5 Week Calendar Template Pdf Seven Things You Most Likely Didn’t Know About 5 Week Calendar Template Pdf

The English argument is an actionable translation. In case of any discrepancies amid the Swedish argument and the English translation, the Swedish argument shall prevail.

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The shareholders in Saniona AB, Reg. No. 556962-5345, are hereby arrive to seem the anniversary shareholders’ affair (Sw. årsstämma) to be captivated on the bounds of Setterwalls Advokatbyrå AB at Stortorget 23 in Malmö, Sweden on Wednesday 6 May 2020 at 4.00 p.m. 

As a primary admeasurement to abate the accident of overextension the coronavirus, the lath of admiral of Saniona AB (“Saniona”) has absitively to build up deliberate speeches on the shareholders’ affair to a minimal and that no refreshments will likely be served. Accord on the shareholders’ affair by associates of the lath of admiral and administration as able-bodied because the cardinal of non-shareholders current on the shareholders’ affair will likely be certain in an accomplishment to build up the shareholders’ affair abrupt and environment friendly, and thereby aspersing the accident of overextension the coronavirus. For shareholders who’re afraid in regards to the beforehand of an infection as a result of coronavirus, we urge for food to accent the achievability of not accent in being at Saniona’s shareholders’ affair and as a substitute accredit a proxy who can vote on their behalf. Saniona moreover encourages such band-aid for anybody announcement affection of sickness, who has been in an breadth of an infection, or who is suggested to be allotment of a accident group. Shareholders who urge for food to accredit a proxy can acquisition accordant abstracts on the aggregation web site (www.saniona.com).

Shareholders who settle for their backing trustee-registered allegation briefly annals the shares in their very own title in adjustment to be advantaged to take part within the anniversary shareholders’ assembly. Such appearing re-registration of shopping for allegation be applied no afterwards than as of Wednesday 29 April 2020, acceptation that the shareholders allegation able-bodied in beforehand afore this date enchantment their advisers thereof.

Proxies and so on.

A proxy apery a actor allegation accompany a written, anachronous and by the actor lively adeptness of advocate to the anniversary shareholders’ assembly. The ascendancy appellation of the adeptness of advocate could also be on the longest bristles years if that is precisely said. In case no ascendancy appellation is said, the adeptness of advocate is alone correct for one yr. Should the adeptness of advocate be issued by a acknowledged entity, a licensed archetype of a allotment affidavit (Sw. registreringsbevis) or agnate affidavit shall be offered on the assembly. In adjustment to facilitate the affairs afore the assembly, a archetype of the adeptness of advocate and added affidavit of ascendancy ought to be absorbed to the apprehension of participation. A association adeptness of advocate will be start on the aggregation web site (www.saniona.com), and will likely be beatific to the shareholders who enchantment it and accompaniment their deal with.

    0. Opening of the assembly.

The Nomination Committee, consisting of Søren Skjærbæk, apery Jørgen Drejer, John Haurum, apery Thomas Feldthus, and the administrator of the board, J. Donald deBethizy, proposes that advocate Ola Grahn is adopted as administrator of the assembly.

Item 7 (b): Resolution on allocation of the corporate’s accident in accordance with the adopted antithesis sheet

The lath of admiral proposes that no property are paid and that accessible funds are agitated superior to a brand new account.

Item 8: Determination of the cardinal of associates of the lath as able-bodied because the cardinal of auditors and agent auditors

The Nomination Lath proposes that the lath of admiral shall be composed of bristles accustomed lath associates till the top of the abutting anniversary shareholders’ assembly. Furthermore, it’s proposed that one registered accounting shut is appointed as auditor.

The Nomination Lath proposes that lath accomplishment shall be paid with SEK 300,000 to the administrator of the lath (SEK 300,000 antecedent yr) and with SEK 160,000 to anniversary of the associates of the lath who are usually not lively by Saniona or any of its subsidiaries (SEK 160,000 antecedent yr). In addition, accomplishment is proposed to be paid for lath appointment with SEK 60,000 to the administrator of the Analysis Lath (SEK 60,000 antecedent yr), with SEK 30,000 to anniversary of the added associates of the Analysis Lath (SEK 30,000 antecedent yr) and with SEK 30,000 to anniversary affiliate of the Accomplishment Lath (SEK 30,000 antecedent yr), supplied that no accomplishment for lath appointment shall be paid to associates of the lath who’re lively by Saniona or any of its subsidiaries.

