Notice of Annual General Meeting of NeuroVive Pharmaceutical AB (publ)


The shareholders of NeuroVive Pharmaceutical AB (publ), corporate identity
number 556595-6538, are hereby convened to the Annual General Meeting, held at 4
p.m. on Monday, 30 March 2015 at Medicon Village, Scheelevägen 2, Lund, Sweden,
with admission for registration from 3:30 p.m.
Read notice in pdf: Notice of General Meeting
eng (http://mb.cision.com/Public/6574/9730098/891531a903ed4d99.pdf)

Entitlement to participate and notification
Shareholders that wish to participate at the Annual General Meeting should
• be included in the share register maintained by Euroclear Sweden AB on Tuesday
24 March 2015, and
• notify the Company in writing by no later than Tuesday, 24 March 2015 to
NeuroVive Pharmaceutical AB, Medicon Village, Scheelevägen 2, 223 81 Lund,
Sweden. Such notification is also possible by telephone +46 (0)46 275 6220 or
fax +46 (0)46 888 8348 or by email: info@neurovive.com. Notifications must state
full names, personal or corporate identity numbers, shareholdings, address,
daytime telephone number, and where applicable, information on deputies or
assistants (maximum of two). Where applicable, notifications should also enclose
powers of attorney, certificates of registration and other legitimacy papers.

Nominee-registered shares
For entitlement to participate at the Annual General Meeting, shareholders with
nominee-registered holdings with banks or other administrators must temporarily
re-register their shares in their own name with Euroclear Sweden AB. Such re
-registration must be complete by no later than Tuesday, 24 March 2015, which
means that shareholders that wish to conduct such re-registration must inform
their administrator thereof in good time prior to the aforementioned date.
Proxies etc.
If shareholders attend by proxy, such proxy must bring a written power of
attorney, dated and signed by the shareholder to the Meeting. This power of
attorney may not be older than one year, unless a longer term of validity
(although subject to a maximum of five years) is stated in the power of
attorney. If the power of attorney has been issued by a legal entity, the proxy
should also bring the relevant certificate of registration or corresponding
legitimacy papers for the legal entity. To facilitate entry, a copy of the power
of attorney and other legitimacy papers should be attached to the notification
of attendance of the Meeting. Power of attorney forms are available from the
Company’s website www.neurovive.se and can be sent by mail to shareholders that
contact the Company stating their mail address.

Number of shares and votes At the time of publication of this Notice, the total
number of shares and votes of the Company is 27,788,093. Additionally, 1,300,000
shares have been subscribed and allocated in the company's recently completed
private placement. The Company does not hold any treasury shares.

Proposed agenda:
0. Opening the Meeting.
1. Election of a Chairman of the Meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election or two persons to verify the minutes.
5. Consideration of whether the Meeting has been duly convened.
6. Chief Executive Officer's address.
7. Submission of the Annual Accounts and Audit Report and the Consolidated
Accounts and Consolidated Audit Report.
8. Resolutions a) On adopting the Income Statement and Balance Sheet and the
Consolidated Income Statement and Consolidated Balance Sheet. b) On
appropriation of the Company's earnings in accordance with the adopted Balance
Sheet. c) On discharging the Board members and Chief Executive Officer from
liability.
9. Determination of the number of Board members
10. Determination of Directors' and audit fees.
11. Election of a Board of Directors.
12. Resolution on guidelines for remuneration to senior executives.
13. Resolution on guidelines for the Nomination Committee.
14. Resolution on authorizing the Board of Directors to decide on the new issue
of shares.
15. Closing the Meeting.

Proposed resolutions in brief:

Election of a Chairman of the Meeting (point 1)
The Nomination Committee proposes that the Annual General Meeting appoints
Andreas Sandgren as Chairman of the Meeting.

Appropriation of profits (point 8 b)
The Board of Directors proposes that the Annual General Meeting disposes over
the Company’s earnings in accordance with the Board of Directors’ proposal in
the Annual Accounts. Additionally, the Board of Directors proposes that no
dividend is paid for the financial year 2014.
Determination of the number of Board members and determination of Directors’ and
audit fees (point 9 and 10)
The Nomination Committee proposes that the Annual General Meeting resolves that
the number of Board members shall be eight. The Nomination Committee also
proposes that fees to Board members elected by the Annual General Meeting not
employed by the Company and members of the Board of Directors’ various
Committees not employed by the Company shall be payable as follows:

• SEK 300,000 to the Chairman of the Board;
• SEK 150,000 each to other Board members;
• SEK 100,000 to the Chairman of the Audit Committee;
• SEK 50,000 each to other members of the Audit Committee;
• SEK 40,000 to the Chairman of the Remuneration Committee;
• SEK 20,000 each to other members of the Remuneration Committee.

Having considered the Company’s and the Board of Directors’ appraisal of the
auditors’ work, the Nomination Committee proposes that as in the previous year,
audit fees should be in accordance with approved account pursuant to customary
billing terms. No fees shall be payable to members of the Nomination Committee.

