NeuroVive Pharmaceutical AB (Nasdaq Stockholm: NVP) today on 20 May 2020 held its Annual General Meeting (AGM). A summary of the resolutions follows.
Approval of income statements and balance sheets 2019, and discharge from liability
The income statements and balance sheets were approved, and the managing director and the board members were discharged from liability with respect to their respective management of the company for the financial year 2019.
Dividend
In accordance with the Board of Directors’ proposal, it was resolved that no dividend would be paid for the financial year 2019.
Determination of the number of Board members and fees to Board members and Auditor
The Meeting resolved that six Board members should be appointed. Furthermore, the Meeting resolved that fees to Board members not employed by NeuroVive but elected by the AGM, and members of the Board of Directors’ various Committees not employed by NeuroVive, shall be payable, as in the previous year, as follows:
- SEK 400,000 to the Chair of the Board;
- SEK 250,000 each to other Board members;
- SEK 100,000 to the Chair of the Audit Committee;
- SEK 50,000 each to other members of the Audit Committee;
- SEK 40,000 to the Chair of the Remuneration Committee;
- SEK 20,000 each to other members of the Remuneration Committee.
The Meeting also resolved that as in the previous year, auditors’ fees are payable in accordance with approved account pursuant to customary billing terms. No fees should be payable to Nomination Committee members.
Election of the Board of Directors and Auditor
The AGM resolved to re-elect Board members David Bejker, Denise Goode, David Laskow-Pooley, Magnus Persson, and Jan Törnell. Furthermore, Roger Franklin was elected as new Board member. Roger Franklin will assume office on 9 July 2020. David Laskow-Pooley was re-elected as Chair of the Board.
The AGM resolved to re-elect public audit firm MAZARS SET Revisionsbyrå AB for the period until the end of the AGM 2021.
Remuneration guidelines for senior executives
The annual general meeting approved the proposal of the Board of Directors on remuneration guidelines for senior executives. Under the guidelines, the company shall offer a total remuneration on market norms and enable skilled senior executives to be hired and retained. The remuneration to senior executives may consist of basic salary, yearly variable salary, long-term variable salary and share-related incentive programs resolved by the general meeting, pension and other benefits.
Nomination Committee
The annual general meeting resolved to appoint a nomination committee for the annual general meeting 2021 substantially in accordance with the same procedure as the preceding year, and instructions for the Nomination Committee.
Authorization for the Board of Directors to decide on the new issue of shares, warrants and/or convertibles
The Meeting resolved to authorize the Board of Directors to decide on the new issue of shares, warrants and/or convertibles, with or without waiving the preferential rights of shareholders on one or more occasions in the period until the next Annual General Meeting.
The number of shares issued through this authorization may correspond to an increase of share capital of a maximum of twenty (20) per cent based on the total share capital of the Company at the time the Boards of Directors at first exploits the authorization.
The purpose of this authorization is to raise working capital for the Company and/or to add new owners of strategic importance to the Company and/or acquisitions of other companies or operations.
Resolution on amendment of corporate name
In accordance with the Board’s proposal, the AGM resolved to change the company’s corporate name from NeuroVive Pharmaceutical AB to Abliva AB.
The name change is expected to be approved by the Swedish Companies Registration Office (Bolagsverket) around 27 May 2020 and trading in the share on Nasdaq Stockholm under the new ticker symbol ABLI is expected to take place from about 28 May 2020.
Resolution on amendment of the Articles of Association
In accordance with the Board’s proposal, the AGM resolved to change the auditor’s term of office in the Articles of Association to one year (previously four years).
Furthermore, the AGM resolved in accordance with the Board’s proposal to change the limits of the Articles of Association for the share capital and the number of shares.