Press Releases

Wed, 07 Jun 2017

Notice to Annual general meeting in Bluefish Pharmaceuticals ab (publ)

The shareholders of Bluefish Pharmaceuticals AB (publ), reg. no. 556673-9164 (the “Company”) are hereby invited to attend the annual general meeting to be held on 21 June at 15.00 CET at the Company’s office at address Gävlegatan 22 in Stockholm.

 

REGISTRATION AND NOTIFICATION

Shareholders who wish to attend the annual general meeting shall be recorded in the share register maintained by Euroclear Sweden AB on Thursday June 15, 2017, and shall notify the Company of their intention to attend the general meeting, and if applicable, the number of (no more than two) advisors to accompany the shareholder no later than Thursday 15 June, 2017 at 12.00 pm CET.

The notification shall be made on the Company’s website, www.bluefishpharma.com, by e-mail berit.lindholm@bluefishpharma.com, by telephone 08-519 116 00 or by letter to Bluefish Pharmaceuticals AB, Gävlegatan 22, 113 30 Stockholm. Mark the envelop “General Meeting”. The notification shall state the name, personal identification number or company registration number, address and telephone number.

 

NOMINEE REGISTERED SHARES

Shareholders with nominee registered shares through a bank or other nominee must, in order to be entitled to participate at the annual general meeting, temporarily have their shares re-registered in their own name with Euroclear Sweden AB. Such re-registration must be duly effected no later than on Thursday June 15, 2017. This implies that shareholders who wish to make such re-registration must inform their nominees well before such date.

REPRESENTATIVE

Shareholders represented by a counsel must issue a signed and dated power of attorney in writing for their representative. If the power of attorney is issued by a legal entity, a certified copy of the certificate of registration, or a corresponding document of authority, of that legal entity must be attached. The power of attorney in original, and any certificate of registration of the legal entity should be submitted to the Company at the address above well before the annual general meeting.

 

A form of power of attorney in Swedish will be made available on the Company’s website, www.bluefishpharma.com, and provided to shareholders upon request.

 

 PROPOSED AGENDA

  1. Opening of the meeting
  2. Election of a chairman of the general meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda for the general meeting
  5. Election of one or two persons to verify the minutes
  6. Determination as to whether the meeting has been duly convened
  7. Presentation of the annual report and the auditor’s report, the consolidated annual report and the consolidated auditor’s report

8.Resolutions:

  1. regarding adoption of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and consolidated balance sheet
  2. regarding allocation of the Company’s profit or loss in accordance with the adopted balance sheet
  3. regarding discharge from liability of the directors and the managing director
  1. Resolution regarding the number of directors of the board, deputy directors of the board and auditors
  2. Resolution regarding the remuneration to the board of directors and to the auditors.
  3. Election of directors of the board and auditors
  4. Resolution regarding establishment of an incentive scheme
  5. Resolution regarding issuance of convertibles
  6. Resolution regarding amendment of the Articles of Association regarding the number of share classes
  7. Closing of the meeting.

 

PROPOSAL FOR RESOLUTIONS

Resolution concerning allocation of the Company’s profit or loss (Item 8 (b))

The board of directors proposes that the profits brought forward in the amount of SEK 48,008,561, including 2016 year’s loss of SEK 4,463,690, shall be carried forward.

Resolution regarding the remuneration to the board of directors and to the auditors (Item 10)

The board of directors proposes that no remuneration shall be paid to the board of directors, for the period until the end of the next annual general meeting. The board of directors proposes that the auditor’s fee shall be paid as per approved invoice.

Election of directors of the board and auditors (Item 11)

The board of directors proposes, for the period until the end of the next annual general meeting, re-election of Erika Kjellberg Eriksson, Gerald Engström, Karl Karlsson and Nivedan Bharadwaj as ordinary directors of the board. Gerald Engström is proposed to be elected as chairman of the board of directors.

The board of directors proposes, for the period until the end of the annual general meeting, re-election of the accounting firm EY as auditor, with Anna Kristina Svanberg as principle auditor.

Resolution regarding establishment of an incentive scheme (Item 12)

The board of directors proposes that the annual general meeting resolves to establish an incentive scheme for senior executives in the Company by issuance of warrants, substantially in accordance with what is set out below.

