Regulatory

Bulletin from the Annual General Meeting in Ascelia Pharma AB on 5 May 2021

2021-05-05
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Today, on 5 May 2021, the annual general meeting was held in Ascelia Pharma AB. In light of the ongoing Covid-19 pandemic and in order to reduce the risk of infection spreading, the annual general meeting was held only by advance voting (postal vote) in accordance with temporary legislation. A summary of the adopted resolutions follows below. All resolutions were adopted with the required majority of votes.

Resolution on adoption of accounts and allocation of the company's result
The annual general meeting resolved to adopt the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet. The annual general meeting also resolved in accordance with the proposal from the board of directors to allocate the company's result, meaning that no dividends are paid and that the available funds of SEK 215,868,704 are carried forward.
 
Discharge from liability for the members of the board members and the CEO
The annual general meeting resolved to discharge the board members and the CEO from liability for the financial year 2020.

Election and remuneration of the board of directors and auditors
The annual general meeting resolved in accordance with the proposal from the Nomination Committee to re-elect Peter Benson, Niels Mengel, Bo Jesper Hansen, René Spogárd, Helena Wennerström, Hans Maier and Lauren Barnes as ordinary board members. Peter Benson was re-elected as chairman of the board of directors.

Furthermore, the annual general meeting resolved that remuneration to the board of directors shall be paid with SEK 500,000 to the chairman of the board and with SEK 250,000 to each of the other board members who are not employed by the company. It was further resolved that remuneration for committee work shall be paid with SEK 100,000 to the chairman of the Audit Committee, with SEK 25,000 to each of the other members of the Audit Committee, with SEK 100,000 to the chairman of the Commercialization Committee and with SEK 25,000 to each of the other members of the Commercialization Committee. No separate remuneration shall be paid for work in the Remuneration Committee. Furthermore, it was resolved that board members residing outside of Europe shall be paid additional board remuneration with SEK 10,000 per physical board meeting attended.
 
Finally, the annual general meeting resolved to re-elect Öhrlings PricewaterhouseCoopers AB as accounting firm and that remuneration for the auditor shall be paid in accordance with customary norms and approved invoice. Öhrlings PricewaterhouseCoopers AB has informed that the authorized public accountant Carl Fogelberg will continue to be the auditor in charge.
 
Resolution on approval of remuneration report
The annual general meeting resolved to approve the board of directors’ remuneration report for the financial year 2020.
 
Resolution on authorization for the board of directors regarding issues
The annual general meeting resolved in accordance with the proposal from the board of directors to authorize the board of directors, at one or several occasions, during the time up until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, and with or without provisions regarding payment in kind or through set-off or other provisions, to resolve to issue new ordinary shares, convertibles and/or warrants. The reason for that deviation from the shareholders’ preferential rights shall be permitted is to enable the company to raise working capital, to execute acquisitions of companies or operating assets as well as to enable issues to industrial partners within the framework of partnerships and alliances. The total number of ordinary shares that that may be issued (alternatively be issued through conversion of convertibles and/or exercise of warrants) shall not exceed 8,417,066, which corresponds to a dilution of approximately 20 percent calculated on the number of outstanding ordinary shares in the company. To the extent an issue is made with deviation from the shareholders’ preferential rights, the issue should be made on market terms.
 
Resolution on implementation of a long-term incentive program by way of (A) implementation of a performance-based share saving program; (B) authorization on directed issues of series C shares; (C) authorization for repurchase of series C shares; and (D) resolution on transfer of own ordinary shares
The annual general meeting resolved in accordance with the proposal from the board of directors to implement a long-term incentive program in the form of a performance-based share saving program for the company's employees ("LTI 2021"). LTI 2021 means that participants will invest in ordinary shares in the company ("Saving Shares"). After a predetermined period of time, participants are entitled to receive additional shares in the company free of charge (“Matching Shares”). In addition, conditional upon fulfilment of a goal related to the development of the share price, the participants will further, free of charge, have the right to receive additional shares in the company ("Performance Shares").
 
The maximum number of shares that may be issued under LTI 2021 is 441,121, whereof 355,200 for delivery of Matching Shares and Performance Shares to the participants and in the aggregate 85,921 related to the hedging of cash flow for social security payments, which corresponds to a dilution of approximately 1.3 per cent of the company's share capital and votes after full dilution, calculated on the number of shares that will be added upon full issuance of shares in connection with LTI 2021.
 
In order to secure the company's delivery of Matching Shares and Performance Shares to the participants under LTI 2021, the annual general meeting also resolved (i) to authorize the board of directors to resolve on directed issues of series C shares, whereby the new shares, with deviation from the shareholders' preferential rights, only may be subscribed for by a bank or a securities company at a subscription price which corresponds to the quota value of the shares; (ii) to authorize the board of directors to resolve to repurchase own series C shares; and (iii) to approve transfer of own ordinary shares to the participants under LTI 2021.
 
Malmö on 5 May 2021
Ascelia Pharma AB (publ)

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