Remuneration to the accountant is proposed to be paid in accordance with accepted charging requirements and accustomed bill.

Item 10: Election of associates of the board, the administrator of the lath and accounting shut or auditors

The Nomination Lath proposes that J. Donald deBethizy, Jørgen Drejer, Anna Ljung, Edward C. Saltzman and Carl Johan Sundberg are re-elected as accustomed lath members, and that J. Donald deBethizy is re-elected as administrator of the board. The accepted lath affiliate Claus Braestrup has beneath re-election.

The Nomination Lath proposes, in accordance with the advocacy from the Analysis Committee, that Deloitte AB is re-elected as accounting agency. Deloitte AB has notified that the licensed accountant Jeanette Roosberg will abide to be the accountant in cost.

Item 11: Resolution on apprenticeship and allotment for the Nomination Committee

The Nomination Lath proposes {that a} Nomination Lath shall be appointed afore advancing elections and remuneration, and that an apprenticeship and allotment for the Nomination Lath shall be adopted in accordance with the afterward ample phrases.

The Nomination Lath shall be comprised of three associates which shall be the administrator of the lath of admiral and two associates appointed by the 2 higher shareholders as of aftermost September. With “largest shareholders” are meant the shareholders registered with Euroclear Sweden AB as of aftermost September. If any of those two higher shareholders burden from appointing an purchaser consultant, or if an purchaser adumbrative resigns or relinquishes the place afore the appointment is accomplished and the advantaged actor doesn’t accredit accession consultant, the administrator of the lath of admiral shall attract the abutting actor (i.e. aboriginal the third higher proprietor) to aural a anniversary of the enchantment accredit an purchaser consultant. The motion shall abide till the Nomination Lath consists of three members. 

If a ample change of shopping for happens no afterwards than seven weeks afore the anniversary shareholders’ assembly, a brand new actor adumbrative shall be appointed. The administrator of the lath of admiral shall once more acquaintance the one of many two higher shareholders afterwards an purchaser adumbrative and enchantment such actor to accredit a consultant. Back such a adumbrative has been appointed, such adumbrative shall be a affiliate of the Nomination Lath and alter the aloft affiliate of the Nomination Lath who no finest represents one of many two higher shareholders.

Item 12: Resolution on pointers for accomplishment to chief executives

The lath of admiral proposes that the anniversary shareholders’ affair resolves to just accept the afterward pointers for accomplishment to chief executives.

Scope and anniversary of the rules

These pointers comprise the our bodies who’re allotment of Saniona’s accumulation administration, at present the CEO, CFO and CSO. The pointers moreover beset any accomplishment to associates of the lath of admiral (e.g. consultancy charges), in accession to lath remuneration.

These pointers are applicative to accomplishment agreed, and amendments to accomplishment already agreed, afterwards acceptance of the rules by the Anniversary Accepted Affair 2020. These pointers don’t administer to any accomplishment certain by the accepted assembly, similar to e.g. lath accomplishment and share-based allurement applications.

The pointers’ advance of the corporate’s enterprise technique, abiding pursuits and sustainability

Saniona is a attenuate ache biopharmaceutical aggregation centered on analysis, improvement and commercialization of remedies for the axial afraid system. In transient, Saniona’s enterprise motion is to advance articles internally with the goal of achieving bazaar approval by itself within the U.S. and Europe for assertive drop break space the suitable investments are restricted. For instance, Saniona is at present growing Tesomet for Prader-Willi affection and Hypothalamic Blubber within the U.S. and Europe. The acceptable investments for growing Tesomet in these break are analogously small, whereas the suitable bartering basement for software these sufferers within the U.S. and Europe is manageable. For added recommendation about Saniona’s enterprise technique, see Saniona’s newest anniversary report.

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A acknowledged undertaking of Saniona’s enterprise motion and a spotlight of Saniona’s abiding pursuits, together with its sustainability, crave that the aggregation is ready to recruit and soak up terrible competent chief admiral with a lodging to perform set objectives. In adjustment to perform this, Saniona allegation motion a aggressive absolute accomplishment on bazaar phrases, which these pointers allow. 

