Profit and loss statement and balance sheet: It was resolved to adopt the profit and loss statement and the balance sheet and the consolidated profit and loss statement and the consolidated balance sheet.
Allocation of the result: It was resolved to approve the allocation of the result, proposed by the Board and the CEO, in total SEK 1,275,001,150 be allocated as follows: To be carried forward SEK 1,275,001,150.
Discharge from liability: It was resolved, in accordance with the auditor’s approval, to grant the Directors and the CEO discharge from liability for the financial year 2013.
Number of Directors and Auditors: It was resolved that the number of Directors shall be eight without deputies and that the number of Auditors shall be one. No deputy Auditor shall be appointed.
Fees for the Board of Directors and for the Auditor: It was resolved that the Chairman will be paid a fixed amount of SEK 400,000. All other Directors will be paid a fixed amount of SEK 200,000. In addition SEK 10,000 will be paid to the Chairman for each board meeting where the Directors meet in person. The auditors will be paid as per invoice.
Election of Chairman, Directors and Auditors: It was resolved to re-elect the Directors Bo Jesper Hansen, Vlad Artamonov, Charlotte Edenius, Hans Wigzell and Klaus Wilgenbus; to elect Robert Holland, Henrijette Richter and Carl Johan Sundberg; and to elect Bo Jesper Hansen as Chairman of the Board of Directors. The composition of the Board of Directors meets the independence requirement of the Swedish Corporate Governance Code. It was resolved to elect Deloitte AB as auditor, currently with Thomas Strömberg as Auditor in charge, for the time until the end of the 2015 Annual General Meeting.
Nomination Committee: It was resolved, that the Nomination Committee shall have five members of which the five largest owners (as set forth in the share register kept by Euroclear Sweden AB as of August 31, 2014) shall appoint one member each. The Chairman of the Board of Directors shall convene the first meeting. If a shareholder does not exercise its right to appoint a member, the shareholder next in order of voting power, who has not already appointed a member or has a right to appoint a member, shall have the right to appoint a member to the Nominating Committee. The members of the Nomination Committee shall be made public as soon as the members have been appointed, and in no case later than six months prior to Annual General Meeting 2015. The members shall among themselves appoint the Chairman of the committee. If a member resigns or is prevented from pursuing his/her assignment, the shareholder that has appointed such member shall appoint a new member.
In the event that the shareholding in the Company is materially changed, before the Nomination Committee has completed its assignment, the Nomination Committee may decide to change the composition of the Nomination Committee, as determined by the Nomination Committee (considering the principles applicable for the appointment of the Nomination Committee). Any change in the composition of the Nomination Committee shall be announced as soon as possible. No fees shall be paid to the members of the Nomination Committee. Out of pocket expenses shall be reimbursed by the company. The mandate of the committee shall be until the members of the succeeding committee have been announced. The Nomination Committee shall carry out the tasks that, according to the Swedish Corporate Governance Code, are the responsibility of the Nomination Committee.
Principles for remuneration to Executive Management: It was resolved to approve the proposal of the Board of Directors regarding principles for remuneration to Executive Management.
It was noted that the proposal was available at the meeting and had been available on the company’s website and at the company’s office three weeks prior to the meeting and had been sent to shareholders on request.
Performance based share incentive program 2014 (PSP 2014): It was resolved to adopt the board´s proposal for a Performance Share Program 2014 (PSP 2014).
Authorisation for the Board of Directors to resolve on new issues of shares: It was resolved to authorize the Board of Directors for the period up to the next Annual General Meeting to resolve, whether on one or several occasions, with or without deviation from the shareholders’ priority rights, and for payment in cash, by set-off or in kind, to issue new shares of series B up to a number that, at the time of the first resolution under this authorization, corresponds to ten (10) per cent of the total share capital; provided however that any such issue must not result in the Company’s share capital exceeding the Company’s maximum allowed share capital as set out in the articles of association.
Approval of transfer of shares and of new issues in subsidiaries: It was resolved to approve, in accordance with Chapter 16 of the Swedish Companies Act, new issues of shares directed to KCIF Fund Management KB by subsidiaries Pharmanest, Aprea and XSpray; and a transfer of shares in KCIF Fund Management AB from Karolinska Development AB to an employee.
Complete information regarding each resolution of the Annual General Meeting can be found on www.karolinskadevelopment.com.
For further information, please contact: Torbjörn Bjerke, CEO, Karolinska Development AB Phone: +46 (0)72 744 41 23, e-mail: torbjorn.bjerke@karolinskadevelopment.com
Benjamin Nordin, IRO, Karolinska Development AB Phone: +46 (0)73 093 60 80, e-mail: benjamin.nordin@karolinskadevelopment.com
TO THE EDITORS
About Karolinska Development AB Karolinska Development aims to create value for patients, researchers, investors and society by developing innovations from world class science into differentiated products that can be partnered. The business model is to: SELECT the most commercially attractive medical innovations that can potentially satisfy unmet medical needs; DEVELOP innovations to the stage where the greatest return on investment can be achieved; and COMMERCIALIZE the innovations through the sale of companies or out-licensing of products. An exclusive deal flow agreement with Karolinska Institutet Innovations AB, along with other cooperation agreements with leading universities, delivers a continuous flow of innovations. Today, the portfolio consists of 34 projects, of which 17 are in clinical development. For more information, please visit www.karolinskadevelopment.com.
Karolinska Development is listed on NASDAQ OMX. Karolinska Development may be required to disclose the information provided herein pursuant to the Securities Markets Act.
