Lund, Sweden – 17 May 2017 – BioInvent International AB (publ) (BINV)

BioInvent’s Annual General Meeting (the “AGM”) on 17 May resolved to elect Dharminder Chahal and Niklas Prager as new board members, to implement a Board share program for the members of the Board and to implement a long-term incentive program for the company’s management and other key persons.

The AGM voted in favor of adopting the income statements and balance sheets for the Group and the parent company for the financial year 2016, and decided that no dividend should be declared for the financial year 2016.

The AGM discharged the Board members and the CEO from liability, re-elected the ordinary Board members Björn O. Nilsson, Lars Ingelmark, An van Es-Johansson and Vincent Ossipow and elected Dharminder Chahal and Niklas Prager as new Board members. Björn O. Nilsson was re-elected Chairman of the Board.

The AGM resolved that the Board’s annual basic fees shall amount to SEK 525,000 to the Chairman of the Board and SEK 235,000 to each of the other Board members, who are not employed by the company. In connection hereby it was resolved that the fees for Board members who elect to not participate in the Board share program resolved by the general meeting shall amount to SEK 400,000 to the Chairman of the Board and SEK 160,000 each to the other members of the Board (unchanged). In addition hereto, the AGM resolved on fees for committee work in the amounts of SEK 50,000 to the Chairman of the Audit Committee, SEK 40,000 to each of the other members of the Audit Committee and that no fee for work in the Remuneration Committee shall be paid. Fee for committee work shall not be paid to the Chairman of the Board.

Further, the AGM resolved in accordance with the Board’s proposal on guidelines for remuneration of executive management.

The AGM resolved to approve the Nomination Committee’s proposal for a Board share program for the members of the Board, whereby the members of the Board who wish to participate in the program are allocated 45 per cent of the basic fee for the Board assignment in the form of shares in BioInvent to a number that at the time of allocation in terms of value is equivalent to 45 per cent of the fee. The resolution includes a directed issue of a maximum of 900,000 warrants (corresponding to approximately 0.03 per cent of the total number of shares and votes in the company) and approval of transfer or warrants in order to secure the fulfilment of the company’s obligations under the program. Subscription of shares by virtue of the warrants shall be made no later than 30 July 2018 and the subscription price per share shall amount to the share’s quota value (presently SEK 0.08).

Further, the AGM resolved to approve the Board’s proposal regarding the implementation of a long-term incentive program in the form of an option program comprising management and other key persons, entailing a directed issue of maximum of 7,117,000 warrants (corresponding to approximately 2.3 per cent of the total number of shares and votes in the company) and approval of transfer of warrants to secure the fulfilment of the company’s obligations under the program and social security charges. The program means that the participants may be allotted a maximum of 5,650,000 warrants depending on performance and the company’s long-term value growth. Each option entitles the holder to subscribe for one new share in BioInvent during the period from the day of release of the company’s year-end report for the financial year 2019 up to and including 15 December 2020. The subscription price per share shall correspond to 130 per cent of the volume-weighted average price paid for the company’s share on Nasdaq Stockholm during ten trading days as from and including 18 May 2017. 

Last, the AGM authorised the Board of Directors to resolve on the issue of new shares, on one or several occasions during the period up to the next annual general meeting. The number of shares to be issued by virtue of the authorisation shall not exceed 15 per cent of the registered share capital (as per the date of the resolution on the issue of new shares). The issue may take place with or without a deviation from the shareholders’ preferential right and with or without provisions on contribution in kind or set-off or any other terms. The purpose of the authorisation is to increase the company’s financial flexibility and enable acquisitions by payment of shares. If the Board resolves on an issue with deviation from the shareholders’ preferential right the reason may be to add new capital and/or new company owners of strategic importance to the company and/or the acquisition of other companies or businesses. At a deviation from the shareholders’ preferential right, the issue rate shall be determined in accordance with market conditions. Other terms may be resolved by the Board.

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Note to editors: 

About BioInvent
BioInvent International AB (OMXS: BINV) is focused on the discovery and development of novel and first-in-class immuno-regulatory antibodies to treat cancer. The Company’s clinical programmes are BI-1206, currently in a Phase I/II for non-Hodgkin’s lymphoma and chronic lymphatic leukaemia and TB-403, in cooperation with Oncurious, currently in Phase I/II for medulloblastoma. BioInvent has an exciting pre-clinical portfolio based on novel immuno-modulatory antibodies that target regulatory T cells (T-regs) and tumour-associated myeloid cells. In December 2016, the Company signed a strategic research collaboration with Pfizer Inc. BioInvent also works with leading academic institutions including the University of Southampton, Cancer Research UK, and Penn Medicine. BioInvent generates revenues from global partnerships, including Bayer Pharma, Daiichi Sankyo, and Mitsubishi Tanabe Pharma and from its manufacturing facility for the production of antibodies for research through to late-stage clinical trials.

For further information, please contact:
Michael Oredsson                                               
President and CEO                                             
+46 (0)46 286 85 67                                              
+46 (0)70716 89 30
[email protected]

BioInvent International AB (publ)
Co. reg. No: 556537-7263
Visiting address: Sölvegatan 41
Mailing address: 223 70 LUND
Phone: +46(0)46 286 85 50
[email protected]
www.bioinvent.com