Bulletin from Annual General Meeting in Recipharm AB (publ)
At the Annual General Meeting in Recipharm AB (publ) on May 12, 2020, the shareholders adopted the resolutions summarized below:
- The presented annual report was adopted and the Board of Directors and the CEO were discharged for liability in respect of the financial year 2019.
- The Annual General Meeting resolved not to distribute any dividends for the financial year 2019.
- The proposed fees to the Board of Directors, its committees and the auditor were approved.
- Marianne Dicander Alexandersson, Lars Backsell, Carlos von Bonhorst, Anders G. Carlberg, Thomas Eldered, Helena Levander, Eva Sjökvist Saers and Ashwini Kakkar were re-elected as Board members. Lars Backsell was re-elected as Chairman of the Board of Directors. Ernst & Young AB was re-elected as auditor.
- The Board of Directors’ proposal in respect of guidelines for remuneration of senior executives were adopted.
- The Annual General Meeting resolved to implement a share savings program 2020. The program is to a large extent based on the same conditions as previous programs. The share savings program shall cover all employees of the Recipharm Group, if possible, and gives the employees a possibility to acquire shares series B in Recipharm at market price up to a maximum of 5 percent of each participant’s annual fixed salary (“Saving Shares”). Participation for senior executives, operating company management team members and certain key employees requires that participants acquire Saving Shares for an amount not exceeding 10 percent of the annual fixed salary. If the shares are held by the employee and the employment in Recipharm is kept over a three-year period, the employee will for every two Saving Shares be allocated one share of series B free of charge (“Matching Shares”). In addition to Matching Shares participants are also eligible for free additional shares of series B in Recipharm (”Performance Shares”), provided that the participant holds the Savings Shares, remains employed within the group for the entire Saving Period, and also fulfils certain requirements of performance. These requirements of performance involve that the outcome of the Program is made dependent on the total shareholder return in relation to certain predetermined reference companies. This program comprises up to 777,333 shares of series B corresponding to approximately 1.13 percent of the number of the current issued shares and approximately 0.38 percent of the current votes in Recipharm.
- To ensure delivery of shares to participants in accordance with Recipharm’s share saving programs, the Board of Directors was authorised to issue of up to 777,333 shares of series D. The new shares shall, with deviation from the shareholders’ preferential rights, be able to be subscribed for by a bank or a securities company at an issue price equal to the par value. It was also resolved to authorise the Board of Directors to repurchase shares of series D.
- The Annual General Meeting resolved to authorize the Board of Directors to, on one or several occasions during the period until the next AGM, to resolve on share issues with a total issue proceed of not more than approximately SEK 2.5 billion. When utilizing the authorization above, share issues corresponding to a total issue proceed of at least SEK 2.0 billion shall be carried out with preferential rights for Recipharm's shareholders and a not more than SEK 500 million shall be carried out with deviation from the shareholders’ preferential rights. The reason for the authorisation and any deviation from the shareholders’ preferential rights is to ensure that the share issues take place in a cost and time efficient way to enable repayment of part of the bridge facility and broaden the Company’s shareholder base.
- The Annual General Meeting resolved that § 9, third paragraph of the Articles of Association should read as follows: “In order to participate in the general meeting, shareholders must register with the Company no later than the date specified in the notice to convene the meeting”. The Annual General Meeting further resolved that the post-sale purchase right for shares of series A in § 11 was removed from the Articles of Association. As a result, § 12 will be renumbered to § 11 and § 13 will be renumbered to § 12.