Bulletin from the Annual General Meeting in Oncopeptides AB (publ)
The Annual General Meeting (AGM) for Oncopeptides AB (publ) took place on May 26, 2021. Key resolutions included the adoption of the annual report for 2020, discharging the Board and CEO from liability, and approval of remuneration for the Board and auditor. The AGM re-elected board members and introduced a long-term performance-based incentive program for employees and Board members, comprising a total of 1,391,131 share awards. The Board was also authorized to issue new shares and warrants, potentially diluting shareholder equity by up to 20% to enhance financial flexibility.
- Approval of long-term performance-based incentive programs for employees and Board members.
- Re-elected experienced Board members which may enhance governance.
- Potential dilution of shareholder equity up to 20% due to new share issuance.
STOCKHOLM, May 26, 2021 /PRNewswire/ -- The Annual General Meeting in Oncopeptides AB (publ) (ONCO) was held on Wednesday, 26 May 2021. At the Annual General 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 2020.
- It was resolved to carry forward the result 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.
- Per Wold-Olsen, Brian Stuglik, Cecilia Daun Wennborg, Jarl Ulf Jungnelius, Per Samuelsson and Jennifer Jackson were re-elected as board members. Per Wold-Olsen was also re-elected as Chairman of the Board of Directors.
- It was resolved to approve the Board of Directors' proposal regarding remuneration report.
- It was resolved to adopt the proposed new articles of association.
- It was resolved, in accordance with the Board of Directors' proposal, to introduce a long term performance based incentive program for the Company's employees and contractors ("Co-worker LTIP 2021"). The program is share based and intended the Company's employees and contractors. The program comprises a total of not more than 1,356,131 share awards and the number of share awards that shall be awarded to each participant shall correspond to the yearly allocation (which is a percentage of the base salary) divided by the volume weighted average price of Oncopeptides' share on Nasdaq Stockholm for the 10 trading days preceding the grant date. The share awards are subject to performance vesting based on the development of the price of the Company's share over the period from the date the Share Awards are allocated ("Grant Date") up to and including the third anniversary of the Grant Date (the "Vesting Date"). Each vested share award entitles the holder to receive one share in the Company without any compensation being payable provided that the holder is still an employee of Oncopeptids at the relevant times of vesting. It was further resolved, in accordance with the Board of Directors' proposal, to issue not more than 1,487,370 warrants in order to ensure delivery of shares under Co-worker LTIP 2021.
- It was resolved, in accordance with the the Main Owners', HealthCap VI L.P. and Stiftelsen Industrifonden (the "Main Owners"), proposal, to introduce a long term performance based incentive program for certain members of the Board of Directors ("Board LTIP 2021"). The program is share based and intended for main owner independent members of the Board of Directors. The program comprises a total of not more than 35,000 share awards and the number of share awards that shall be awarded to each participant shall correspond to a certain amount (SEK 1,500,000 to the Chairman and SEK 600,000 to each of the other main owner independent members of the Board of Directors) divided by the volume weighted average price of Oncopeptides' share on Nasdaq Stockholm for the 10 trading days preceding the grant date. The share awards are subject to performance vesting based on the development of the price of the Company's share over the period from the date of the grant up to the date of, whichever is earliest, (i) the annual general meeting 2024 or (ii) 1 June 2024. Each vested share award entitles the holder to receive one share in the Company without any compensation being payable provided that the holder is still a Board member of Oncopeptides at the relevant times of vesting. It was further resolved, in accordance with the Main Owners'proposal (c), that the company can enter into an equity swap agreement with a third party.
- 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 terms. The purpose of the authorisation is to increase the financial flexibility of the company and the acting scope of the board of directors. Should the board of directors resolve on an issue with deviation from the shareholders' preferential rights, the reason for this must be to finance an acquisition of operations or, alternatively, to procure capital to finance project development. The number of shares issued under the authorisation, or the number of shares created in connection with exercise of warrants or conversion of convertibles, may not correspond to a dilution of more than 20 per cent of the total number of shares outstanding at the Annual General Meeting's resolution on the proposed authorization, after full exercise of the authorization.
- It was resolved to adopt the proposed guidelines for remuneration to the senior management.
For further information, please contact:
Rolf Gulliksen
Global Head of Corporate Communications
Oncopeptides AB
E-mail: rolf.gulliksen@oncopeptides.com
Cell phone: + 46 70 262 96 28
Linda Holmström
Director of Investor Relations
Oncopeptides AB
E-mail: linda.holmstrom@oncopeptides.com
Cell phone: +46 70 873 40 95
The above information was released for public disclosure on 26 May, 2021 at 15:00 (CEST).
About Oncopeptides
Oncopeptides is a global biotech company focused on the development of targeted therapies for difficult-to-treat hematological diseases. The company uses its proprietary peptide-drug conjugate (PDC) platform to develop compounds that rapidly and selectively deliver cytotoxic agents into cancer cells. The first drug stemming from the PDC platform, PEPAXTO® (melphalan flufenamide), has been launched in the U.S., for the treatment of adult patients with relapsed or refractory multiple myeloma. Melphalan flufenamide is evaluated in a comprehensive clinical study program including the global phase 3 studies OCEAN and LIGHTHOUSE. Oncopeptides is developing several new compounds which are based on the PDC platform. The first one is expected to enter into clinical development in 2021.
Oncopeptides has approximately 300 coworkers. The global Headquarters is based in Stockholm, Sweden and the U.S. Headquarters is situated in Boston, Mass. The company is listed in the Mid Cap segment on Nasdaq Stockholm with the ticker ONCO. More information is available on www.oncopeptides.com.
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SOURCE Oncopeptides AB
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