Uppsala, Sweden, 2014-09-01 08:30 CEST (GLOBE NEWSWIRE) --
Registration and notification
Shareholders who wish to participate in the Annual General Meeting must be recorded in the share register kept by Euroclear Sweden AB on Tuesday, September 23, 2014, and give notice of intent to participate to the company not later than 4 p.m. on Thursday, September 25, 2014 by either letter to Oasmia Pharmaceutical AB, Vallongatan 1, SE-752 28 Uppsala, Sweden, by fax: +46 18 51 08 73 or by e-mail: email@example.com, including the number of assistants. Shareholders that have their shares registered in the name of a nominee must, in addition to giving notice of participation in the meeting, temporarily be recorded in the share register in their own names (so called voting-rights registration) to be able to participate in the General Meeting. Such registration must be effectuated on Tuesday, September 23, 2014. Shareholders represented by an Agent shall to the Agent issue a written, dated proxy and shall submit the proxy to the company prior to the Annual General Meeting. The proxy and other eventual authorization documents, such as registrations, shall be available at the Meeting. Such authorization documents should also be attached to the notice. For those who wish to be represented by agents, the company will provide proxies which will be available on the company website, http://www.oasmia.com.
1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two verifiers
6. Determination as to whether the Meeting has been properly convened.
7. Speech by the Chief Executive Officer
8. Presentation of the Annual Report and the Consolidated Accounts as well as the Audit Report and the Audit Report for the Group
9. Resolution on
a) adoption of the Income Statement and the Balance Sheet as well as the Consolidated Income Statement and the Consolidated Balance Sheet
b) dispositions in respect of the company’s profit or loss pursuant to the adopted Balance Sheet
c) discharge from liability of the Directors and the President
10. Determination of the number of Directors
11. Determination of fee to the Board of Directors and the Auditors
12. Election of Board of Directors, Chairman of the Board of Directors and auditors
13. Decision on the nomination committee prior to the 2015 Annual General Meeting
14. The Board’s proposal for resolution on remuneration guidelines for the Chief Executive Officer and other persons in the company management
15. Authorization of repurchase and transfer the company´s own shares
16. Authorization of a share issue
17. Closing of the Meeting.
PROPOSALS FOR DECISION
The nomination committee proposes as follows
Item 2 Proposal of Joel Citron as Chairman of the Meeting. Item 10 Six members without substitutes. Item 11 Board member who is not established in the company shall receive payment of SEK 150 000 per year. The Chairman of the Board shall receive payment of SEK 175 000. The Board fee may, following a special agreement with Oasmia Pharmaceutical AB, be invoiced by the company that is wholly-owned by the member. If this takes place, the invoiced fee shall be increased by an amount corresponding to social charges and VAT. Payment shall be made to the auditors according to the invoice. Item 12 Re-election of Joel Citron, Jan Lundberg, Horst Domdey, Bo Cederstrand and Julian Aleksov and election of Hans Sundin. Joel Citron proposes as Chairman of the Board of Directors. Election of Ernst & Young AB, with principal auditor Björn Ohlsson. Item 13 The nomination committee proposes that the nomination committee process prior to the 2015 Annual General Meeting shall be appointed as follows. The nomination committee shall consist of the chairman of the board and two other members appointed by the two largest shareholders in terms of voting rights in Oasmia Pharmaceutical as of September 30, 2014. The committee shall elect its chairman among themselves. The chairman of the board may not serve as a chairman of the nomination committee.
The Board of Directors proposes as follows
Proposal for resolution on the dispositions in respect of the company’s profit/loss pursuant to the adopted Balance Sheet (item 9b)
The Board proposes that no dividends shall be paid and that share premium reserve SEK 640 924 000, accumulated losses SEK -267 254 582 and income for the year SEK -105 125 616, in total SEK 268 543 802 will be carried forward.
Proposal for resolution on remuneration guidelines for the President and other persons in the company management (Item 14).
The Board of Directors proposes the following guidelines that are intended to apply as of the 2014 Annual General Meeting until the 2015 Annual General Meeting
Pay and other benefits
Remuneration to the Chief Executive Officer and other in the company management shall consist of fixed salary and pension allocations. The President shall also be entitled to private health insurance.
Period of notice and severance pay
In the event of termination on the part of the company, the period of notice for the President shall be no more than 24 months. In the event of termination on the part of the President, the period of notice shall be no more than six months. For other people in the company management, the period of notice shall normally be six months if the termination is on the initiative of the company, and three months if the termination is on the initiative of the post holder. No special severance pay shall be paid.
