Annual General Meeting of Bluefish Pharmaceuticals AB
The shareholders of Bluefish Pharmaceuticals AB (publ), 556673-9164, are hereby invited to the annual general meeting on 16 June 2015, 3 p.m. at the company's offices located at Torsgatan 11, Stockholm.
Right to participate and notification
Shareholders who wish to participate in the annual general meeting must be entered in the share register maintained by Euroclear Sweden AB on 10 June 2015. They must also register with the company, including the names of any representatives (two at most) by 4 p.m. on 10 June 2015. Notification may be by email to firstname.lastname@example.org, via the company's website www.bluefishpharma.com or by regular mail to Bluefish Pharmaceuticals AB, Torsgatan 11, 111 23 Stockholm. Mark the envelope "Annual general meeting". Notification may also be given by telephone at +46 8 519 116 00.
In order to participate in the annual general meeting, shareholders whose shares are nominee-registered must request that the shares be temporarily registered in their own name. Such shareholders must notify the nominee about this well in advance of 10 June 2015 so that Euroclear Sweden AB is able to process the request on time.
Shareholders who would like a representative to attend the meeting on their behalf must provide a written, signed and date proxy form. Proxy forms must be submitted no later than upon arrival at the annual general meeting, but it is preferred that a copy of the form is submitted prior to the meeting. If the proxy form is issued by a legal entity, a certified copy of the certificate of registration for the legal entity must be enclosed. If the period of validity is not stated, the proxy will be valid for one year, at most.
1. Election of Chairman for the annual general meeting.
2. Preparation and approval of voting list.
3. Approval of the agenda.
4. Election of one or two persons appointed to verify the minutes.
5. Determination of whether the annual general meeting has been duly convened.
6. Presentation of the annual report, auditor's report, consolidated financial statements and auditor's report for the Group.
a) adoption of the income statement and balance sheet, the consolidated income statement and the consolidated balance sheet;
b) allocation of the company's profit or loss;
c) the discharge from liability for Board members and the CEO
8. Determination of the number of Board members, deputy Board members and auditors.
9. Determination of remuneration for Board members and auditors.
10. Election of Board members and deputy Board members.
11. Election of auditor.
12. Decision on giving the Board authority to decide on new issue of shares.
13. Conclusion of the annual general meeting.
A. Dividends (item 7 b)
The Board proposes that no dividends be issued to shareholders.
B. Remuneration to the Board and auditors (item 9)
No remuneration shall be paid to Board members. Fees to auditors shall be paid as invoiced.
C. Election of Board members, deputy Board members and auditors (items 8, 10 and 11)
The Board must consist of four ordinary members. Re-election of current Board members, Erika Kjellberg Eriksson, Gerald Engström, Karl Karlsson and Nivedan Bharadwaj.
The company must have one audit company as its auditors. Re-election of EY as the audit company up until the end of the next annual general meeting.
D. Decision on giving the Board authority to decide on new issue of shares (item 12)
The Board proposes that it is given the authority by the annual general meeting to, with or without deviation from shareholders' preferential rights, on one or more occasions up until the next annual general meeting, decide on the issue of new shares, warrants or convertibles. Such authority applies to decisions which, in total, are for at most the issue of 10,000,000 new B shares. Decisions pertaining to new issues may, besides cash payment, also include decisions on payment in kind, or by set-off, or other means of subscribing in accordance with chapter 13, paragraph 5, section 6 of the Swedish Companies Act. The aim of such authority is to enable the company to, on short notice, invite new stakeholders to participate in the company as shareholders and, otherwise be able to act if interesting partners or business opportunities arise.
Financial reports and audit reports may be obtained from the company at Torsgatan 11, 111 23 Stockholm or downloaded from the company's website, www.bluefishpharma.com. They will be available no later than three weeks prior to the annual general meeting. A copy of these documents will also be sent to shareholders who have provided an address and requested receipt of such documents.
The total number of shares in the company amounts to 80,942,496 and the number of votes is 8,094,250. The company does not hold any of its own shares.
Stockholm, May 2015
Bluefish Pharmaceuticals AB (publ)
Board of Directors
For more information, contact
Karl Karlsson, President & CEO Bluefish Pharmaceuticals
Tel. 46 8 519 116 00
Susanna Urdmark, CFO Bluefish Pharmaceuticals
Tel. 46 8 519 116 00
About Bluefish Pharmaceuticals
Bluefish has undergone significant international expansion since the company was founded in 2005. Bluefish focuses on the development, manufacture and sale of generic pharmaceuticals. The company conducts marketing operations in a large number of European markets and is expanding into territories outside Europe. The product portfolio consists of a total of approximately 80 products and is growing.