Election of the Board of Directors (point 11)
The Nomination Committee proposes that the Annual General Meeting approves re
-election of the following Board members: Greg Batcheller, Arne Ferstad, Boel
Flodgren, Marcus Keep, Helena Levander, Anna Malm Bernsten and Helmuth von
Moltke. The Nomination Committee also proposes the election of Fredrik Olsson as
a Board member. The Nomination Committee proposes that Greg Batcheller is re
-elected as Chairman of the Board.
Resolution on guidelines for remuneration to senior executives (point 12)
The Board of Directors proposes that the Annual General Meeting approves the
following guidelines for senior executives:
Guidelines for remuneration and other employment terms for management primarily
imply that the Company should offer its senior executives market remuneration,
that the remuneration shall be subject to consultation by a dedicated
Remuneration Committee within the Board of Directors, that the associated
criteria shall constitute the senior executive’s responsibilities, role,
competence and position. Remuneration to senior executives decided by the Board
of Directors excluding any Board members affiliated to the Company and
management. The guidelines shall be applied to new agreements, or existing
agreements reached between senior executives after the guidelines have been
adopted, and until new or revised guidelines are determined. What is stipulated
for NeuroVive also applies to the Group, where applicable. This proposal is
basically identical to the guidelines approved for remuneration to senior
executives in the previous year.

1. Basic principle
Salary and other benefits, as well as any share-related incentive programs,
shall be on market terms and shall be structured so that NeuroVive can attract
and retain competent senior executives.

2. Fixed compensation
Senior executives shall be offered fixed compensation that is on market terms
and based on the senior executive's responsibilities, roll, competence and
position. Fixed compensation shall be subject to annual review.

3. Variable remuneration
From time to time, senior executives may be offered variable remuneration. Such
variable remuneration shall be on market terms and shall be based on the outcome
of predetermined financial and individual targets. The terms and conditions and
basis of computation of variable remuneration shall be determined for each
financial year.

Variable compensation is settled in the year after vesting and may either be
paid as salary or as a lump-sum pension premium. Payment as a lump-sum pension
premium is subject to indexation so the total cost for NeuroVive is neutral. The
basic principle is that the yearly variable remuneration portion may amount to a
maximum of 30% of fixed annual compensation.

The total of the variable remuneration for senior executives may amount to a
total maximum of SEK 1,500,000.

When structuring variable remuneration that is payable to management in cash,
the Board of Directors should consider introducing provisions such as: a.)
making payment of a predetermined portion of such remuneration conditional so
the performance on which vesting is based is demonstrably sustainable over time,
and
b.) offers the Company the opportunity to reclaim such remuneration paid on the
basis of information that subsequently proves manifestly erroneous.

4. Non-monetary benefits
Where the Board of Directors considers it appropriate and/or after individual
consideration of an overall salary and benefits structure, a senior executive
may be entitled to additional healthcare insurance.

5. Pension
Senior executives are entitled to market-based pension solutions in accordance
with collective bargaining agreements and/or agreements with NeuroVive. All
pension obligations should be defined contribution. Salary waivers may be
utilized to increase pension provisions through lump-sum pension premiums,
providing the total cost for NeuroVive is neutral.

6. Notice period
From NeuroVive’s side, the maximum notice period shall be six months for the
Chief Executive Officer and a maximum of six months for other senior executives.
The notice period from the Chief Executive Officer’s side shall be a minimum of
six months, and from other senior executives’ side, shall be a minimum of three
months.

7. The consultative and decision-making process of the Board of Directors
The Board of Directors' Remuneration Committee consults on proposals for
decision regarding salary and other employment terms for senior executives.
Remuneration to senior executives is then decided by the Board of Directors,
excluding any Board members who are affiliated to the Company and its
management.

Share-related incentive programs approved by shareholders’ meetings
Through its Nomination Committee, the Board of Directors shall consider the need
for share-related incentive programs yearly, and where necessary, submit a
proposal for resolution to the Annual General Meeting regarding a well
-considered share-related incentive program for senior executives and/or other
employees. Resolutions regarding any share and share price-related incentive
programs targeted at senior executives shall be made by shareholders’ meetings.

8. Information on previously approved remuneration that is not due for payment
There is no previously approved remuneration that is not due for payment.

9. Information on departure from the guidelines resolved by the Annual General
Meeting
There have been no departures from previously approved guidelines.

10. Other
The Board of Directors shall be entitled to depart from the above guidelines if
the Board of Directors judges that there are special circumstances justifying
this in an individual case.