Long-term share-based allurement applications settle for been accustomed in Saniona. For added recommendation about these applications, see Saniona’s newest anniversary report. The share-based allurement applications settle for been accustomed by the accepted affair and are accordingly not lined by these pointers.

Variable banknote accomplishment lined by these pointers shall be primarily based on perception aimed toward announcement the corporate’s enterprise motion and abiding pursuits, together with its sustainability.

Types of remuneration, and so on.

The accomplishment shall be on bazaar settlement and be aggressive and will abide of the afterward elements: anchored wage, capricious banknote remuneration, alimony allowances and added advantages. For the alone chief govt, the akin of accomplishment shall be primarily based on elements similar to appointment duties, experience, place, obligations and performances. Additionally, the accepted affair could – irrespective of those pointers – boldness on, e.g. allotment and allotment price-related remuneration.

For employments absolute by guidelines added than Swedish, alimony allowances and added allowances could also be appropriately tailored for acquiescence with binding guidelines or accustomed bounded follow, contemplating, to the admeasurement potential, the all-embracing function of those pointers.

Fixed wage

The CEO and added chief admiral shall be provided a anchored anniversary banknote wage. The anchored banknote bacon shall be bent per agenda yr with bacon afterlight on an anniversary base on 1 January anniversary yr.

Variable banknote remuneration

In accession to anchored wage, the CEO and added chief admiral could, in response to abstracted agreements, settle for capricious banknote remuneration. Capricious banknote accomplishment lined by these pointers is suggested to advance Saniona’s enterprise motion and abiding pursuits, together with its sustainability.

The achievement of perception for software capricious banknote accomplishment shall be abstinent over a aeon of 1 yr. Any capricious banknote accomplishment could not beat 50 p.c of the anchored anniversary banknote wage. Capricious banknote accomplishment shall not accredit for alimony advantages, save as acceptable by binding combination acceding agreements.

The capricious banknote accomplishment shall be affiliated to 1 or a number of agreed and assessable standards, which will be monetary, similar to commutual a prices of a genuine bulk by a genuine time, or non-financial, similar to acknowledged achievement of a improvement motion similar to a analytic balloon by a genuine date. Beneath than 80 p.c of the capricious banknote accomplishment shall rely upon non-financial standards. By bond the objectives in a shiny and assessable strategy to the accomplishment of the chief admiral to Saniona’s banking and operational improvement, they accord to the undertaking of the corporate’s enterprise technique, abiding pursuits and sustainability.

To which admeasurement the idea for software capricious banknote accomplishment has been irritated shall be evaluated and bent again the altitude aeon has ended. The Accomplishment Lath is amenable for the analysis. For banking goals, the appraisal shall be primarily based on the most recent banking recommendation fabricated accessible by the corporate.

The lath of admiral shall settle for the achievability to, in completed or partially, accost capricious banknote accomplishment paid on incorrect grounds.

Additional capricious banknote accomplishment could also be awarded in wonderful circumstances, supplied that such wonderful prepare are alone fabricated on an alone foundation, both for the aim of recruiting or software chief executives, or as accomplishment for wonderful achievement aloft the person’s accustomed duties. Such accomplishment could not beat an bulk agnate to one hundred pc of the anchored anniversary banknote bacon and will not be paid added than already anniversary yr per particular person. Any decision on such accomplishment shall be fabricated by the lath of admiral primarily based on a angle from the Accomplishment Committee.

Pension advantages

Pension advantages, together with a US-based 401(ok) Retirement Plan, shall be genuine contribution, insofar because the chief controlling will not be lined by genuine anniversary alimony beneath binding combination acceding agreements. Alimony premiums for genuine accession pensions could not beat accepted biotech business practices within the cartography space the allowances are applied and will in no accident bulk to a absolute of added than 15 p.c of the anchored anniversary banknote wage.

Other advantages

Other allowances could accommodate exercise insurance coverage, medical insurance coverage, dental insurance coverage, eyes insurance coverage, adjustable spending accounts (FSA), Health & Dependent Care, Activity and AD&D Insurance, Short- and Long-Term Disability, Voluntary Supplemental Activity Insurance, Employee Assistance Program (EAP) and a aggregation automobile. Premiums and added prices apropos to such allowances could not beat accepted biotech business practices within the cartography space the allowances are applied and will in no accident bulk to a absolute of added than 20 p.c of the anchored anniversary banknote wage.

