Karolinska Development AB
Karolinska Development´s Annual General Meeting 2015

DGAP-News: Karolinska Development AB

2015-05-21 / 08:00

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STOCKHOLM - May 21, 2015. At the Annual General Meeting of Karolinska
Development AB held May 20, 2015, the following resolutions were passed, in
accordance with the presented proposals: 

Profit and loss statement and the balance sheet: It was resolved to adopt the
profit and loss statement and the balance sheet and the consolidated profit and
loss statement and the consolidated balance sheet. 

Allocation of the result: It was resolved, to approve the allocation of the
result proposed by the board and the CEO: in total SEK 1,258,200,407 be
allocated as follows: To be carried forward SEK 1,258,200,407. 

Discharge from liability: It was resolved to grant the directors and the CEO
discharge from liability for the financial year 2014. 

Number of directors and auditors: It was resolved that the number of directors
shall be eight without deputies and that the number of auditors shall be one.
No deputy auditor shall be appointed. 

Fees for the board of directors and for the auditor: It was resolved that the
chairman will be paid a fixed amount of SEK 400,000. All other directors will
be paid a fixed amount of SEK 200,000. In addition SEK 10,000 will be paid to
the Chairman for each board meeting where the directors meet in person. It was
further resolved that the auditor will be paid as per invoice. 

Election of Chairman, Directors and Auditors: It was resolved to to re-elect
the directors Bo Jesper Hansen, Vlad Artamonov, Hans Wigzell, Henrijette
Richter and Carl Johan Sundberg; to elect Tse Ping, Khalid Islam and Niclas
Adler; to re-elect Bo Jesper Hansen as Chairman of the Board of Directors. The
composition of the Board of Directors meets the independence requirement of the
Swedish Corporate Governance Code. It was resolved to elect Ernst & Young, AB
as auditor, currently with Björn Ohlsson as auditor in charge, for the time
until the end of the 2016 Annual General Meeting. 

Nomination committee: It was resolved that the Nomination Committee shall have
five members of which the five largest owners (as set forth in the share
register kept by Euroclear Sweden AB as of 31 August 2015) shall appoint one
member each. The chairman of the Board of Directors shall convene the first
meeting. If a shareholder does not exercise its right to appoint a member, the
shareholder next in order of voting power, who has not already appointed a
member or has a right to appoint a member, shall have the right to appoint a
member to the Nominating Committee. The members of the Nomination Committee
shall be made public as soon as the members have been appointed, and in no case
later than six months prior to Annual General Meeting 2016. The members shall
among themselves appoint the chairman of the committee. If a member resigns or
is prevented from pursuing his/her assignment, the shareholder that has
appointed such member shall appoint a new member. In the event that the
shareholding in the Company is materially changed, before the Nomination
Committee has completed its assignment, the Nomination Committee may decide to
change the composition of the Nomination Committee, as determined by the
Nomination Committee (considering the principles applicable for the appointment
of the Nomination Committee). Any change in the composition of the Nomination
Committee shall be announced as soon as possible. No fees shall be paid to the
members of the Nomination Committee. Out of pocket expenses shall be reimbursed
by the Company. The mandate of the committee shall be until the members of the
succeeding committee have been announced. The Nomination Committee shall carry
out the tasks that, according to the Swedish Corporate Governance Code, are the
responsibility of the Nomination Committee. 

Principles for remuneration to executive management: It was resolved to approve
the proposal of the board of directors regarding principles for remuneration to
executive management. 

Performance based share incentive program 2015 (PSP 2015): It was resolved to
approve the Performance Share Program 2015 (PSP 2015). 

Authorisation for the board of directors to resolve on new issues of shares: It
was resolved to authorize the board of directors for the period up to the next
Annual General Meeting to resolve, whether on one or several occasions, with or
without deviation from the shareholders' priority rights, and for payment in
cash, by set-off or in kind, to issue new shares of series B up to a number
that, at the time of the first resolution under this authorization, corresponds
to ten (10) per cent of the total share capital; provided however that any such
issue must not result in the Company's share capital exceeding the Company's
maximum allowed share capital as set out in the articles of association. 

LEO-Approval: It was resolved to approve, in accordance with Chapter 16 of the
Swedish Companies Act, transfer of warrants from Aprea Personal AB to personnel
in Aprea AB and new issues of shares directed to KCIF Fund Management KB by
subsidiary XSpray Microparticles AB. 



Complete information regarding each resolution of the Annual General Meeting
can be found on www.karolinskadevelopment.com. 



For further information, please contact:
Jim Van heusden, CEO, Karolinska Development AB
Phone: +46 72 858 32 09, e-mail: jim.van.heusden@karolinskadevelopment.com



TO THE EDITORS

About Karolinska Development AB
Karolinska Development aims to create value for patients, researchers,
investors and society by developing innovations from world class science into
differentiated products that can be partnered. The business model is to: SELECT
the most commercially attractive medical innovations that can potentially
satisfy unmet medical needs; DEVELOP innovations to the stage where the
greatest return on investment can be achieved; and COMMERCIALIZE the
innovations through the sale of companies or out-licensing of products. An
exclusive deal flow agreement with Karolinska Institutet Innovations AB, along
with other cooperation agreements with leading universities, delivers a
continuous flow of innovations. For more information, please visit
www.karolinskadevelopment.com. 

Karolinska Development is listed on NASDAQ OMX (STO: KDEV). Karolinska
Development may be required to disclose the information provided herein
pursuant to the Securities Markets Act.
News Source: NASDAQ OMX



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2015-05-21 Dissemination of a Corporate News, transmitted by DGAP - a
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Language:    English                    
Company:     Karolinska Development AB  
 
 
             Sweden                     
ISIN:        SE0002190926               
 
 
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