ASCELIA PHARMA AB The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
The shareholders in
Right to participate and notice of participation
Shareholders wishing to attend the annual general meeting must:
- be registered in the company’s share register kept by
Euroclear Sweden AB (the Swedish Securities Register Center) as of Thursday25 April 2024 ; and - have notified their participation to the company no later than Monday
29 April 2024 , by mail toAscelia Pharma AB , att: Julie Waras Brogren,Hyllie Boulevard 34, SE-215 32 Malmö,Sweden , by e-mail to jwb@ascelia.com or by phone +46 (0)735 179 116. The notice should specify the complete name of the shareholder, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).
Trustee-registered shares
Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the annual general meeting, request the trustee to register their shares in their own name with
Proxies etc.
Shareholders intending to participate by proxy must issue a written, signed and dated power of attorney. The validity term of the power of attorney may not be more than one year, unless a longer validity term is specifically stated in the power of attorney (however at the longest five years). If the power of attorney is issued by a legal entity, the representing proxy must also present an up-to-date certificate of registration (Sw. registreringsbevis) or equivalent document for the legal entity. In order to facilitate the entrance at the meeting, a copy of the power of attorney and other authorization documents should preferably be attached to the shareholder’s notification to participate in the annual general meeting. A template power of attorney is available at the company’s website (www.ascelia.com) and will be sent by mail to the shareholders who request it and state their address.
Proposed agenda
- Opening of the meeting.
- Election of chairman of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons who shall approve the minutes of the meeting.
- Determination of whether the meeting was duly convened.
- Presentation by the CEO.
- Submission of the annual report and the audit report and the consolidated annual report and consolidated audit report as well as the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives.
- Resolutions regarding:
a. adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet;
b. allocation of the company’s profits in accordance with the adopted balance sheet; and
c. discharge of the members of the board of directors and the CEO from liability. - Determination of the number of members of the board of directors, auditors and deputy auditors.
- Determination of remuneration for the members of the board of directors and for the auditors.
- Election of members of the board of directors, chairman of the board of directors and auditor.
- Resolution on remuneration of the Nomination Committee for work ahead of the annual general meeting in 2025.
- Resolution on approval of remuneration report.
- Resolution on authorization for the board of directors regarding issues.
- Resolution on implementation of a long-term incentive program by way of (A) implementation of a performance-based share saving program; (B) authorization on directed issues of series C shares; (C) authorization for repurchase of series C shares; and (D) resolution on transfer of own ordinary shares.
- Resolution on authorization for the board of directors regarding transfer of own ordinary shares.
- Closing of the meeting.
Proposed resolutions
Item 1: Election of chairman of the meeting
The Nomination Committee, that has consisted of Jørgen Thorball (chairman), appointed by Sunstone Life Science Ventures II K/S, Håkan Nelson, appointed by
Item 8 b: Resolution regarding allocation of the company’s profits in accordance with the adopted balance sheet
The board of directors proposes that no dividends are paid to the shareholders and that the available funds of
The Nomination Committee proposes that the board of directors shall be composed of five members.
Furthermore, the Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that one registered accounting firm is appointed as auditor.
Item 10: Determination of remuneration for the members of the board of directors and for the auditors
The Nomination Committee proposes that board remuneration shall be paid with
All proposed remunerations are unchanged from previous year.
Furthermore, the Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that remuneration for the auditor shall be paid in accordance with customary norms and approved invoice.
Item 11: Election of members of the board of directors, chairman of the board of directors and auditor
The Nomination Committee proposes that
Information on the board members proposed for re-election can be found at the company’s website (www.ascelia.com) and in the annual report.
Furthermore, the Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that Öhrlings
Item 12: Resolution on remuneration of the Nomination Committee for work ahead of the annual general meeting in 2025
The Nomination Committee proposes that remuneration shall be paid with
Item 13: Resolution on approval of remuneration report
The board of directors proposes that the annual general meeting resolves to approve the board of directors’ remuneration report for the financial year 2023.
Item 14: Resolution on authorization for the board of directors regarding issues
The board of directors proposes that the annual general meeting resolves to authorize the board of directors, at one or several occasions, during the time up until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, and with or without provisions regarding payment in kind or through set-off or other provisions, to resolve to issue new ordinary shares, convertibles and/or warrants. The reason for that deviation from the shareholders’ preferential rights shall be permitted is to enable the company to raise working capital, to execute acquisitions of companies or operating assets as well as to enable issues to industrial partners within the framework of partnerships and alliances. The total number of ordinary shares that that may be issued pursuant to the authorization (alternatively be issued through conversion of convertibles and/or exercise of warrants) shall be limited to a number that leads to a maximum dilution of 20 per cent (calculated after full utilization of the now proposed authorizations) of the total number of ordinary shares outstanding in the company at the time of the first issue resolution pursuant to the authorization. To the extent an issue is made with deviation from the shareholders’ preferential rights, the issue should be made on market terms.
