LUND (SWEDEN) – Immunovia AB (publ), reg. no. 556730-4299 (the “Company”), hereby gives notice that an extraordinary general meeting will take place on Tuesday 21st November 2023 at 10.00 in the Company’s offices at Medicon Village, Scheeletorget 1, Lund. Registration to the extraordinary general meeting starts at 09:45.
Notice/Right to participate at the general meeting
A shareholder who wishes to participate in the extraordinary general meeting must (i) be recorded in the share register prepared by Euroclear Sweden AB relating to the circumstances on the 13th November 2023, and (ii) notify its intention to participate in the extraordinary general meeting no later than the 15th November 2023, either by post to ”Bolagsstämma”, Immunovia AB, Scheelevägen 2, 223 63 Lund, Sweden or via email to bolagsstamma@immunovia.com. A participation notice shall contain name and personal identity number or corporate registration number, address, telephone number, registered shareholding and number of attending advisors, if any (not more than 2).
To be entitled to participate in the extraordinary general meeting, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register as of the 13th November 2023. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and such time in advance as the nominee determines. Voting right registrations completed no later than the 15th November 2023 will be taken into account when preparing the share register.
Authorisation documents
Shareholders who are represented by proxy must issue a written, dated proxy for the representative. Such proxy forms are available at https://immunovia.com/sv/bolagsstamma/. The proxy should be sent to the Company in accordance with the above, together with the participation notice. If the proxy is issued by a legal entity, a copy of the certificate of registration or an equivalent certificate of authority must be submitted.
Proposed agenda
Resolution proposals at Immunovia AB (publ)’s extraordinary general meeting
§ 1 Opening of the meeting and election of a chair for the meeting
The nomination committee for the 2024 Annual General Meeting consists of Carl Borrebaeck (representing himself), Mats Leifland (appointed by Mats Ohlin), Sara Ek (representing herself) and Peter Høngaard Andersen (chair of the board). Sara Ek has served as chair of the nomination committee.
The nomination committee proposes that Fredrik Önnerfors should be elected as chair for the meeting or, if he is not able to participate at the meeting, another person proposed by the nomination committee.
§ 6 Election of board members
The nomination committee proposes to appoint two additional board members, and that the number of board members for the period ending on the next annual general meeting shall be six, with no deputy members. Against this background, the nomination committee proposes that Melissa Farina and Valerie Bogdan-Powers shall be elected as new board members.
In the event that the general meeting resolves to appoint Melissa Farina and Valerie Bogdan-Powers as new board members, the board will consist of Peter Høngaard Andersen (chair), Hans Johansson, Michael Löfman, Martin Møller, Melissa Farina and Valerie Bogdan-Powers.
Melissa Farina
Melissa Farina is a result-oriented leader with experience from both start-up and Fortune 500 companies. She is known for her rapid and efficient execution of business strategies and ability to drive business improvements. She has more than 20 years of experience in the life science sector in positions with responsibility for accounting, financing, investor relations, and sales and has an extensive network in the US financial world. Her experience spans e.g., positions as VP of financing and investor relations in LivaNova (2010 – 2021), later interim CEO; CFO in Neuspera Medical (2021 – 2023); and her current position as CFO in Conformal Medical Inc (2023 – present). Earlier, she was general account manager in Becton Dickinson (2004 – 2010) and internal auditor in United Technologies Corp (2001 – 2004). Melissa Farina holds an MBA from Rice University, Houston, Texas.
Melissa Farina is independent in relation to the Company, the Company’s management, and the Company’s major shareholders. She holds no shares in the Company.
Valerie Bogdan-Powers
Valerie Bogdan-Powers is a high energy executive with 35 years’ experience in launching new businesses, growing mature businesses and maximizing value of mature businesses in multiple business models. She leverages strategic leadership and analytic skills with the intuitive ability to motivate teams and people to exceed business results. Her impressive experience in the spans various marketing, sales and management positions, with multiple recent roles in health care and insurance. For example, at Procter & Gamble Pharmaceuticals, (2006 – 2010), Val served as Marketing Director and led the company’s efforts to secure reimbursement for P&G’s pharmaceutical products. She later led Horan Health, a health insurance brokerage, as President before becoming President of Hub Heartland in Hub International. Valerie Bogdan-Powers holds a BA in American History, Harvard University.
