May 18, 2017
Stockholm, Sweden – 18 May 2017 — Oncopeptides AB’s (ONCO) annual general meeting 2017 was held today, at IVA Conference center in Stockholm. At the meeting, the following principal resolutions were passed.
- The presented annual report was adopted and the members of the Board of Directors and the CEO were discharged from liability in respect of the financial year 2016.
- It was resolved to carry forward the loss for the year in accordance with the Board of Directors’ proposal.
- The proposed remunerations to the Board of Directors, its committees and the Company’s auditor were approved.
- Alan Hulme, Jonas Brambeck, Luigi Costa, Cecilia Daun Wennborg, Ulf Jungnelius, Olof Tydén and Per Samuelsson were re-elected as board members. Alan Hulme was also re-elected as Chairman of the Board of Directors.
- It was resolved to adopt the proposed guidelines for remuneration to the senior management.
- It was resolved to adopt the proposed principles for the establishment of the Nomination Committee and instructions regarding its work.
- It was resolved, in accordance with the Board of Directors’ proposal, to introduce a long term, option based incentive program for members of the senior management and key persons (including employees and consultants) in the Company (“Co-worker LTIP 2017”). The program includes a total of 20-25 participants whom will be granted options entitling to the acquisition of shares in the Company at a pre-determined exercise price corresponding to the volume weighted average price of the Company’s share for the five trading days preceding the granting date of each option. Each option entitles to the acquisition of one share in the Company and a total of not more than 1,618,939 options will be allocated. The Board of Directors shall resolve upon allocation of options annually and individual allocation to a participant cannot, for the duration of Co-worker LTIP 2017, exceed 600,000 options. The options shall vest over a three year period whereby all options shall vest on the third anniversary from the granting date provided that the holder, with some customary exceptions, still is employed by (or, in the case of consultants, is still providing services to) the Company.
- It was resolved, in accordance with the Board of Directors’ proposal, to issue a total of 2,137,000 warrants in order to ensure delivery of shares and for hedging of social security costs under Co-worker LTIP 2017. Only the Company’s subsidiary Oncopeptides Incentive AB is entitled to subscribe for the issued warrants.
- It was resolved, in accordance with the Nomination Committee’s proposal, to introduce a long term performance based incentive program for certain members of the Board of Directors of the Company (“Board LTIP 2017”). The program is share based and intended for main owner independent members of the Board of Directors of the Company. The program comprises a total of 34,800 share awards out of which the Chairman of the Board of Directors, Alan Hulme, shall be awarded 11,600 share awards and the remaining main owner independent board members shall each be awarded 5,800 share awards. The share awards are subject to performance vesting based on the development of the share price of the Company’s share over the period from the date of the Annual General Meeting up to and including 31 May 2020. Each vested share award entitles the holder to receive one share in the Company without any compensation being payable provided that the holder, with some customary “good leaver”-exceptions, still is a Board member in the Company on 1 June 2020.
- It was resolved, in accordance with the Nomination Committee’s proposal, to issue a total of 34,800 warrants in order to ensure delivery of shares under Board LTIP 2017. Only the Company’s subsidiary Oncopeptides Incentive AB is entitled to subscribe for the issued warrants.
- It was resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, until the next Annual General Meeting, on one or more occasions, decide upon issuances of new shares, issuance of warrants and/or convertibles. New issues of shares and issues of warrants and/or convertibles may occur with or without preferential rights for shareholders of the Company and may be made either in cash and/or by way of set-off or contribution in kind or otherwise on specific terms. The number of shares issued, or number of shares created in connection with exercise of warrants or conversion of convertibles, shall not exceed 3,980,000 (corresponding up to 10 percent of the number of shares in the Company as of the date of the issuance of this notice).
Complete proposals for the above decisions are available at www.oncopeptides.se.
For further information, please contact:
Jakob Lindberg, CEO at Oncopeptides
Rein Piir, Head of Investor Relations at Oncopeptides
Oncopeptides is a research and development stage pharmaceutical company developing drugs for the treatment of cancer. Since the founding of the company the focus has primarily been on the development of the lead product candidate Ygalo, an innovative, peptidase-potentiated alkylator intended for effective and focused treatment of hematological cancers, and in particular multiple myeloma. Ygalo is intended to demonstrate better results from treatment compared to established alternative drugs in the treatment of patients with multiple myeloma. Ygalo could potentially provide physicians with a new treatment option for patients suffering from this serious disease.
The above information was released for public disclosure on 18 May, 2017 at 19.00 p.m. (CET).