Published: 08:00 CEST 21-04-2017 /GlobeNewswire /Source: Saniona AB / : SANION /ISIN: SE0005794617
April 21, 2017
- be registered in the company's share register kept by Euroclear Sweden AB (the Swedish Securities Register Center) as of Wednesday 17 May 2017; and
- no later than on Wednesday 17 May 2017 notify the company in writing of their intention to participate in the annual shareholders' meeting to Saniona AB, Baltorpvej 154, DK-2750 Ballerup, Denmark. Such notice can also be given by email to firstname.lastname@example.org. The notice shall specify the shareholder's complete name, personal or company registration number, registered shareholding, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).
- Election of chairman of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Consideration as to whether the meeting has been duly convened.
- Presentation of the annual report and the auditor's report and the group annual report and the group auditor's report.
- Resolution on
- adoption of the profit and loss statement and balance sheet and the group profit and loss statement and the group balance sheet,
- allocation of the company's loss in accordance with the adopted balance sheet, and
- discharge of liability of the directors of the board and the managing director.
- Determination of the number of members of the board, deputy members of the board as well as the number of auditors and deputy auditors.
- Determination of remuneration for the board members and the auditors.
- Election of members of the board and accounting firm or auditors.
- Resolution on instruction and charter for the Nomination Committee.
- Determination of Remuneration Policy for senior executives.
- Resolution on authorization for the board of directors regarding new issues.
- Resolution on (a) employee option program; and (b) directed issue of warrants and approval of transfer of warrants.
- Closing of the meeting and authorization
- Fundamental principles: Remuneration shall be payable on terms that enables senior executives to be recruited and retained. Remuneration to senior executives may consist of basic salary and other customary benefits which can be considered reasonable in relation to market practice.
- Fixed salary: The managing director and other senior executives shall be offered a fixed salary based on the individual's work duties, expertise, position, responsibilities, performances and other considerations. Salary shall be determined per calendar year with salary revision on 1 January each year.
- Variable remuneration: Saniona does not offer any variable remuneration to the managing director or other senior executives.
- Pensions: Saniona does not offer any separate pension benefits to the managing director or other senior executives. Certain part of the senior executive's fixed salary is however allocated to pension payments. The proportion of such pension payments can be selected by the senior executive.
- Termination etc.: Upon termination by the company, the notice period for the managing director and other senior executives shall not exceed six months. However, an adjusted notice period may be applied for the managing director and the CFO during an initial period of six months after a transaction with the outcome that a majority shareholding in Saniona or Saniona A/S has been acquired by one or more persons. The adjustment shall mean that the notice period, upon termination by Saniona, may be extended to twelve months immediately after the relevant change in ownership. The notice period shall thereafter be reduced by one month for every month that passes after the change in ownership until the notice period is consistent with the normal notice period of the employment agreements. Severance payment, apart from salary during the notice period, shall not occur.
- Deviations from the guidelines: The board of directors shall be entitled to deviate from the guidelines in individual cases if there are special reasons for doing so.
Further, the board of directors proposes that the annual shareholders' meeting shall resolve to approve that the Subsidiary may transfer warrants to the participants in the Employee Option Program without consideration in connection with the exercise of employee options in accordance with the terms and conditions under Section A above.
This announcement is distributed by Nasdaq Corporate Solutions (One Liberty Plaza, 165 Broadway, New York, NY 10006. Tel: +1 212 401 8700. www.nasdaqomx.com) on behalf of NASDAQ OMX Corporate Solutions clients. Source: Saniona AB, Baltorpvej 154, Ballerup 2750, Denmark
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