The Nomination Committee in Aerocrine AB proposes that the 2014 Annual General Meeting (“AGM”) resolves to adopt a Board member share plan (“SAP 2014”) for Board members who are independent in relation to Aerocrine and its executive management as well as the company’s major shareholders. As part of the Board remuneration, SAP 2014 includes so-called Board shares (options to acquire shares in Aerocrine) (“Board Shares”) and hedging measures created through the issuance and approval of transfer of warrants. The purpose of the proposed plan is to enable Aerocrine to attract, motivate and retain Board members, to increase the Board members’ interest in Aerocrine and its financial development and to offer them a financial interest in Aerocrine comparable to such of shareholders. In brief, the Nomination Committee’s proposal means that, in addition to the cash Board fee that the 2014 AGM resolves upon, Board members who participates in SAP 2014 shall receive remuneration through the grant of a number of Board Shares that in value correspond to SEK 250,000 to the Chairman and SEK 75,000 to other Board members. In addition, each participant may elect to receive up to SEK 75,000 of the cash Board fee that the 2014 AGM resolves upon in the form of a number additional Board Shares that in value correspond to the amount thus selected by the participant. In order to enable the delivery of shares and otherwise safeguard the fulfillment of Aerocrine’s obligations under SAP 2014, the Nomination Committee proposes that the AGM resolves to issue not more than 150,000 warrants to the wholly-owned subsidiary Aerocrine ESOP AB and approves that the warrants may be disposed of to safeguard the fulfillment of Aerocrine’s obligations under SAP 2014. A more detailed description of the Nomination Committee’s proposal together with other information is included in the notice of the AGM. For more information, contact: Ulrik Spork, Chairman of the Nomination Committee in Aerocrine AB, telephone +45 3067 4794 Rolf Classon, Chairman of the Board of Aerocrine AB, telephone +1 914 320 11 88 Michael Colérus, CFO Aerocrine AB, telephone +46 70 341 34 72 About Aerocrine: Aerocrine AB is a medical technology company focused on the improved management and care of patients with inflammatory airway diseases. As the pioneer and leader in technology to monitor and manage airway inflammation, Aerocrine markets NIOX MINO® and NIOX VERO® (EU). Both products enable fast and reliable management of airway inflammation and may therefore play a critical role in more effective diagnosis, treatment and follow-up of patients with inflammatory airway diseases such as asthma. Aerocrine is based in Sweden with subsidiaries in the U.S., Germany and the U.K. Aerocrine shares were listed on the Stockholm Stock Exchange in 2007. Aerocrine may be required to disclose the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication at 8:00 AM on 11 March 2014.
Proposals to the Annual General Meeting 2014 on a Board
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