Immunicum AB: Report from the Annual General Meeting of Immunicum AB (publ) on October 26, 2016
Gothenburg October 26, 2016 - At the Annual General Meeting ("AGM") of Immunicum AB (publ), reg.no 556629-1786, the following resolutions were mainly adopted. For more detailed information on the content of the resolutions, please see the press release published on September 26, 2016 and the complete notice to the AGM. The notice to the AGM and complete motions on the resolutions are available at the company's website, www.immunicum.se.
Adoption of the balance sheet and income statement
The AGM adopted the company's balance sheet and income statement.
Disposition regarding the company's results
The AGM resolved that no dividend shall be paid for the financial year 2015/2016. The AGM further resolved that the company's accumulated loss shall be appropriated so that SEK 114,653,179 be settled against the share premium reserve and that the remaining SEK 137,882,043 be carried forward.
Board of Directors and Auditor
The AGM discharged the Board members and the CEO from liability for the financial year 2015/2016.
The AGM resolved that the Board of Directors shall comprise seven Board members.
The AGM re-elected Board members Agneta Edberg, Martin Lindström, Magnus Nilsson and Magnus Persson. Bengt Furberg declined re-election. The AGM resolved to elect Steven Glazer, Charlotte Edenius and Kerstin Valinder Strinnholm as new Board members. Agneta Edberg was re-elected as Chairman of the Board.
The AGM resolved to appoint the registered public accounting firm KPMG as Auditor for the period until the next Annual General Meeting. KPMG has announced that the authorized public accountant Jan Malm shall be the Auditor in Charge.
Fees to the Board of Directors and Auditor
The AGM decided that remuneration to the Board shall be a maximum of SEK 1,185,000, based on a fiscal year comprising a period of twelve months, to be distributed as follows: Chairman SEK 295,000, the other members SEK 125,000 each, a member who is chairman of the audit committee SEK 35,000, a member who is a member of the audit committee SEK 15,000, a member who is chairman of the scientific committee SEK 50,000, a member who is a member of the scientific committee SEK 25,000. No other remuneration for committee work shall be paid.
The AGM further resolved that, in addition to directors' fees, the Board as a whole can be paid a maximum of SEK 100,000 for such work that can be regarded as outside of the normal board work and that Board members may be allowed to, through his or her own company, invoice fees given that this is cost neutral for the company.
The AGM decided that remuneration to the auditor shall be paid according to approved invoices.
Authorization for the Board of Directors to decide on new share issues
The AGM resolved to authorize the Board of Directors to, on one or several occasions during the period until the next Annual General Meeting, with or without deviation from the shareholder's preferential rights, resolve on new share issues of a maximum of 5,040,000 shares. If fully utilized, the authorization entails a dilution equivalent to approximately 16.3 per cent of the company's share capital and number of votes.
Decision to change the fiscal year and to amend the Articles of Association
The AGM resolved to change the fiscal year of the company to calendar year as well as to shorten the current fiscal year to cover the period 1 July 2016 up to and including 31 December 2016.
The AGM further resolved to amend the Articles of Association so that the company's financial year shall be calendar year and that it shall no longer be possible to appoint deputy directors of the Board.
Decision on updated principles for appointing the Nomination Committee
The AGM resolved to update the principles for appointing the Nomination Committee in accordance with the Nomination Committee's proposal.
Decision on guidelines for remuneration to senior executives
The AGM resolved on guidelines for remuneration to senior executives so that the limits of variable remuneration were increased from a maximum of three ordinary monthly wages to a maximum of 35 per cent of the ordinary fixed remuneration.
For more information, please contact:
Agneta Edberg, Chairman of the Board, Immunicum
Ph: +46 (0)70 555 75 18
The company's Certified Advisor is Redeye AB
Ph: +46 (0)8 545 013 31.
About Immunicum AB (publ)
Immunicum AB (publ) develops cancer immune primers for the treatment of tumor diseases. A phase II clinical trial for the company's most advanced product - INTUVAX® against kidney cancer - has been initiated. The project portfolio contains additional clinical phase I/II studies in liver cancer and in gastrointestinal stromal tumors (GIST). Immunicum is listed on First North Premier. www.immunicum.se.
The information in this press release is disclosed pursuant to the Nasdaq First North's Rulebook. The information was released for public disclosure through the agency of the company's contact person on 26 October, 2016 at 14:00 CET.