Isconova AB (publ) Official Notification of Annual General Meeting

06/04/2011 10:26:09

The Annual General Meeting (AGM) of Isconova AB (publ), corp. reg. no. 556549-4019, will be held at 5.00 p.m. on Thursday, May 5, 2011 at the company’s premises on Kungsgatan 109 in Uppsala, Sweden.

A. Notification, etc.

To be entitled to participate in the business of the AGM, shareholders shall:

  1. be registered in the share register maintained by Euroclear Sweden AB on Friday, April 29, 2011, and
  2. notify their intention to attend the AGM by Monday, May 2, 2011 to the company by regular mail to Kungsgatan 109, SE-753 18, Uppsala, Sweden, by fax to +46 18 16 17 01 or by e-mail to lena.gozzi@isconova.com.

Notification should include name, personal identification number/corporate registration number, number of shares held, address and telephone number. Shareholders wishing to be accompanied by one or two advisors must notify this intention in the time and the manner applying to shareholder. If applicable, notification should include power-of-attorney, registration certificates and other authorization documents.

B. Trustee-registered shares

Shareholders whose shares are held in the name of a trustee must temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB to be entitled to participate in the Meeting. Such registration must be completed no later than Friday, April 29, 2011, and must be requested from the trustee in ample time prior to this date.

C. Representatives, etc.

Shareholders represented by proxy must issue a power-of-attorney for the representative dated for the specific day. If the power-of-attorney is issued by a legal entity, a verified copy of the copy of the registration certificate or corresponding document for the legal entity must be appended. The power-of-attorney and the registration certificate may not be older than one year. However, a longer period of validity may be specified on the power-of-attorney, although not longer than five years from the date of issue. Accordingly, the original power-of-attorney and any registration certificate should be sent to the company prior to the AGM.


Proposed agenda

 

  1. Election of Chairman of the Meeting
  2. Preparation and approval of the list of shareholders entitled to vote at the Meeting
  3. Election of one or two officers to verify the minutes
  4. Determination of whether the Meeting has been duly convened
  5. Approval of the agenda
  6. Presentation of the annual report and the auditors’ report
  7. Motions concerning
  1. the adoption of the income statement and balance sheet
  2. the disposition to be made of the company’s profit or loss as shown in the balance sheet adopted by the Meeting
  3. the discharge of the Board of Directors and the President from personal liability
  1. Motions concerning the number of members of the Board and deputies
  2. Determination of the fees to be paid to the Board members and auditors
  3. Election of members of the Board and any deputies
  4. Motion concerning guidelines for the remuneration of senior executives
  5. Motion concerning adoption of new Articles of Association
  6. Motion authorizing the Board to make decisions regarding a new issue of shares, convertibles debentures and/or warrants
  7. Motion concerning a warrants program
  8. Motion concerning establishment of a Nomination Committee
  9. Closing of the Meeting

E. Motions in brief

Motion concerning the disposition of the company’s profit or loss (Item 7b)

The Board of Directors proposes that no dividend be paid.

Motions concerning election of Chairman of the Meeting, election of the Board of Directors and Chairman of the Board and concerning fees (Items 1, 8, 9 and 10)

It is proposed that Lars Gårdö be elected Chairman of the Meeting.

As director fees for the period extending to the next AGM, it is proposed that SEK 75,000 be paid to each elected member of the Board, with the exception of Ulf Tossman and Gunnar Fernström, for whom it is proposed that no director fees be paid; in addition, it is proposed that Russell G. Greig receive SEK 100,000. It is proposed that a fee of SEK 50,000 be paid to the deputy Board member. The Board of Directors proposes that should the conditions for invoicing exist for tax purposes and on condition that this is cost neutral for the company, Board members shall be entitled to invoice the director fee from their own wholly owned company. If a Board member invoices director fees via companies, the fee is to be increased by an amount corresponding to statutory social security fees and VAT. It is proposed that auditors be paid on a current account basis in return for invoices.

It is proposed that the number Board members be six with one deputy. For the period extending to the next AGM, it is proposed that Lars Gårdö, Eva-Lotta Allan, Peter Wells and Ulf Tossman be re-elected Board members and that Gunnar Fernström and Russell G. Greig be newly elected. It is proposed that Johan Rask be deputy for the corresponding period. It is proposed that Ulf Tossman be elected Chairman of the Board. The next election of auditors will not be until the 2014 AGM. It is noted that Alf A. Lindberg has declined re-election.

Details concerning the proposed the Board members are available on the company’s website: www.isconova.com .

