Bulletin from Annual General Meeting in Recipharm AB (publ)
At the Annual General Meeting in Recipharm AB (publ) on May 13, 2019, 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 2018.
- The proposed dividend of SEK 1.25 per share was approved and that the record day should be Wednesday, May 15, 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 and Helena Levander were re-elected and Eva Sjökvist Saers and Ashwini Kakkar were 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 2019. The program is 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”). If the shares are saved by the employee over three years and the employment in Recipharm is kept, the employee will be allocated the corresponding number of shares free of charge. The Group’s senior executives, operating company management team members and certain key employees will, in addition, be able to receive additional shares of series B in Recipharm (“Performance Shares”) free of charge, provided that the participant is employed by the group during the entire savings period and that certain performance criteria are met. Participation for senior executives, operating company management team members and certain key employees, who are also eligible for performance shares, requires that participants acquire Saving Shares for an amount not exceeding 10 percent of the annual fixed salary. This program comprises up to 1,119,026 shares of series B.
- 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 1,119,026 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 Annual General Meeting, with or without deviation from the shareholders’ preferential rights, resolve on share issues and/or issues of convertible bonds that involve the issue of or conversion to a maximum of 6,800,000 shares of series B, corresponding to a dilution of approximately 10.0 percent of the share capital and approximately 3.3 percent of the voting rights, based on the current number of shares in the company. The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights, if any, is to enable the company to carry out issues of shares and/or convertible bonds in a time-efficient way to finance acquisitions or investments in new or existing businesses.
The information was submitted for publication, through the agency of the contact persons set out above, on 13 May 2019, at 16:45 CET.
Recipharm is a leading Contract Development and Manufacturing Organisation (CDMO) in the pharmaceutical industry employing around 6,000 employees. Recipharm offers manufacturing services of pharmaceuticals in various dosage forms, production of clinical trial material and APIs, and pharmaceutical product development. Recipharm manufactures several hundred different products to customers ranging from big pharma to smaller research and development companies. Recipharm’s turnover is approximately SEK 6.4 billion and the company operates development and manufacturing facilities in France, Germany, India, Israel, Italy, Portugal, Spain, Sweden, the UK and the US and is headquartered in Stockholm, Sweden. The Recipharm B-share (RECI B) is listed on Nasdaq Stockholm.
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