25 April 2018
Report from the Annual General Meeting of Immunicum AB (publ) on April 25, 2018
Immunicum AB (publ; IMMU.ST) today reported that the annual general meeting (the “AGM”) of April 25, 2018 adopted, inter alia, the following resolutions. For more detailed information regarding the contents of the resolutions, please refer to the notice to the AGM and the complete proposals, which have previously been published and are available on the Company’s website, www.immunicum.com.
Adoption of the balance sheet and income statement, disposition regarding the Company’s results and discharge from liability
The AGM adopted the Company’s balance sheet and income statement. The AGM resolved that the Company’s accumulated losses shall be appropriated so that SEK 80,337,643 is settled against the share premium reserve and that the remaining SEK 187,008,570 is carried forward. The AGM further resolved that no dividends shall be paid for the financial year 2017. The AGM also discharged the board members and the managing director from liability for the financial year 2017.
Election of board members and auditor
The AGM resolved that the board of directors shall consist of six (6) ordinary board members without deputies.
For the period until the end of the next annual general meeting the AGM re-elected the current board members Magnus Nilsson, Magnus Persson, Steven Glazer, Charlotte Edenius and Kerstin Valinder Strinnholm as board members. Michael Oredsson was elected as a new board member and as chairman of the board of directors. Agneta Edberg and Martin Lindström have declined to be re-elected.
The AGM resolved to reappoint the registered audit firm KPMG AB, which has informed that Jan Malm is appointed as auditor in charge, as auditor for the period until the end of the next annual general meeting.
Remuneration to the board of directors and auditor
The AGM decided that remuneration to the board of directors shall be paid with SEK 1,230,000, to be distributed as follows: Board members are entitled to remuneration of SEK 125,000, in addition the chairman of the board of directors is entitled to remuneration of SEK 275,000. Board members who are members of the scientific committee are remunerated with SEK 25,000, in addition the board member who is the chairman of the scientific committee is remunerated with SEK 25,000 SEK. Board members who are members of the audit committee are remunerated with SEK 15,000, in addition the board member who is the chairman of the audit committee is remunerated with SEK 20,000. Board members who are members of the remuneration committee are remunerated with SEK 15,000, in addition the board member who is the chairman of the remuneration committee is remunerated with SEK 20,000. The board of directors shall not be entitled to any other remuneration for potential committee work. In addition to the remuneration for the board of directors’ work, a maximum amount of SEK 100,000 can be paid to the board of directors’ as a whole for work outside the scope of the ordinary work of the board of directors.
The AGM decided that remuneration to the auditor shall be paid according to approved invoice.
Authorization for the board of directors to decide on new share issues and issues of warrants and/or convertibles
The AGM resolved to authorize the board of directors to resolve, for the period until the end of the next annual general meeting, at one or more occasions and with or without deviation from the shareholders’ preferential rights, to issue a maximum of 5,095,853 new shares and warrants or convertible debentures giving a right to subscribe for a maximum of 5,095,853 shares. Payment shall be made in cash. If fully exercised, the authorization corresponds to approximately 10 percent of the current share capital and votes in the Company.
Resolution regarding amendment of the articles of association
The AGM resolved to add a new § 8 in the articles of association implying that shareholders’ meeting may be held in either of Gothenburg or Stockholm.
Resolution regarding principles for the appointment of the nomination committee
The AGM resolved to adopt principles for the appointment the nomination committee in accordance with the nomination committee’s proposal.
Resolution regarding guidelines for remuneration to senior executives
The AGM resolved to adopt guidelines for remuneration to senior executives in accordance with the board of directors’ proposal.
For more information, please contact:
Carlos de Sousa, CEO, Immunicum
Telephone: +46 (0) 31 41 50 52
Michaela Gertz, CFO, Immunicum
Telephone: +46 70 926 17 75
Gretchen Schweitzer and Joanne Tudorica
Telephone: +49 172 861 8540
About Immunicum AB (publ)
Immunicum is establishing a unique immuno-oncology approach through the development of allogeneic, off-the-shelf cell-based therapies. Our goal is to improve survival outcomes and quality of life by priming the patient’s own immune system to fight cancer. The company’s lead product ilixadencel, consisting of pro-inflammatory allogeneic dendritic cells, has the potential to become a backbone component of modern cancer combination treatments in a variety of solid tumor indications. Founded and based in Sweden, Immunicum is publicly traded on the Nasdaq Stockholm. www.immunicum.com