Motion concerning guidelines for the remuneration of senior executives (Item 11)
The Board of Directors has formulated a proposal concerning guidelines for determining the remuneration and other terms of employment of senior executives. These officers are the President and members of executive management who report directly to the President (a total of five persons). The Board of Directors proposes that the AGM adopt the following guidelines for determining the remuneration and other terms of employment of senior executives in the company. The principles apply for employment contracts entered into after the AGM has passed the motion and also apply to amendments of existing terms and conditions following this point in time. The Board of Directors’ motion is based on remuneration level and remuneration structure for senior executives in the company being in line with the market level.

General policy declaration: To attract and retain qualified employees, the company will offer a competitive total remuneration package, without being market leading in terms of remuneration.

Salary: Salary levels are to match the salary levels prevailing in the market where the particular executive is employed. Salary is to be established and reviewed individually taking into account salaries for comparable positions, level of responsibility and the executive’s experience and performance.

Variable salary: The company does not currently apply variable salaries. Should the Board of Directors decide to introduce variable salaries, they will be subject to a ceiling of six monthly salaries.

Long-term incentive program: If and when the Board of Directors considers that a share-based long-term incentive program is suitable, a resolution on such a program will be made by the AGM directly or through approval). Such a program, should it be proposed, must be regarded as fair, and information to the shareholders concerning the program must be complete, correct, timely and comprehensible.

Pensions: Pension plans are to be based on individual solutions with the provision for them corresponding to 20-30% of salary.

Employment termination and severance pay: The agreement between the company and the executives is to contain a period of notice of no more than 12 months if initiated by the company. If employment is terminated, the executive will be entitled to severance pay that may not exceed 12 monthly salaries.

Other benefits: Other benefits, such as a company car, must be in line with standard practice in the market.

Decision making: The Board of Directors is to decide on the President’s remuneration package, including decisions on salary model and targets.

Deviation in individual cases: The Board of Directors shall be entitled to disapply these guidelines if there are specific reasons for doing so in individual cases. If such a deviation occurs, information on it and the reason for the deviation must be reported at the following AGM.

Motion concerning adoption of new Articles of Association (Item 12)
The Board of Directors proposes that the AGM resolve to adopt new Articles of Association for the company, whereby Article 8, second paragraph is to be amended from the current wording to the following new wording: Notice to convene general meetings of the shareholders shall be made through advertising in the Swedish Official Gazette (SW: Post- and Inrikes Tidningar) and by making the notice available at the company’s website. Concurrently with the notice to convene the meeting, the company, by way of an advertisement in Svenska Dagbladet, shall inform that such a notice has been made.”

It is also proposed that Articles 12, 13 and 16 be repealed, since the company has only one class of shares.

Resolutions in accordance with the Board of Directors’ motions require approval by shareholders representing at least two thirds of the votes cast and the voting rights represented at the AGM.

Motion authorizing the Board to make decisions regarding a new issue of shares, convertibles debentures and/or warrants (Item 13)
The Board of Directors proposes that the AGM (i.) authorize the Board of Directors to make decisions regarding new issues of shares, convertibles debentures and/or warrants or combinations thereof in accordance with what is stated below and (ii.) consent to Advet AB, Corp. Reg. No. 556237-8595 transferring shares and/or warrants that are allotted to Advet AB based on the authorization in (i.) to the company’s senior executives, employees or other key personnel in the following manner.

(i.) The Board of Directors proposes that the AGM authorize the Board of Directors on one or more occasions prior to the next AGM, with or without disapplying the preemptive rights of the shareholders, to make decisions regarding new issues of shares, convertibles debentures and/or warrants or combinations thereof. Such issuances are to be permissible with or without stipulations concerning cash in kind, offsetting of debt or other terms and conditions. The total number of shares that may be issued (alternatively added through conversion or subscription) must not exceed 400,000, assuming that such a number of shares is issuable without having to amend the Articles of Association. The Board of Directors is to be entitled to establish other terms and conditions for the issue, including issue price, although these must correspond to market conditions. The reason for permitting the Board of Directors to make decisions regarding new issues of shares, convertibles debentures and/or warrants or combinations thereof while disapplying the preemptive rights of the shareholders and/or with stipulations concerning cash in kind, the offsetting of debt or other terms and conditions as stated above is to enable the company to issue shares in connection with acquisitions of companies or operations and to be able to implement private placements in order to raise capital for the company; in addition, it must also be possible to utilize up to 50% of the total scope of the authorization for the issue of shares and/or warrants to the company’s subsidiary Advet AB. Based on the existing number of shares, dilution at full utilization of the authorization will correspond to about 10 percent of the share capital and voting rights in the company. It is also proposed that the AGM authorize the Board of Directors, President or the party assigned by the Board of Directors to make any minor adjustments to the resolution that may prove necessary in connection with registration of the resolution with the Swedish Companies Registration Office.