A decision regarding any shares and share price-related incentive program aimed at people in the company management shall be made by the General Meeting.
The more detailed principles for salary payment for the President and other people in the company management shall be found in a policy established by the Board.
Deviation in individual cases
The Board shall be entitled to deviate from these guidelines if there are special grounds in an individual case. If such a deviation is made, information on this and the reason for the deviation shall be reported at the next Annual General Meeting.
The Board’s proposal for the authorization of repurchase and transfer the company´s own shares (Item 15)
The Board of Directors proposes that the Meeting authorizes the Board of Directors to resolve to repurchase, on one or several occasions prior to the next annual general meeting, as many shares as may be purchased without the company’s holding at any time exceeds 10 per cent of the total number of shares in the company. The shares shall be purchased on NASDAQ OMX Stockholm and only at a price within the price range registered at any given time, i.e. the range between the highest bid price and the lowest offer price.
The Board of Directors also proposes that the Board of Directors shall be authorized to resolve, on one or several occasions during the period until the next annual general meeting, to transfer all shares held by the company, via NASDAQ OMX Stockholm or in connection with the acquisition of companies, businesses or parts thereof on market terms, however, not to a price lower than current stock market value. Transfer of shares on the NASDAQ OMX Stockholm may at a price within the price range registered at any given time, i.e. the range between the highest bid price and the lowest offer price.
The purpose of the proposed authorizations is to provide flexibility as regards the company’s possibilities to distribute capital to its shareholders and to promote more efficient capital usage in the company.
Authorization for the Board to propose new issue of share, warrants and convertibles (Item 16)
The Board proposes the General Meeting to authorize the Board on one or more occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders’ preferential right, to make a decision regarding a new share issue on cash payment and/or with a provision regarding in kind or offset or otherwise with terms in accordance with Chap. 13, Sect. 7 of the Companies Act, and issuing of warrants on cash payment and/or with a provision regarding in kind or offset or otherwise with terms in accordance with Chap. 14, Sect. 5 the Companies act, and also an issue of convertibles on cash payment and/or with a provision regarding in kind or offset or otherwise with terms in accordance with Chap. 15, Sect. 5 of the Companies Act. In the event of a deviation from the preferential right, the new shares and convertibles shall be issued at an amount that concurs with the share price at the time of implementing the new share issue, after a deduction of any market-related discount that the Board deems to be required.
The reason for the authorization is to facilitate the procurement of operating capital. The reason for deviating from the shareholders’ preferential right is to broaden the ownership group. The total number of shares that it shall be possible to issue with the support of the authorization must not exceed 20 000 000. The total number or warrants that it shall be possible to issue with the support of the authorization must not exceed 20 000 000. The total number of convertibles that it shall be possible to issue with the support of the authorization must not exceed more convertibles than entitle conversion to 20 000 000 shares. It is also proposed that the Board or the party the Board appoints for the task shall have the right to make the minor changes that may be brought about by the registration thereof with the Swedish Companies Registration Office or Euroclear Sweden AB.
The Meeting’s resolution regarding item 15 and 16 must, in order to be valid, be supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the meeting.
Right to information
The Board of Directors and the Chief Executive Officer must, if a shareholder requests it and the Board considers that it can be made without considerable damage to the company, provide information at the Annual General Meeting about conditions which may affect the estimation of the company or of the subsidiaries financial situation to another group company.
The Annual Report and Audit report, proxies and full proposals as stated above that will be put forward to the Meeting will be available at the company website http://www.oasmia.com and at Oasmia Pharmaceutical AB, Vallongatan 1, Uppsala, Sweden, phone +46 18 50 54 40, not later than three weeks prior to the Annual General Meeting and will be sent to shareholders upon request.
Shares and votes
The company’s shares are issued in one series. All shares carrying equal voting rights at the General Meeting. There are in total 88 072 330 shares in the company, accordingly there are in total 88 072 330 votes.
Uppsala September 1, 2014
The Board of Directors
About Oasmia Pharmaceutical AB
Oasmia Pharmaceutical AB develops new generations of drugs in the field of human and veterinary oncology. The company’s product development aims to create and manufacture novel nanoparticle formulations and drug-delivery systems based on well-established cytostatics which, in comparison with current alternatives, show improved properties, reduced side-effects, and expanded applications. The company’s product development is based on its proprietary in-house research and company patents. Oasmia is listed on NASDAQ OMX Stockholm (OASM) and the Frankfurt Stock Exchange (OMAX, ISIN SE0000722365).
Mikael Widell, Vice President Communications
Mobile: +46 70 311 99 60