The CEO shall be authorized to make minor formal adjustments of the resolution which may be required for registration with the Swedish Companies Registration Office (Sw. Bolagsverket).
Item 15: Resolution on implementation of a long-term incentive program by way of (a) implementation of a performance-based share saving program; (b) authorization on directed issues of series C shares; (c) authorization for repurchase of series C shares; and (d) resolution on transfer of own ordinary shares
The board of directors proposes that the annual general meeting resolves to implement a long-term incentive program in the form of a performance-based share saving program (the “LTI 2024”) for employees in accordance with A below. The resolution is conditional upon that the annual general meeting also resolves on hedging measures in accordance with B – D below.
a.Implementation of a performance-based share saving program
Background
The overall purpose with LTI 2024 is to align the interests of the employees with those of the shareholders and thus ensure a maximum long-term value adding commitment. LTI 2024 is also considered to create a long-term focus on increase in earnings and growth among the participants. LTI 2024 is further considered to facilitate for the company to recruit and retain employees.
At previous annual general meetings, it has been resolved to implement corresponding incentive programs for employees in the company, and currently LTI 2021, LTI 2022 and LTI 2023 are outstanding.
Terms and conditions for LTI 2024
1. LTI 2024 shall comprise senior executives and other employees divided into six categories.
2. LTI 2024 means that the participants will invest in or allocate already owned ordinary shares in the company (“Saving Shares”). Following a predefined time period, the participants will, free of charge, have the right to receive additional shares in the company (“Matching Shares”). In addition, conditional upon fulfilment of a goal related to the development of the share price, the participants will further, free of charge, have the right to receive additional shares in the company (“Performance Shares”). The conditions for receipt of Matching Shares and Performance Shares are set out below.
3. The maximum number of Saving Shares that each participant shall be entitled to invest in or allocate shall amount to the following:
| Position | Maximum number of Saving Shares |
| CEO | 54,000 |
| Deputy CEO | 37,800 |
| Other C-level senior executives (currently 1 person) | 28,800 |
| Vice Presidents (currently up to 3 persons) | 18,000 |
| Directors (currently up to 2 persons) | 10,800 |
| Other employees (currently up to 3 persons) | 3,300 |
4.The board of directors shall, within the limits stated above, resolve on the maximum number of Saving Shares that each individual participant may acquire/allocate.
5. The investment in Saving Shares shall be made through acquisition of ordinary shares on the stock market or by allocating ordinary shares held by the participant and which have not been used as saving shares in an already existing incentive program (except for previous share saving programs which have expired). Investment or allocation shall have taken place at the latest on
6. For each Saving Share, the participant shall be entitled to receive 1 Matching Share. In addition, the participant shall have the possibility to receive up to 5 Performance Shares for each Saving Share.
7. The total number of Matching Shares will not exceed 267,000 and the total number of Performance Shares will not exceed 1,335,000, meaning that the total number of shares that can be issued to the participants in connection with LTI 2024 will not exceed 1,602,000. The number of shares that can be issued in connection with LTI 2024 might be recalculated in accordance with what is set out in Section 11 below. The total number of Matching Shares and Performance Shares permitted in LTI 2024 exceeds the number of Matching Shares and Performance Shares that can be issued in relation to the participants currently employed by the company. The background to this is to enable the inclusion of additional employees hired prior to
8. Receipt of both Matching Shares and Performance Shares is conditional upon the fulfilment of the following conditions:
(a) that the participant has retained all Saving Shares during the period from the expiration of the Investment Period to
(b) that the participant has continued to be employed by the company (or another company in its group) throughout the Saving Period.
As regards the employment condition as per (b) above, the board of directors shall in certain cases be entitled to resolve on proportionate allocation in case the employment is terminated prior to the expiration of the Saving Period as set out in Section 14 below.
9. Receipt of Performance Shares is further, in addition to the conditions following from Section 8 above, conditional upon that the requirement related to the development of the company’s share price from the date of the annual general meeting on
10. Before the number of Performance Shares to be allocated is finally determined, the board of directors shall evaluate if allocation pursuant to the principles set out above is reasonable, having regard to the company’s results and financial standing, to conditions on the stock market and to other circumstances in general. If the board of directors finds that it is not reasonable, then the board of directors may decrease the number of Performance Shares to be allocated to the lower number of shares that the board of directors finds reasonable.
11. The number of Matching Shares and Performance Shares that may be allotted by virtue of Saving Shares as well as the Performance Target shall be subject to recalculation in consequence of a bonus issue, split or reverse split, rights issue, and/or other similar company actions.