(ii.) The Board of Directors proposes that the AGM consent to Advet AB transferring shares and/or warrants allotted to Advet AB, pursuant to the Board of Directors’ decisions on issues in accordance with the authorization under (i.) above, to the company’s senior executives (including Board members and President), employees and other key personnel.

Resolutions in accordance with the Board of Directors’ motion (i.) require approval by shareholders representing at least two thirds of the votes cast and the voting rights represented at the AGM. Resolutions in accordance with the Board of Directors’ motion (ii.) require approval by shareholders representing at least nine tenths of the votes cast and the voting rights represented at the AGM.

Motion concerning resolution on warrants program (Item 14)
The Board of Directors proposes that the AGM (i.) introduce a warrants program aimed at certain Board members in the company, (ii.) decide on a private placement of warrants to the subsidiary Advet AB, Corp. Reg. No. 556237-8595, for fulfilling the commitments resulting from the warrants program and (iii.) approve allotment of rights to acquire newly issued shares in the company to members of the company’s Board.

A total of not more than 90,000 warrants will be issuable. The company’s share capital, assuming that all of the warrants are exercised for subscription of new shares, will rise by SEK 90,000. Each warrant will provide entitlement to subscription of one new share in the company at a price of SEK 30. Entitlement to subscribe for warrants, disapplying the shareholders’ preemptive rights, will accrue to the company’s wholly owned subsidiary Advet AB, Corp. Reg. No. 556237-8595, in order to safeguard a warrants program, which is also the reason for disapplying the shareholders’ preemptive rights. The warrants are to be issued free of charge. The Board of Directors also proposes that the AGM resolve to consent to Advet AB allotting rights to Board members to acquire newly issued shares in the company and to dispose of warrants for fulfilling commitments resulting from the warrants program.

Resolutions in accordance with the Board of Directors’ motion require approval by shareholders representing at least nine tenths of the votes cast and the voting rights represented at the AGM.

Motion concerning establishment of a Nomination Committee (Item 15)
It is proposed that the AGM resolve on the establishment of a Nomination Committee subject to the following principles. The AGM assigns to the Chairman of the Board the duty of contacting the three largest shareholders or ownership groupings in terms of votes (this applies to both directly registered shareholders and trustee-registered shareholders) in accordance with the transcript of the share register maintained by Euroclear on September 30, 2011, whereby each of these is to appoint a representative and that these representatives, in addition to the Chairman of the Board, will constitute a Nomination Committee for the period until a new Nomination Committee is appointed in accordance with a mandate from the next AGM. Should any of the three largest shareholders or ownership groupings decline the right to appoint such a representative, the fourth largest shareholder or ownership grouping is to be offered such an appointment, and so forth until the Nomination Committee comprises four members.

The majority of the Nomination Committee’s members are to be independent in relation to the company and executive management. At least one of the members of the Nomination Committee is to be independent in relation to the company’s largest shareholder or ownership grouping that cooperates in respect of the company’s management. The President or any other member of executive management may not serve on the Nomination Committee. Members of the Board may serve on the Nomination Committee but may never constitute a majority of its members. If more than one Member of the Board serves on the Nomination Committee, at most one of them is to be independent in relation to the company’s major shareholders. The Nomination Committee appoints a chairman from among its numbers. The Chairman of the Board or another Member of the Board may not be appointed chairman of the Nomination Committee. The composition of the Nomination Committee must be announced no later than six months prior to the 2012 AGM. If a member leaves the Nomination Committee before its work has been completed and if the Nomination Committee considers there is a need to replace such a member, the Nomination Committee must appoint a new member in accordance with the above principles, but on the basis of the transcript of the share register maintained by Euroclear Sweden AB applying as soon as possible after the member stepped down from his position. Changes to the Nomination Committee’s composition must be disclosed immediately. No fee is payable to members for their participation in the Nomination Committee.

F. Number of shares and voting rights

The total number of shares in the company at the date of the official notification of the AGM was 4,012,167. The total number of voting rights in the company on the same date was 4,012,167.

G. Documentation

As of Thursday, April 21, 2011, accounting documentation and an audit report as well as the Board of Directors’ complete motions in accordance with Items, 11, 12, 13, 14 and 15 will be held available at the company’s office, address Kungsgatan 109, SE- 753 18 Uppsala. Copies of these documents will be sent to those shareholders who so request and who state their postal address.

 _______________________

 Uppsala in April 2011
Isconova AB (publ)
Board of Directors

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