Hansa Biopharma AB, “Hansa” (Nasdaq Stockholm: HNSA), pioneer in enzyme technology for rare immunological conditions, has today on June 30, 2022 held its Annual General Meeting. The Annual General Meeting was conducted by advance voting only, without physical presence of shareholders, proxies and third parties. The Annual General Meeting of Hansa Biopharma AB (publ) (the “Company“) passed the following resolutions.
Resolution regarding the adoption of the income statement and the balance sheet as well as consolidated income statement and consolidated balance sheet, appropriation of result and discharge from liability.
The Annual General Meeting resolved to adopt the income statement and balance sheet, consolidated income statement and balance sheet for 2021. Furthermore, it was resolved that the Company’s results shall be carried forward and thus no dividend will be distributed. The Annual General Meeting also resolved to discharge the members of the Board of Directors and Chief Executive Officer from liability.
The number of members of the Board of Directors and auditors, election of the Board of Directors and auditor and remuneration to the Board of Directors and the auditor
The Annual General Meeting resolved that the members of the Board of Directors shall be six with no deputy members.
The Annual General Meeting resolved that Anders Gersel Pedersen, Andreas Eggert, Eva Nilsagård, Hilary Malone and Mats Blom are re-elected as members of the Board of Directors and election of Peter Nicklin as a new member of the Board of Directors for the period until the end of the next Annual General Meeting. The Annual General Meeting further resolved to elect Peter Nicklin as chair of the Board of Directors for the period until the end of the next Annual General Meeting.
The Annual General Meeting resolved to re-elect KPMG AB as auditor for the period until the end of the next Annual General Meeting.
The Annual General Meeting resolved that the fees for the Board of Directors, for the period until the end of the next Annual General Meeting, shall remain unchanged from the previous year and shall be SEK 900,000 to the chair of the Board and SEK 300,000 each to the other Board members. It was further resolved that the remuneration to the chair of the Audit Committee should be SEK 150,000 and SEK 75,000 to each other member in the Audit Committee, SEK 40,000 to the chair of the Remuneration Committee and SEK 25,000 to each other member in the Remuneration Committee, SEK 25,000 to each member in the Scientific Committee and USD 20,000 to the chair of the U.S. Committee. It was further resolved that the remuneration to the auditor shall be paid as per approved current account.
Resolution regarding principles for the appointment of the nomination committee
The Annual General Meeting resolved to adopt the proposed principles for appointment of the Nomination Committee.
Approval of the Board of Directors’ remuneration report
The Annual General meeting approved the Board of Directors’ remuneration report.
Resolution on guidelines for remuneration to members of management
The Annual General Meeting resolved to adopt the proposed guidelines for executive remuneration,
Resolution on amendment of the articles of association
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to adopt the proposed amendments of the articles of association, whereby a new section is inserted in the articles of association which will set out the forum for resolving certain U.S. securities related complaints. The insertion of the section is conditional on the U.S. Securities and Exchange Commission declaring the registration statement on Form F-1 relating to a potential initial public offering of American Depositary Shares in the U.S. representing common shares in Hansa Biopharma effective.
Resolution to adopt a long-term incentive program based on performance-based share rights for employees at Hansa Biopharma
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to adopt a long-term incentive program based on performance-based share rights for employees of the Hansa Biopharma group (“Share Rights Program 2022“), whereby not more than 45 individuals within the Hansa Biopharma group may participate. The participants will receive performance based share rights which, subject to certain conditions being met, give the right to receive ordinary shares in the Company. A maximum of 624,615 share rights may be allotted to participants under the program. The Annual General Meeting further resolved, in accordance with the Board of Directors’ proposal, to adopt certain hedging arrangements to ensure delivery of shares based on share rights to participants of the Share Rights Program 2022, the Option Program 2022 (as defined below) and the previously adopted and outstanding incentive programs approved by the Annual General Meetings held 2018, 2019, 2020 and 2021, as well as to cover any social charges arising as a result of the programs. The hedging arrangements include an authorization for the Board of Directors to issue new class C shares, authorization to repurchase the issued class C shares and, following the reclassification into ordinary shares, resolution to transfer the ordinary shares free of charge to participants of the Share Rights Program 2022, the Option Program 2022 (as defined below) and the previously adopted and outstanding incentive programs approved by the annual general meetings held 2018, 2019, 2020 and 2021 as well as in the market in order to secure possible social contributions.
Resolution to adopt a long-term incentive program based on employee stock options for employees in Hansa Biopharma
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to adopt a long-term incentive program for employees in Hansa Biopharma (“Option Program 2022“), whereby not more than 15 individuals within the Hansa Biopharma group may participate. The Option Program 2022 consists of employee stock options that have a vesting period of three (3) years, after which the holder is entitled to exercise the options for ordinary shares during a period of three (3) years. A maximum of 452,307 options may be allotted to participants under the program. The Annual General Meeting further resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to issue new class C shares, authorization to repurchase the issued class C shares and, following the reclassification into ordinary shares, resolution to transfer the ordinary shares free of charge to participants of the Option Program 2022, the Share Rights Program 2022 and the previously adopted and outstanding incentive programs approved by the annual general meetings held 2018, 2019, 2020 and 2021 as well as in the market in order to secure possible social contributions.
Resolution to authorize the Board of Directors to resolve on issue of ordinary shares and warrants and/or convertibles
The Annual General Meeting further resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, until the next Annual General Meeting, on one or more occasions, decide upon issuances of new ordinary shares, warrants and/or convertibles. New issues of ordinary shares and issues of warrants and/or convertibles may occur with or without preferential rights for shareholders of the Company and may be made either in cash and/or by way of set-off or contribution in kind or otherwise on specific terms. The number of shares issued, or number of shares created in connection with exercise of warrants or conversion of convertibles, may not correspond to a dilution of more than twenty per cent of the total number of shares outstanding at the Annual General Meeting’s resolution on the authorization, after full exercise of the authorization. In the current position of the Company, it is of high importance for the Company’s ability to build and maximize shareholder value to have, and it is the purpose of the proposed authorization to provide, sufficient financial flexibility and a broad acting scope for the Board of Directors, in particular to match significant commercial and pipeline growth acceleration opportunities with the available financing mandate, provide flexibility to quickly respond to strategic opportunities such as partnerships or collaborations or to expand the shareholder constituency in certain investor markets or in connection with the listing of the shares on a U.S. stock exchange.