Resolution on the guidelines for the Nomination Committee (point 13)

The Nomination Committee proposes that the work of the Nomination Committee for
the Annual General Meeting 2016 should be conducted as follows:

• The Company shall have a Nomination Committee that shall consist of a member
for each of the three largest shareholders in terms of votes, based on the
shareholder statistics as of 30 June 2015, which the Company obtains from
Euroclear Sweden AB. If such shareholder does not exercise its right to appoint
a member, the right to appoint a member of the Nomination Committee shall
transfer to the next largest shareholder in terms of votes. Coincident with the
appointment of a new Nomination Committee, in an appropriate manner, the
Chairman of the Board shall contact the three largest shareholders identified
and request them to nominate the person said shareholder intends to appoint as a
member of the Nomination Committee in writing within a reasonable period in the
circumstances, although not exceeding 30 days.

The majority of the Nomination Committee's members should be non-affiliated to
the Company and its management. The Chief Executive Officer or other member of
management should not be a member of the Nomination Committee. At least one of
the members of the Nomination Committee should be non-affiliated to the largest
shareholder of the Company in terms of votes, or group of shareholders that
cooperate on the Company’s administration. Board members may be members of the
Nomination Committee, but should not constitute a majority of Nomination
Committee members. The Chairman of the Board or other Board members should not
be the Chairman of the Nomination Committee. If more than one member is a member
of the Nomination Committee, a maximum of one of these people should be
affiliated to the Company’s largest shareholder.

Information on the definitively appointed Nomination Committee shall include the
name of the three appointed members, as well as the name of those shareholders
that appointed them, and shall be published by no later than six months prior to
the scheduled Annual General Meeting. The Nomination Committee’s term of office
extends until a new Nomination Committee has been appointed. Unless the members
agree otherwise, the chairman of the Nomination Committee should be that member
appointed by the largest shareholder in terms of votes.

• If one or more of the shareholders that have appointed members of the
Nomination Committee are no longer one of the three largest shareholders in
terms of votes, members appointed by such shareholders shall put their places on
the Nomination Committee at the Committee’s disposal, and that, or those,
shareholders that have become one of the three largest shareholders in terms of
the vote shall be entitled to appoint members. However, unless there are special
circumstances, there shall be no changes to the composition of the Nomination
Committee if only marginal changes to the number of votes have occurred, or any
such change occurs later than two months prior to the Annual General Meeting.
Shareholders that have appointed members of the Nomination Committee are
entitled to dismiss such member, and appoint a new member of the Nomination
Committee if the member appointed by said shareholder decides to leave the
Nomination Committee. Changes to the composition of the Nomination Committee
shall be published as soon as they have occurred.

• The Nomination Committee shall prepare proposals on the following issues to be
submitted to the Annual General Meeting for resolution:

a) a proposal regarding a Chairman of the Meeting;
b) a proposal regarding the number of Board members elected by the Annual
General Meeting, and where applicable, the number of auditors;
c) a proposal regarding fees to Board members not employed by the Company, and
members of the Board’s various Committees not employed by the Company;
d) a proposal regarding audit fees;
e) a proposal regarding election of the Chairman of the Board and other Board
members, and where applicable, election of auditors;
f) a proposal regarding guidelines for appointing members of the Nomination
Committee, and for the duties of the Nomination Committee;
g) a proposal regarding fees to members of the Nomination Committee.

Resolution on authorization for the Board of Directors to decide on the new
issue of shares (point 14)
The Board of Directors proposes that the Annual General Meeting resolves to
authorize the Board of Directors to decide on the new issue of shares, 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 fifteen per cent (15%) based on the
total share capital of the Company at the time of the Annual General Meeting
2015.

Share issues should be at market subscription price, subject to reservation for
a market discount where applicable, and apart from cash, payment may be as
assets contributed in kind or through offset or subject to other terms and
conditions.

A new share issue decided with this authorization should be conducted with the
aim of raising working capital for the Company. If the Board of Directors
decides on a share issue waiving shareholders' preferential rights, the reason
should be to raise working capital for the Company and/or for new owners of
strategic significance to the Company and/or acquisitions of other companies or
operations.

For validity, resolutions require the proposal to be supported by shareholders
representing at least two-thirds of the votes cast and shares represented at the
Meeting.
Other
The Annual Accounts and Audit Report of the Company and Group, as well as
complete proposals for resolution and the auditor's statement pursuant to chap.
8, § 54 of the Swedish Companies Act, will be available at the Company's
offices, Medicon Village, Scheelevägen 2, Lund, Sweden, and at the Company’s
website www.neurovive.se by no later than three weeks prior to the Annual
General Meeting, and will be sent to those shareholders that so request and
state their mail address. Shareholders attending the Annual General Meeting are
entitled to request disclosures regarding matters on the agenda or the Company’s
or Group’s financial position in accordance with chap. 7 § 32 of the Swedish
Companies Act (2005:551)

THE BOARD OF DIRECTORS
NeuroVive Pharmaceutical AB (publ)
Lund, Sweden, February 2015

N.B. English translation is for convenience purposes only. NeuroVive
Pharmaceutical AB (publ) is required to publish the information in this news
release under The Swedish Securities Market Act. The information was submitted
for publication on 25 February 2015, at 8:30 a.m. CET.

Attachments

Notice of General Meeting_eng.pdf 02248398.pdf