BioInvent International AB Annual General Meeting
Lund, Sweden - At BioInvent's Annual General Meeting on 24 March, CEO Svein Mathisen informed the shareholders about BioInvent's progress. His presentation focused on the progress of the Company as a whole and within the individual projects. The AGM resolved in accordance with the board's proposals to implement a complementary employee incentive program for newly employed key employees, to authorize the Board of Directors to issue shares and to amend the limits of the share capital and the number of shares in the Articles of Association.
The AGM voted in favour of adopting the income statements and balance sheets for the Group and the parent company. The AGM also decided that the profits at the disposal of the AGM, amounting to SEK 15,815,489 after deduction of the year's loss of SEK -125,844,676, should be carried forward.
The AGM discharged the Board members and the President and CEO from liability and reelected the ordinary board members Lars Backsell, Carl Borrebaeck, Lars Ingelmark, Elisabeth Lindner, Svein Mathisen, Björn Nilsson and Kenth Petersson. Björn Nilsson was elected new Chairman of the Board, replacing Karl Olof Borg who had declined re-election.
The Board's fees were set at SEK 400,000 for the Chairman of the Board and SEK 160,000 for each of the other members of the Board not employed by the Company. In addition hereto, it was decided that the fee for the Chairman of the Audit Committee shall amount SEK 50,000, that the fee for each of the other members in the Audit Committee shall amount to SEK 40,000 and that the fee for each of the members in the Remuneration Committee shall amount to SEK 20,000.
The AGM further resolved in accordance with the board's proposal to guidelines for remuneration of executive management.
Moreover, the AGM authorised the Board of Directors to resolve on the issue of not more than 6,109,568 new shares, which is equivalent to 10 per cent of the share capital, on one or several occasions during the period up to the next annual general meeting. 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 of Directors resolves on an issue with deviation from the shareholders' preferential right the reason may primarily be to broaden the ownership structure 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 of Directors.
In accordance with the proposal of the Board of Directors, the AGM further resolved to amend the provisions of the articles of association as regards the lowest and highest share capital and the lowest and highest number of shares.
Last, the AGM resolved, in accordance with the proposal of the Board of Directors, on a complement to the previous employee incentive program. The new Employee Incentive Program 2011/2015 shall comprise newly employed members of management and key-employees who do not participate in the previous program. The program shall comprise maximum 350,000 employee options, thus falling within the number of employee options remaining unused from the previous program. Accordingly, this complementary program will not result in a further dilution of the share capital in excess of what has been accounted for in connection with the previously determined program. Employee options shall be granted to all employees free of charge and as basic allotment, all employees will receive a maximum of 7,500 options, except for members of management without a substantial shareholding in the company, who will receive a maximum of 30,000 employee options. Further, extra allotment may be obtained based on performance during the operating years 2011, 2012 and 2013, with a maximum of 15,000 employee options each year to the members of management and a maximum 7,500 employee options each year to key employees. The employee options are non-transferable and exercise of the employee options is conditional upon the holder still being employed with the group. Each employee option will entitle the holder to subscribe for one new share in BioInvent at a subscription price equivalent to 110 per cent of the volume-weighted average price paid for the Company share at NASDAQ OMX Stockholm during ten trading days following the AGM 2011. In order to enable BioInvent's delivery of shares under the complementary program, as well as to secure social security contributions connected therewith, the AGM further decided, as part of the program, to approve that BioInvent's wholly-owned subsidiary, BioInvest Finans AB, transfer warrants in their possession to employees within the group or otherwise disposes of the warrants in order to secure the company's commitments and costs in connection with the program.
Notes to Editors:
About BioInvent
BioInvent International AB, listed on the NASDAQ OMX Stockholm (BINV), is a research-based
pharmaceutical company that focuses on developing antibody drugs. The Company currently has four clinical
development projects within the areas of thrombosis, cancer and atherosclerosis. The Company has signed
various strategic alliances to strengthen the product pipeline and increase the likelihood of success. These
partners include Genentech, Human Genome Sciences, Roche and ThromboGenics.
The company's competitive position is underpinned by an in substance patented antibody development
platform. The scope and strength of this platform is also utilised by partners, such as Bayer HealthCare,
Daiichi Sankyo, Mitsubishi Tanabe, UCB and XOMA.
More information is available at www.bioinvent.com (http://www.bioinvent.com/).
For further information, please contact:
BioInvent International AB
Svein Mathisen                                                     Cristina Glad
President & CEOÂ Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Executive Vice President
Tel: +46 (0)46-286 85 67Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Tel: +46 (0)46-286 85 51
Mobile: +46 (0)708-97 82 13Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Mobile: +46 (0)708-16 85 70
E-mail: [email protected]Â ([email protected])Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â E-mail: [email protected]Â ([email protected])
College Hill (media enquiries)
Melanie Toyne Sewell, Anastasios Koutsos
Tel: +44 (0)20 7866 7856
Rebecca Skye Dietrich
Tel: +1 (857) 241-0795
E-mail: [email protected]Â ([email protected])
BioInvent International AB (publ)Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â
Co. reg. No. 556537-7263,                                    Â
Address:Â Sölvegatan 41Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â
Mailing address: SE-223 70 LUNDÂ Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â
Tel: +46 (0)46 286 85 50Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â
[email protected]Â ([email protected])Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â
www.bioinvent.com (http://www.bioinvent.com/)                                    Â
Information disclosed in this press release is provided herein pursuant to the Swedish Securities Markets Act and/or the Swedish Financial Instruments Trading Act. The information was submitted for publication at 6.30 p.m. CET, on 24 March, 2011.