The board of directors proposes that the annual general meeting resolves that the Company shall, with deviation from the shareholders' preferential rights, issue a maximum 2,000,000 warrants which upon full subscription correspond to a dilution of approximately 2.5 per cent calculated on the basis of outstanding shares in the Company as per today. Each warrant shall entitle to subscription of one (1) new share in the Company to a price of SEK 7 per share. The right to subscribe for warrants shall be vested in the Company’s wholly-owned subsidiary Bluefish Pharma Incentive AB, reg. no. 556731-3704, with the right and obligation to, in accordance with the instructions of the board of directors of the Company and these terms, transfer such warrants to current and future senior executives and key employees of the Company or its subsidiaries. The warrants shall be issued free of charge to the subsidiary. Transfer of warrants from the subsidiary to current and future senior executives and key employees of the Company shall be effected at a price equal to the estimated market value of the warrants at the time of transfer, calculated in accordance with a recognized valuation model (Black & Scholes). The warrants may be exercised for subscription of shares during the period between 15 April and 30 June, 2021. All persons subscribing for warrants shall enter into an agreement with the Company, that should include conventional terms and conditions for the employees subscription for warrants regarding e.g. the Company’s right to buy the warrants if the person’s employment ends etc.   

The reason for deviation from the shareholders' preferential rights is that the board of directors deems it essential for the Company, and that it is in both the Company’s and the shareholders’ interest, to offer some of the current and future senior executives and key employees of the Company an opportunity to take part of the Company’s future value growth. A long-term and personal commitment for the senior executives can be expected to increase the motivation in the future work in the Company and its subsidiaries, stimulate greater interest for the business and the profit performance and increase the sense of connection to the Company and its subsidiaries.

A resolution to establish the incentive scheme outlined above is subject to the rules of Chapter 16 of the Swedish Companies Act (2005:551), which requires that the proposal in this item 12 shall, in order to be valid, be supported by shareholders representing at least nine-tenth (9/10) of both the votes cast and the shares represented at the meeting.

 

Resolution regarding issuance of convertibles (Item 13)

The board of directors proposes that the annual general meeting resolves to issue convertibles in the Company, substantially in accordance with what is set out below.

The board of directors proposes that the annual general meeting resolves that the Company shall, with deviation from the shareholders' preferential rights, issue convertibles to an amount of no more than SEK 100,000,000. The convertibles shall have a term of three (3) years, with an interest of nine (9) percent per year. The conversion rate for the convertibles shall be SEK 9 per share. In case of an acquisition of the Company or a listing of the Company there shall be an automatic conversion of the convertibles. In case of such an automatic conversion, the conversion rate shall be ninety (90) percent (i) of the price per share in case of an acquisition of the Company, or (ii) of the price per share determined when listing the Company. In case of a conversion to shares in connection to a listing of the Company, a ban against selling such shares during a period of six months from such a listing will be agreed upon (so called lock-up).

The right for subscription shall be vested in professional investors and current owners of the Company.

The reason for deviation from the shareholders' preferential rights is to allow for acquisition of capital in order to finance the Company’s continued growth.

For a valid resolution by the annual general meeting in accordance with item 13, it is required that the resolution is supported by shareholders representing no less than two-thirds (2/3) of both the votes cast and the shares represented at the meeting.

Resolution concerning amendment of the Articles of Association regarding the number of share classes (Item 14)

The board of directors proposes that the annual general meeting resolves to change § 5 in the Articles of Association so that the Articles of Association only allows one share class to be issued and to exist. According to the current § 5 of the Articles of Association, the Company can issue shares of two classes, designated class A and class B. The board of directors proposes that only one class of shares, so called common shares, shall exist and the Company shall only be allowed to issue such common shares.

For a valid resolution by the annual general meeting in accordance with item 14, it is required that the resolution is supported by shareholders representing no less than two-thirds (2/3) of both the votes cast and the shares represented at the meeting.

Information at the Annual General Meeting

The board of directors and the chief executive officer shall at the annual general meeting, if any shareholder so requests and the board of directors deems that it can be made without significant harm to the Company, provide information regarding circumstances which may affect the assessment of a matter on the agenda and circumstances which may affect the assessment of the Company’s financial situation. The information requirement also regards the Company's relation to other group companies, the consolidated accounts and such circumstances regarding subsidiaries which are referred to in the previous sentence.

documents

The annual accounts and auditor's report for the financial year 2016 together with a proxy form will be available to the shareholders at the Company’s office at Gävlegatan 22, Stockholm and on the Company’s website, www.bluefishpharma.com, at least three (3) weeks before the annual general meeting and at the annual general meeting. A complete proposal for resolution in respect of items 12, 13 and 14 will be available to the shareholders at the Company’s office at the address above and on the Company’s website, www.bluefishpharma.com, at least two (2) weeks before the annual general meeting and at the annual general meeting. Otherwise complete proposals are stated under each item in this notice. The documents referred to above will be sent free of charge to shareholders who request it and who states its address.

 

 

___________________

Stockholm in May 2017

Bluefish Pharmaceuticals AB (publ)

The board of directors

 

For more information, contact

 

Berit Lindholm, CEO Bluefish Pharmaceuticals 

Tel. 46 8 519 116 00

Email: berit.lindholm@bluefishpharma.com

 

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.

www.bluefishpharma.com