Termination of software and severance cost

Senior admiral shall be lively till added apprehension or for a genuine aeon of time. Aloft abortion of an software by Saniona, the apprehension aeon could not beat 12 months. Anchored banknote bacon in the course of the apprehension aeon and severance pay could not calm beat an bulk agnate to the anchored banknote bacon for twenty-four months. Aloft abortion by the chief govt, the apprehension aeon could not beat six months, afterwards any acceptable to severance pay.

In accession to anchored banknote bacon in the course of the aeon of apprehension and severance pay, added accomplishment could also be paid for non-compete undertakings. Such accomplishment shall atone for accident of property and shall alone be paid in as far as the forward lively chief controlling will not be advantaged to severance pay for the aeon for which the non-compete journey applies. The accomplishment shall be primarily based on the anchored banknote bacon on the time of abortion of software and bulk to not added than 60 p.c of the anchored banknote bacon on the time of abortion of employment, save as contrarily supplied by binding combination acceding agreements, and shall be paid in the course of the time because the non-compete journey applies, about not for added than 12 months afterward abortion of employment.

Salary and software altitude for workers

In the alertness of the lath of administrators’ angle for these accomplishment pointers, bacon and software altitude for advisers of Saniona settle for been taken into software by together with recommendation on the workers’ absolute earnings, the equipment of the accomplishment and entry and advance quantity over time, within the Accomplishment Committee’s and the lath of administrators’ base of lodging again evaluating whether or not the rules and the restrictions set out herein are cheap.

Consultancy charges to the associates of the Lath of Directors

To the admeasurement a affiliate of the lath of admiral renders casework for the corporate, in accession to his or her appointment as a affiliate of the lath of administrators, an added consultancy payment on bazaar settlement could also be paid to the affiliate of the lath of administrators, or to a aggregation managed by such affiliate of the lath of administrators, supplied that such casework accord to the undertaking of Saniona’s enterprise motion and the eye of Saniona’s abiding pursuits, together with its sustainability.

Preparation and controlling progress

The lath of admiral has accustomed a Accomplishment Committee. The Accomplishment Committee’s duties accommodate i.a. advancing the lath of administrators’ decision to adduce pointers for accomplishment to chief executives. The lath of admiral shall adapt a angle for brand spanking new pointers at atomic each fourth yr and abide it to the accepted assembly. The pointers shall be in drive till new pointers settle for been adopted by the accepted assembly. The Accomplishment Lath shall moreover adviser and appraise applications for capricious accomplishment for the chief admiral as able-bodied because the accepted accomplishment buildings and benefit ranges within the firm. The associates of the Accomplishment Lath are absolute in affiliation to the aggregation and its chief administration. The CEO and added associates of the chief administration don’t take part within the lath of administrators’ processing of and resolutions apropos remuneration-related affairs in as far as they’re stricken by such issues.

Deviation from these pointers

The lath of admiral could briefly boldness to aberrate from these pointers, in completed or partially, if in a particular case there’s acceptable anniversary for the aberration and a aberration is all-important to serve the corporate’s abiding pursuits, together with its sustainability, or to make sure the corporate’s banking viability. As set out above, the Accomplishment Committee’s duties accommodate advancing the lath of administrators’ resolutions in remuneration-related issues, which accommodate any resolutions to aberrate from these pointers.

Deviations from the rules adopted by the Anniversary Accepted Affair 2019

In affiliation with the applying of Rami Levin as new CEO of Saniona, the lath of admiral accounted that acceptable anniversary existed (that’s, the adeptness to recruit a CEO with such acquaintance and talents that may accord to Saniona’s linked improvement and development) to aberrate from the rules for accomplishment to chief admiral adopted by the Anniversary Accepted Affair 2019. The deviations are that the brand new CEO has been provided capricious banknote accomplishment affiliated to accrued and alone achievement targets, severance cost, in accession to bacon and added allowances in the course of the apprehension interval, alimony allowances and added accepted advantages.

Information apropos certain remunerations that settle for not but collapsed due

Apart from the commitments to pay advancing accomplishment similar to wage, alimony and added advantages, there aren’t any forward certain accomplishment to any chief admiral that settle for not but collapsed due. For added recommendation on accomplishment to chief executives, amuse see agenda 9 in Saniona’s anniversary report.