12. Allotment of Matching Shares and Performance Shares shall take place within 30 days from the publication of the financial report for the period July –
13. Participation in LTI 2024 is conditional upon that the participation is legally possible and that the participation in the company’s sole opinion can be made with reasonable administrative costs for the company.
14. LTI 2024 shall be governed by separate agreements with the respective participant. The board of directors shall be responsible for the preparation and management of LTI 2024 within the above mentioned principal terms and guidelines. In connection herewith, the board of directors shall be entitled to resolve on diverging terms for the allocation of Matching Shares and Performance Shares in connection with cessation of employment during the Saving Period due to death, early retirement or similar occasions or due to termination by the company that is not related to misconduct by the participants. In these cases the board of directors may resolve that the participant will be entitled to receive a proportionate part of the Matching Shares and the Performance Shares. Furthermore, in the event of a public take-over offer, a sale of the company’s business, liquidation, merger or any other such transaction affecting the company, the board of directors shall, at its sole discretion, be entitled to resolve that the Matching Shares and Performance Shares (partially or in full) shall vest and be allotted on completion of such transaction. The board of directors will make this resolution based on the level of achievement of the Performance Target, the remainder of the Saving Period and any other factors deemed relevant by the board of directors.
b. Authorization on directed issues of series C shares
The board of directors proposes that the annual general meeting resolves to authorize the board of directors, for the period up until the next annual general meeting, on one or several occasions, to issue a maximum of 1,881,435 series C shares. The new shares may, with deviation from the shareholders' preferential rights, only be subscribed for by a bank or a securities company at a subscription price which corresponds to the quota value of the shares. The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights in connection with an issue of shares is to secure delivery of Matching Shares and Performance Shares under LTI 2024 and, in terms of liquidity, to hedge payments of future social security contributions related to LTI 2024. It is noted that this shall be achieved through the company repurchasing the series C shares issued pursuant to the authorization in accordance with section C below whereafter the repurchased series C shares will be converted to ordinary shares and transferred in accordance with section D below.
c. Authorization on repurchase of series C shares
The board of directors proposes that the annual general meeting resolves to authorize the board of directors, for the period up until the next annual general meeting, on one or several occasions, to repurchase its own series C shares. Repurchase may only be effected through a public offer directed to all holders of series C shares and shall comprise all outstanding series C shares. Repurchase may also be made of so-called interim shares, by
The board of directors’ statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act (Sw. aktiebolagslagen) is presented in a separate document provided with this proposal.
d. Resolution on transfer of own ordinary shares
In order to fulfil the company’s obligations towards participants in LTI 2024, the board of directors proposes that the annual general meeting resolves that the company shall be entitled to transfer the company’s own ordinary shares as follows:
1. The company shall have the right to transfer the number of ordinary shares that the company has a maximum obligation to allocate as Matching Shares and Performance Shares to participants in LTI 2024, at most 1,602,000 shares.
2. The shares that can be transferred in accordance with paragraph 1 above may consist of either shares newly issued and repurchased in accordance with B – C above, shares which have been issued and repurchased in connection with corresponding LTI programs, but which are no longer required for the performance of the company’s commitments under such programs, or shares which have been repurchased by the company through other repurchase authorizations.
3. The number of shares that may be transferred pursuant to LTI 2024 shall be subject to recalculation in consequence of a bonus issue, split or reverse split, rights issue, and/or other similar corporate action which affects the number of shares in the company.
4. The right to acquire ordinary shares shall, with deviation from the shareholders’ preferential rights, vest in participants in LTI 2024 who are entitled to be allotted Matching Shares and Performance Shares in accordance with the terms and conditions of the program.
5. Transfer of shares to participants in LTI 2024 shall be made free of charge and be executed at the relevant time specified in the terms and conditions for LTI 2024.
The reason for the deviation from the shareholders’ preferential rights in connection with the transfers of own ordinary shares is to enable the company’s delivery of Matching Shares and Performance Shares to participants in LTI 2024.
Since LTI 2024 is not expected to initially give rise to any costs for social security contributions for the company (and since a resolution on transfer is valid only until the next annual general meeting), the board of directors has decided not to propose that the annual general meeting 2024 resolves on an authorization for the board of directors to transfer the company’s own ordinary shares on a regulated market for hedging of cash flow for social security payments in relation to LTI 2024. However, before any transfers of shares to participants in LTI 2024 are made, the board of directors intends to propose to a later general meeting to resolve on an authorization for the board of directors to transfer own ordinary shares on a regulated marked in order to hedge such payments.
Costs, impact on key ratios, existing incentive programs and dilution
The board of directors has made a preliminary cost calculation for LTI 2024. The costs for LTI 2024 are accrued over the vesting period which runs until
The anticipated annual costs of approximately
As per the date of the notice, the number of shares in the company amounts to 34,871,177 shares, of which 33,757,746 are ordinary shares and 1,113,431 are series C shares which were issued in connection with outstanding share saving programs resolved upon at previous annual general meetings, and which will be converted into ordinary shares prior to delivery to the participants.