Valerie Bogdan-Powers is independent in relation to the Company, the Company’s management, and the Company’s major shareholders. She holds no shares in the Company.
§ 7 Determination of fees for the board and committees
The Annual General Meeting 2023 resolved that remuneration for work within the Board for the period until the end of the next annual general meeting should be SEK 550,000 for the Chair and SEK 240,000 each for the other Board members. Furthermore, the Annual General Meeting 2023 resolved that the remuneration to the Chair of the Audit Committee and the Remuneration Committee shall be SEK 50,000 and the other members of the said committees shall be remunerated with SEK 30,000. In view of the proposed equity incentive program for the Board, the Nomination Committee proposes that the remuneration resolved by the Annual General Meeting 2023 to the Board members elected by the Annual General Meeting 2023 for the period from their election to the Extraordinary General Meeting shall be paid in proportion to the length of their respective terms of office.
The Nomination Committee proposes that the remuneration for work within Board to each of the current Board members elected by the Annual General Meeting 2023 and to each of the Board members to be newly elected by the Extraordinary General Meeting shall be SEK 180,000 (on an annual basis) and for the Chair SEK 420,000 (on an annual basis), and that the remuneration to these members for the period from the time their election takes effect until the end of the next Annual General Meeting shall be paid in proportion to the length of their respective terms of office.
It is further proposed that the Chair of the Audit, Science and Remuneration Committee to be remunerated with SEK 40,000 and other members of said committees to be remunerated with SEK 25,000 (on an annual basis), and that the remuneration to these members for the period from the time their election takes effect until the end of the next Annual General Meeting shall be paid in proportion to the length of their respective terms of office. Furthermore, it is proposed that the Board members are compensated for reasonable travel expenses in accordance with the company’s travel policy.
§ 8 Resolution on adoption of an equity incentive program for the Company’s management and key personnel
The Board of Directors of Immunovia AB (publ) proposes the introduction of an incentive program for the Company’s management and key personnel (including employees and consultants of Immunovia, Inc.) in accordance with the following.
The Board of Directors proposes that the extraordinary general meeting resolves to implement an incentive program for management and key personnel (including employees and consultants) in Immunovia and Immunovia, Inc. (“ESOP 2023”) in accordance with items 8a – 8c below.
The resolutions under items 8a – 8b below are proposed to be conditional upon each other. Should the majority requirement for item 8b below not be met, the Board of Directors proposes that Immunovia shall be able to enter into an equity swap agreement with a third party in accordance with item 8c below and resolutions under items 8a and 8c shall then be conditional upon each other.
ESOP 2023 is a program under which the participants will be granted stock options (so called non-qualified in the United States) to purchase shares in Immunovia (“Options”). The Board of Directors proposes that a maximum of 1,934,463 Options may be allocated to the participants.
8a – Adoption of a long-term incentive program for the Company’s management and key personnel
The rationale for the proposal
ESOP 2023 is intended for members of management and key personnel (including employees and consultants) in Immunovia AB and Immunovia, Inc. The Board of Directors of Immunovia believes that an equity-based incentive program in the form of stock options is a central part of an attractive and competitive remuneration package in order to attract, retain and motivate competent members of management and key personnel (including employees and consultants) in Immunovia and Immunovia, Inc., and to focus the participants on delivering exceptional performance which contributes to value creation for all shareholders. The proposed program is designed to match US market practices, reflecting the importance of attracting US-based personnel.
Conditions for Options
The following conditions shall apply for the Options.
Allocation
The right to receive Options shall accrue to employees and consultants of Immunovia AB and Immunovia, Inc. The Board of Directors may grant Options upon commencement of employment and from time to time during employment based on performance up until Immunovia’s annual general meeting 2024. The maximum number of Options that may be allocated to the participants under the ESOP 2023 program is 1,934,463 and the maximum allocation per individual shall be 967,232 Options.
Preparation, administration and the right to amend the terms of the Options
The Board of Directors is responsible for preparing the detailed terms and conditions of ESOP 2023, in accordance with the above-mentioned terms and guidelines. To this end, the Board of Directors shall be entitled to make adjustments to meet foreign regulations or market conditions, including resolving on cash or other settlement if deemed favorable for Immunovia based on foreign tax regulations. The Board of Directors may also make other adjustments if significant changes in Immunovia or its environment would result in a situation where the existing terms and conditions of ESOP 2023 no longer serve their purpose.
