Resolutions at BioInvent’s Annual General Meeting 2023
Lund, Sweden – April 27, 2023 – The Annual General Meeting (“AGM”) of BioInvent International AB (“BioInvent”) (Nasdaq Stockholm: BINV) resolved to elect Erik Esveld as new Board member, to re-elect the Board members Natalie Berner, Kristoffer Bissessar, Thomas Hecht, Leonard Kruimer, Nanna Lüneborg, Vincent Ossipow and Bernd Seizinger and to implement a long-term incentive program.
The AGM voted in favor of adopting the income statements and balance sheets for the Group and the parent company for the financial year 2022 and decided that no dividend should be declared for the financial year 2022.
The AGM discharged the Board members and the CEO from liability, re-elected the Board members Natalie Berner, Kristoffer Bissessar, Thomas Hecht, Leonard Kruimer, Nanna Lüneborg, Vincent Ossipow and Bernd Seizinger and elected Erik Esveld as new Board member. Leonard Kruimer was re-elected Chairman of the Board.
The AGM resolved that the Board’s fee shall amount to SEK 782,500 to the Chairman of the Board, SEK 500,000 to a vice chairman of the Board and SEK 425,000 to each of the other Board members, who are not employed by the company. In addition hereto, the AGM resolved on fees for committee work of (i) SEK 70,000 to the Chairman of the Audit Committee and SEK 50,000 to other members of the Audit Committee, (ii) SEK 35,000 to the Chairman of the Remuneration Committee and SEK 25,000 to other members of the Remuneration Committee, and (iii) SEK 70,000 to the Chairman of the R&D Committee and SEK 50,000 to other members of the R&D Committee.
The AGM resolved to adopt the Board’s report regarding compensation pursuant to Chapter 8, Section 53 of the Swedish Companies Act.
Further, the AGM resolved to approve the Board’s proposal regarding the implementation of a long-term incentive program in the form of an option program comprising all employees and other key persons in the company. The option program comprises a maximum of 817,500 stock options and the participants may be allotted options free of charge based on performance and continued employment. Each option entitles the holder to subscribe for one new share in BioInvent during the period from the day of release of the company’s year-end report for the financial year 2025 up to and including 28 February 2027. The subscription price per share shall correspond to 125 per cent of the volume-weighted average price paid for the company’s share on Nasdaq Stockholm during ten trading days as from and including 27 April 2023 (i.e., the first trading day after the publication of the company’s interim report for January – March 2023). To enable the company’s delivery of shares pursuant to the option program and to secure costs connected therewith, primarily social security charges, the AGM resolved on a directed issue of maximum of 948,300 warrants (corresponding to approximately 1.40 per cent of the total number of shares and votes in the company) and approval of transfer of warrants.
Last, the AGM authorized the Board to resolve on the issue of new shares, on one or several occasions during the period up to the next annual general meeting. The number of shares to be issued by virtue of the authorization shall not entail a dilution effect of more than 20 per cent of the registered share capital after completed issue. The issue may take place with or without a deviation from the shareholders’ preferential rights and with or without provisions on contribution in kind or set-off or any other terms. The purpose of the authorization is to increase the company’s financial flexibility and enable acquisitions by payment of shares. If the Board resolves on an issue with deviation from the shareholders’ preferential right the reason may be to add new capital and/or new company owners of strategic importance to the company and/or the acquisition of other companies or businesses. At a deviation from the shareholders’ preferential right, the issue rate shall be determined in accordance with market conditions. Other terms may be resolved by the Board.
The minutes from the AGM will be available on the Company’s website, www.bioinvent.com.
BioInvent International AB (Nasdaq Stockholm: BINV) is a clinical-stage biotech company that discovers and develops novel and first-in-class immuno-modulatory antibodies for cancer therapy, with currently four drug candidates in five ongoing clinical programs in Phase 1/2 trials for the treatment of hematological cancer and solid tumors, respectively. The Company's validated, proprietary F.I.R.S.T™ technology platform identifies both targets and the antibodies that bind to them, generating many promising new drug candidates to fuel the Company's own clinical development pipeline and providing licensing and partnering opportunities.
The Company generates revenues from research collaborations and license agreements with multiple top-tier pharmaceutical companies, as well as from producing antibodies for third parties in the Company's fully integrated manufacturing unit. More information is available at www.bioinvent.com. Follow on Twitter: @BioInvent.
For further information, please contact:
Senior Director Investor Relations
+46 (0)46 286 85 50
BioInvent International AB (publ)
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Visiting address: Ideongatan 1
Mailing address: 223 70 LUND
Phone: +46 (0)46 286 85 50