Resolutions adopted at the annual general meeting of Hansa Medical AB (publ)
The following resolutions, among others, were adopted by the annual general meeting of Hansa Medical AB (publ) held on 11 May 2016.
The annual general meeting resolved that no dividend will be paid for the financial year 2015.
Discharge from liability
The annual general meeting granted the directors and CEO discharge from liability in respect of the 2015 financial year.
Board of directors and auditor
The annual general meeting resolved to re-elect Birgit Stattin Norinder, Stina Gestrelius, Hans Schikan and Per Olof Wallström as Board members and to elect Ulf Wiinberg and Angelica Loskog as Board members. Ulf Wiinberg was elected chairman of the Board. The annual general meeting resolved to re-elect KPMG AB in Malmö as the company’s auditor.
Angelica Loskog, born 1973, is Doctor of Philosophy (Faculty of Medicine) and adjunct professor at the Department of Immunology, Genetics and Pathology at Uppsala University. Loskog is scientific advisor to Nexttobe AB, CEO of Lokon Pharma AB, as well as chairman of Vivolux AB and Repos Pharma AB. She is independent of the company and its management but not to major shareholders of Hansa Medical. She owns no shares in the company.
Ulf Wiinberg, born 1958, has extensive experience in the pharmaceutical industry. Previously CEO of H. Lundbeck A/S and Wiinberg has held senior positions at Wyeth. Wiinberg is a Board member of Alfa Laval AB and Nestle Health and Science and chairman of the Board of Avillion, and is nominated for the Board of directors of the Belgian pharmaceutical company UCB. He is independent of the company and its senior management and independent of major shareholders of Hansa Medical. He owns 75 000 shares in the company.
The annual general meeting resolved on remuneration to the Board as follows. Remuneration to the Board members: SEK 500,000 to the Chairman of the Board and SEK 110,000 each to the other Board Members except for Angelica Loskog. Remuneration to the Board committees: SEK 40,000 to the chairman and SEK 30,000 each to the other Board Members in the audit committee, SEK 40,000 to the chairman and SEK 25,000 each to the other Board Members in the Remuneration Committee and SEK 25,000 each to the Board Members in the Scientific Committee. A Board Member may, if it is in accordance with current tax legislation and provided that it is cost neutral for the company, be given the possibility to invoice the remuneration from his own company, provided that the company is registered for corporate tax (sw. F-skatt). Social contributions fees and VAT will be added to such remuneration invoiced by Board Member within a business operation. The annual general meeting furthermore resolved on remuneration to the auditor according to an authorized account.
In addition, the annual general meeting also adopted resolutions regarding instructions for the nomination committee as well as guidelines regarding compensation to senior executives.
The information in this communiqué is disclosed pursuant to the Securities Markets Act or the Financial Instruments Trading Act. The information was released for public disclosure on May 12, 2016, at 08.00 CET.