Lund, Sweden, May 5, 2020 – Alligator Bioscience (Nasdaq Stockholm: ATORX),today announces that an annual general meeting was held in the company this day. A summary of the resolutions adopted follows below. All resolutions were adopted with the required majority of votes.
Resolution on adoption of accounts and distribution of the company’s result
The annual general meeting resolved to adopt the profit and loss statement and balance sheet as well as the consolidated profit and loss statement and consolidated balance sheet. The annual shareholders’ meeting also resolved to distribute the company’s result in accordance with the proposal from the board meaning that no dividends are paid and that the available funds of SEK 218,087,791 are carried forward to a new account.
Discharge from liability of the members of the board and the CEO
The annual general meeting resolved to discharge the members of the board and the CEO from liability for the financial year 2019.
Election of board members and auditor as well as remuneration for the board members and auditor
The annual general meeting resolved in accordance with the proposal from the Nomination Committee to re-elect Peter Benson, Carl Borrebaeck, Ulrika Danielsson, Graham Dixon, Kirsten Drejer, Anders Ekblom, Kenth Petersson and Jonas Sjögren as ordinary board members. Peter Benson was re-elected as Chairman of the board.
The annual general meeting resolved in accordance with the revised proposal from the Nomination Committee of April 20, 2020 that remuneration to the board shall be paid with SEK 440,000 to the Chairman of the board and with SEK 240,000 to each of the other board members who are not employed by the company. Remuneration for committee work shall be paid with SEK 100,000 to be paid to the Chairman of the Audit Committee, SEK 24,000 to each of the other members of the Audit Committee and SEK 20,000 to the Chairman of the Remuneration Committee. For other members of the Remuneration Committee, no remuneration shall be paid going forward.
The annual general meeting also resolved to re-elect Ernst & Young AB as the auditor and that remuneration to the auditor shall be paid in accordance with customary norms and approved invoice. Ernst & Young AB has informed that the authorized public accountant Johan Thuresson will continue to be appointed as the auditor in charge.
Resolution on guidelines for remuneration to senior executives
The annual general meeting resolved in accordance with the proposal from the board on guidelines for remuneration to senior executives.
Resolution on authorization regarding issues
The annual general meeting resolved in accordance with the proposal from the board to authorize the board, up until the next annual general meeting, at one or several occasions, with or without deviation from the shareholders’ preferential rights and with or without provisions regarding contribution in kind, set-off or other conditions, to resolve to issue new shares, convertibles and/or warrants. The reason for why a deviation from the shareholders’ preferential rights should be possible is to enable the company to source working capital, to be able to execute acquisitions of companies or operating assets as well as to enable new issues to industrial partners within the framework of partnerships and alliances. The total number of shares that may be issued (alternatively be issued through conversion of convertibles and/or exercise of warrants) shall not exceed 20 percent of the current number of outstanding shares as per the date of the annual general meeting. In case the authorization is used for an issue with deviation from the shareholders’ preferential rights, the issue shall be made on market terms.
Resolution on amendment of the Articles of Association
The annual general meeting resolved in accordance with the proposal from the board to amend § 1 in the Swedish version of the Articles of Association so that “firma” is replaced with “företagsnamn”, § 7 so that the provision, due to an anticipated upcoming legislative change, does not stipulate on which date the record date shall occur, and § 10 so that an editorial amendment is being made regarding the record day provision.
Lund on May 5, 2020
Alligator Bioscience AB (publ)
For further information, please contact:
Cecilia Hofvander, Director Investor Relations & Communications
Phone: +46 46 540 82 06
The information was submitted for publication, through the agency of the contact person set out above, at 5:50 p.m. CEST on May 5, 2020.
About Alligator Bioscience
Alligator Bioscience AB is a clinical-stage biotechnology company developing tumor-directed immuno-oncology antibody drugs. Alligator’s growing pipeline includes six lead clinical and preclinical drug candidates: mitazalimab, ATOR-1015, ATOR-1017, ALG.APV-527 (co-developed with Aptevo Therapeutics Inc.) and AC101 (in clinical development by Shanghai Henlius Biotech Inc.). Alligator’s shares are listed on Nasdaq Stockholm (ATORX). Head office at Medicon Village in Lund, Sweden. For more information, please visit www.alligatorbioscience.com.