The maximum number of shares that can be issued in relation to LTI 2024 is 1,881,435, whereof 1,602,000 for delivery of Matching Shares and Performance Shares to the participants and in the aggregate 279,435 related to hedging of cash flow for social security payments, which corresponds to a dilution of approximately 5.28 per cent of the company’s ordinary shares after full dilution, calculated on the number of ordinary shares that will be added upon full issuance of shares in connection with LTI 2024.
The Company currently has four outstanding incentive programs, of which three are performance-based share saving programs and one is an employee option program. For a description of the outstanding incentive programs, see note 7 in the annual report for 2023. In the outstanding share saving programs, the participants may receive matching shares and, subject to conditions related to an increase in the share price, performance shares. In light of the company's implemented downsizing of the organization in 2023 and the company's share price development, the board of directors considers it uncertain that any performance shares will be delivered to participants in the outstanding share saving programs since the performance targets for the company's share price in the programs far exceed the current share price, and that only matching shares may be delivered to the participants who are still employed by the company. Nevertheless, in the calculation of total dilution from existing incentive programs below, delivery of performance shares has been included. In addition, the dilution below includes conversion of series C shares to ordinary shares that the company may convert and transfer for hedging of cash flow for any social security contributions that may arise as a result of the outstanding programs. The maximum number of ordinary shares that can be issued in relation to existing share saving programs thus amounts to a total of 1,205,398, and upon full exercise of the employee options that are held by the participants in the employee option program, a maximum of 1,720,000 new ordinary shares may be issued. The existing incentive programs can hence lead to that in the aggregate 2,925,398 new ordinary shares can be issued.
The aggregate maximum number of ordinary shares that can be issued in relation to all outstanding incentive programs as well as the proposed LTI 2024 amounts to 4,806,832, which corresponds to an aggregate dilution of approximately 12.46 per cent of the company’s ordinary shares after full dilution, calculated on the number of ordinary shares that may be issued in relation to all outstanding incentive programs as well as the suggested LTI 2024.
The above calculations regarding dilution are subject to re-calculation in accordance with the customary recalculation terms included in the complete applicable terms.
Preparation of the proposal and other information
The proposal for LTI 2024 has been prepared by the Remuneration Committee together with external consultants. The final proposal has been resolved upon by the board of directors.
The board of directors’ proposal on implementation of a long-term incentive program in accordance with Sections a to d above constitutes an overall proposal which shall be resolved upon as one resolution.
The chairman of the board of directors, or anyone appointed by him, shall be authorized to make minor formal adjustments of the resolution which may be required for registration with the Swedish Companies Registration Office (Sw. Bolagsverket) or
Item 16: Resolution on authorization for the board of directors regarding transfer of own ordinary shares
The board of directors proposes that the annual general meeting resolves to authorize the board of directors to, for the period up until the next annual general meeting, resolve on transfer of not more than 26,911 own ordinary shares, for the purpose of hedging cash flow for social security payments that may occur in relation to LTI 2021. Transfer of shares shall be effected on Nasdaq Stockholm at a price within the, at each time, prevailing price interval for the share. The number of shares that may be transferred shall be subject to recalculation in consequence of an intervening bonus issue, split or reverse split, rights issue, and/or other similar corporate action which affects the number of shares in the company. Shares may also be transferred outside of Nasdaq Stockholm, with or without deviation from the shareholders’ preferential rights. Such transfer may be made at a price corresponding to the market price at the time of the transfer for the ordinary shares that are transferred, with the deviation deemed appropriate by the board of directors.
Particular majority requirements
For valid resolutions on the proposals pursuant to items 14 and 16, the proposals have to be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the annual general meeting. For a valid resolution on the proposal pursuant to item 15, the proposal has to be supported by shareholders representing at least nine-tenths of the votes cast as well as of all shares represented at the annual general meeting.
Shareholders’ right to information
At the annual general meeting, the board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of items on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial position and the company’s relation to other companies within the group.
Meeting documents
Financial statements, the audit report, the board of directors’ remuneration report, the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives, complete proposals for resolutions and other documents for the annual general meeting, will be kept available at the company’s office, at
Number of shares and votes in the company
As per the date of the notice to the annual general meeting, the total number of shares in the company amounts to 34,871,177 shares, of which 33,757,746 are ordinary shares with one vote per share and 1,113,431 are series C shares with one-tenth of a vote per share. The number of votes in the company amounts to 33,869,089.1 votes. The company holds all 1,113,431 outstanding series C shares, corresponding to 111,343.1 votes, which cannot be represented at the meeting.
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Malmö in
The Board of Directors
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