Preparation of the proposal
ESOP 2023 has been initiated and prepared by the Board of Directors of Immunovia together with external counsel including US legal counsel. It has been structured based on an evaluation of prior incentive programs and market practice in the United States in order to attract, retain and motivate employees and consultants in the United States.
Dilution
Subject to certain recalculation conditions, the maximum number of shares that may be issued to participants under ESOP 2023 is 1,934,463 shares and, in addition, a maximum of 662,771 shares may be issued in order to cover any social security costs due to ESOP 2023, i.e. a maximum of 2,597,234 shares, which corresponds to a dilution of approximately 5.4 percent on a fully diluted basis. Taking into account also the shares which may be issued pursuant to warrants under the Company’s outstanding incentive programs as well as the proposed long-term incentive program for the Company’s board of directors, the maximum dilution amounts to approximately 6.7 percent on a fully diluted basis.
The dilution is expected to have a marginal effect on the Company’s key performance indicator “Earnings (loss) per share”.
Information about Immunovia’ existing incentive programs can be found in the Company’s annual report 2022 in note 10.
Scope and costs of the program
ESOP 2023 will be accounted for in accordance with “IFRS 2 – Share‐based payments”. IFRS 2 stipulates that the Options shall be expensed as personnel costs over the vesting period. Personnel costs in accordance with IFRS 2 do not affect the Company’s cash flow. Social security costs will be expensed in the income statement according to UFR 7 during the vesting period.
Assuming a share price at the time of allocation of Options of SEK 0.87 and that all Options are allocated up-front under the assumptions set out under “Dilution” above, the cost for Immunovia according to IFRS 2 is estimated to be approximately KSEK 619 before tax (non-cash flow). The social security costs over the vesting period are estimated to be approxi mately a total of KSEK 198, based on the above assumptions, that all Options are fully vested, based on a ten-year period from grant until the expiry date of the Options and social security costs of 31.4 percent. It is envisaged that the social security costs associated with ESOP 2023 will be covered by the cash received from the participants at exercise of Options. If necessary, social security costs will be covered by hedging measures through the issue of warrants (see item 8b below) which would be exercised by a financial intermediary in connection with the exercise of the Options. In either case, the social security costs associated with ESOP 2023 will be fully covered and will hence not affect the Company’s cash flow.
The total cost of ESOP 2023, including all social security costs, is estimated to amount to approximately SEK 817,000 under the above assumptions. However, the actual costs are likely to be lower, since not all participants are Swedish residents and social security costs will therefore not apply to all participants.
The costs associated with ESOP 2023 are expected to have a marginal effect on the Company’s key performance indicators.
Delivery of shares under ESOP 2023
In order to ensure the delivery of shares under ESOP 2023 and if necessary for hedging of social security costs, the Board of Directors proposes that the extraordinary general meeting resolves to issue and use warrants in accordance with item 8b below.
8b – Issue of warrants
In order to ensure the delivery of shares under ESOP 2023, and for hedging of social security costs, the Board of Directors proposes that the extraordinary general meeting resolves to issue not more than 2,597,234 warrants, whereby the Company’s share capital could be increased by not more than SEK 129,861.7.
The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emptive rights, only be granted the wholly owned subsidiary Immunovia Incentive AB (the “Subsidiary”). The reason for the deviation from the shareholders’ pre-emptive rights is the implementation of ESOP 2023. The Subsidiary shall be entitled to transfer the warrants to participants or a financial intermediary in connection with exercise.
The warrants shall be issued free of charge and shall be subscribed for on a subscription list no later than 31 December 2023. The Board of Directors may extend the subscription period. The exercise price for subscription for shares based on the warrants shall correspond to the share’s quota value.
The full terms and conditions for the warrants are presented in the complete proposal which is kept available to the shareholders in accordance with the below.
8c – Equity swap agreement with a third party
Should the majority requirement for item 8b above not be met, the Board of Directors proposes that the extraordinary general meeting resolves that ESOP 2023 instead shall be hedged through an equity swap agreement with a third party on terms in accordance with market practice, whereby the third party in its own name shall be entitled to acquire and transfer shares of Immunovia to the participants.
Majority rules
The implementation of the Board of Directors’ proposals under item 8b above requires approval of at least nine tenths (9/10) of the shares represented and votes cast at the extraordinary general meeting.
§ 9 Resolution on adoption of an equity incentive program for the Company’s board of directors
The Nomination Committee of Immunovia AB (publ) proposes the introduction of an incentive program for the Company’s board of directors in accordance with the following.
The Nomination Committee proposes that the extraordinary general meeting resolves to implement an incentive program for board of directors in Immunovia (“Board ESOP 2023”) in accordance with items 9a – 9c below.
The resolutions under items 9a – 9b below are proposed to be conditional upon each other. Should the majority requirement for item 9b below not be met, the Nomination Committee proposes that Immunovia shall be able to enter into an equity swap agreement with a third party in accordance with item 9c below and resolutions under items 9a and 9c shall then be conditional upon each other.
Board ESOP 2023 is a program under which the participants will be granted stock options (so called non-qualified in the United States) to purchase shares in Immunovia (“Options”). The Nomination Committee proposes that a maximum of 483,616 Options may be allocated to the participants.
9a – Adoption of a long-term incentive program for the Company’s board of directors
Board ESOP 2023 is intended for board of directors in Immunovia AB. The Nomination Committee of Immunovia believes that an equity-based incentive program in the form of stock options is a central part of an attractive and competitive remuneration package in order to attract, retain and motivate competent board members in Immunovia and to focus the participants on delivering exceptional performance which contributes to value creation for all shareholders. The proposed program is designed to match US market practices, reflecting the importance of attracting US-based board members.
The right to receive Options shall accrue to board members of Immunovia AB. The Options shall be granted as soon as practicable to the board members following approval by the extraordinary general meeting up until Immunovia’s annual general meeting 2024. The maximum number of Options that may be allocated to the participants under the Board ESOP 2023 program is 483,616 and shall be allocated in accordance with the following:
• 138,176 Options shall be allocated to the Chair of the board of directors; and
• 69,088 Options shall be allocated to each of the board members.
The number of Options to each of the board members is based on the condition that the board of the Company consists of six board members (including the board members proposed to the extraordinary general meeting). The number of Options under the Board ESOP 2023 will thus be reduced accordingly if the number of board members is less than six.
The Nomination Committee is responsible for preparing the detailed terms and conditions of Board ESOP 2023, in accordance with the above-mentioned terms and guidelines. To this end, the Nomination Committee shall be entitled to make adjustments to meet foreign regulations or market conditions, including resolving on cash or other settlement if deemed favorable for Immunovia based on foreign tax regulations. The Nomination Committee may also make other adjustments if significant changes in Immunovia or its environment would result in a situation where the existing terms and conditions of Board ESOP 2023 no longer serve their purpose.
Board ESOP 2023 has been initiated and prepared by the Nomination Committee of Immunovia together with external counsel including US legal counsel. It has been structured based on an evaluation of prior incentive programs and market practice in the United States in order to attract, retain and motivate board members.
Subject to certain recalculation conditions, the maximum number of shares that may be issued to participants under Board ESOP 2023 is 483,616 shares and, in addition, a maximum of 165,693 shares may be issued in order to cover any social security costs due to Board ESOP 2023, i.e. a maximum of 649,309 shares, which corresponds to a dilution of approximately 1.4 percent on a fully diluted basis. Taking into account also the shares which may be issued pursuant to warrants under the Company’s outstanding incentive programs as well as the proposed long-term incentive program for the Company’s employees and consultants, the maximum dilution amounts to approximately 6.7 percent on a fully diluted basis.
Board ESOP 2023 will be accounted for in accordance with “IFRS 2 – Share‐based payments”. IFRS 2 stipulates that the Options shall be expensed as personnel costs over the vesting period. Personnel costs in accordance with IFRS 2 do not affect the Company’s cash flow. Social security costs will be expensed in the income statement according to UFR 7 during the vesting period.
Assuming a share price at the time of allocation of Options of SEK 0.87 and that all Options are allocated up-front under the assumptions set out under “Dilution” above, the cost for Immunovia according to IFRS 2 is estimated to be approximately KSEK 155 before tax (non-cash flow). The social security costs over the vesting period are estimated to be approximately a total of KSEK 50, based on the above assumptions, that all Options are fully vested, a vesting period for all Options up until Immunovia’s annual general meeting 2024 and social security costs of 31.4 percent. It is envisaged that the social security costs associated with Board ESOP 2023 will be covered by the cash received from the participants at exercise of Options. If necessary, social security costs will be covered by hedging measures through the issue of warrants (see item 9b below) which would be exercised by a financial intermediary in connection with the exercise of the Options. In either case, the social security costs associated with Board ESOP 2023 will be fully covered and will hence not affect the Company’s cash flow.
The total cost of Board ESOP 2023, including all social security costs, is estimated to amount to approximately SEK 204,000 under the above assumptions. However, the actual costs are likely to be lower, since not all participants are Swedish residents and social security costs will therefore not apply to all participants.
The costs associated with Board ESOP 2023 are expected to have a marginal effect on the Company’s key performance indicators.
Delivery of shares under Board ESOP 2023
In order to ensure the delivery of shares under Board ESOP 2023 and if necessary for hedging of social security costs, the Nomination Committee proposes that the extraordinary general meeting resolves to issue and use warrants in accordance with item 9b below.
9b – Issue of warrants
In order to ensure the delivery of shares under Board ESOP 2023, and for hedging of social security costs, the Nomination Committee proposes that the extraordinary general meeting resolves to issue not more than 649,309 warrants, whereby the Company’s share capital could be increased by not more than SEK 32,465.45.
The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emptive rights, only be granted the wholly owned subsidiary Immunovia Incentive AB (the “Subsidiary”). The reason for the deviation from the shareholders’ pre-emptive rights is the implementation of Board ESOP 2023. The Subsidiary shall be entitled to transfer the warrants to participants or a financial intermediary in connection with exercise.
9c – Equity swap agreement with a third party
Should the majority requirement for item 9b above not be met, the Nomination Committee proposes that the extraordinary general meeting resolves that Board ESOP 2023 instead shall be hedged through an equity swap agreement with a third party on terms in accordance with market practice, whereby the third party in its own name shall be entitled to acquire and transfer shares of Immunovia to the participants.
The implementation of the Nomination Committee’s proposals under item 9b above requires approval of at least nine tenths (9/10) of the shares represented and votes cast at the extraordinary general meeting.
Number of shares and votes
As per the date of this notice, there are a total of 45,287,498 shares in the Company, each share representing one vote. The Company does not hold any of its own shares.
Documents
All documentation for the general meeting, including a proxy form, will be available at the Company and posted on the Company’s website https://immunovia.com/sv/bolagsstamma/ no later than three weeks prior to the extraordinary general meeting. Copies of the documents will be sent upon request to shareholders providing their address to the Company and will be available at the general meeting.
Information at the extraordinary general meeting
The board and the CEO shall, if any shareholder so requests and the board believe that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda and the Company’s relation to other companies within the group.
Processing of personal data
For information on how your personal data is processed, see the privacy notice available on Euroclear’s webpage, https://www.euroclear.com/dam/ESw/Legal/Privacy%20notice%20BOSS%20-%20final%20220324.pdf.
Lund in October 2023
Immunovia AB (publ)
The board of directors
For more information, please contact: Jeff Borcherding, CEO
jeff.borcherding@immunovia.com
Karin Almqvist Liwendahl, CFO karin.almqvist.liwendahl@immunovia.com +46 70 911 56 08
Immunovia in brief
Immunovia AB is a diagnostic company whose mission is to increase survival rates for patients with pancreatic cancer through early detection. Immunovia is focused on the development and commercialization of simple blood-based testing to detect proteins and antibodies that indicate a high-risk individual has developed pancreatic cancer.
Immunovia collaborates and engages with healthcare providers, leading experts and patient advocacy groups to make its test available to individuals at increased risk for pancreatic cancer.
USA is the world’s largest market for detection of pancreatic cancer. The company estimates that in the USA, 1.8 million individuals are at high-risk for pancreatic cancer and could benefit from annual surveillance testing.
Immunovia’s shares (IMMNOV) are listed on Nasdaq Stockholm. For more information, please visit www.immunovia.com
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Press release (PDF)