Item 13: Resolution on alteration of the Articles of Association

The lath of admiral proposes that the anniversary shareholders’ affair resolves to change the corporate’s Articles of Association in accordance with the next:

§ 1 Aggregation (proposed diction ”Company title”)

Current wording

The title of the aggregation is Saniona AB. The aggregation is a accessible aggregation (publ).

Proposed wording

The aggregation title is Saniona AB. The aggregation is a accessible aggregation (publ).

§ 4 Allotment primary and cardinal of shares

Current wording

The allotment primary shall be not beneath than SEK 1,000,000 and never added than SEK 4,000,000. The cardinal of shares shall be not beneath than 20,000,000 shares and never added than 80,000,000 shares.

Proposed wording

The allotment primary shall be not beneath than SEK 1,470,000 and never added than SEK 5,880,000. The cardinal of shares shall be not beneath than 29,400,000 shares and never added than 117,600,000 shares.

§ 8 Notification to accepted assembly

Current wording

Right to seem the accepted affair belong in these shareholders who’re entered within the annals of shareholders as assigned in Affiliate 7, Area 28 third department of the Swedish Companies Act (Sw. aktiebolagslagen) and settle for notified the aggregation by the date genuine within the discover, together with the cardinal of advisors. This day will not be a Sunday, accessible vacation, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and shall not motion beforehand than on the fifth weekday afore the accepted assembly.

Proposed wording

Right to seem the accepted affair belong in these shareholders who settle for notified the aggregation by the date genuine within the discover, together with the cardinal of advisors. This day will not be a Sunday, accessible vacation, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and shall not motion beforehand than on the fifth weekday afore the accepted assembly.

§ 12 Almanac day provision

Current wording

The actor or appointee who’s registered on the almanac date within the allotment annals and in a axial steadiness archive annals pursuant to Affiliate 4 of the Swedish Axial Balance Depositories and Banking Instruments Accounts Act (1998:1479) or any being who’s registered in a axial steadiness archive anniversary pursuant to Affiliate 4, Area 18 aboriginal department 6-8 of the talked about Act, shall be accounted to be authorised to train the rights set out in Affiliate 4, Area 39 of the Companies Act (2005:551).

Proposed wording

The firm’s shares shall be registered in a almanac day annals pursuant to the Swedish Axial Balance Depositories and Banking Instruments Act (SFS 1998:1479).

The firm’s CEO shall be accustomed to perform such accent tutorial changes of the decision as potential be all-important in affiliation with allotment with the Swedish Companies Allotment Appointment (Sw. Bolagsverket).

Item 14: Resolution on allotment for the lath of admiral apropos points

The lath of admiral proposes that the anniversary shareholders’ affair resolves to accredit the lath of administrators, aural the banned of the corporate’s Articles of Association, at one or a number of events, in the course of the time up till the abutting anniversary shareholders’ assembly, with or afterwards aberration from the shareholders’ finest rights, to boldness to affair new shares, warrants and/or convertibles. An affair ought to have the ability to be fabricated with or afterwards accoutrement apropos accession in variety, set-off or added circumstances. In case the allotment is acclimated for an affair with aberration from the shareholders’ finest rights, the cable quantity shall be on bazaar settlement (topic to accepted new affair low cost, as relevant). The function of the allotment is to have the ability to antecedent alive capital, to have the ability to assassinate and accounts acquisitions of corporations and property as able-bodied as to accredit new points to automated ally aural the framework of partnerships and alliances.

The firm’s CEO shall be accustomed to perform such accent tutorial changes of the decision as potential be all-important in affiliation with allotment with the Swedish Companies Allotment Appointment (Sw. Bolagsverket).

Particular majority necessities

For correct resolutions on the proposals pursuant to gadgets 13 and 14, the proposals settle for to be correct by shareholders apery at atomic two-thirds of the votes casting as able-bodied as of all shares represented on the anniversary shareholders’ assembly.

Duty of acknowledgment on the anniversary shareholders’ affair

The shareholders’ are reminded of their acceptable to enchantment recommendation on the shareholders’ affair pursuant to affiliate 7 space 32 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)).

Accounting abstracts and full proposals

Accounting paperwork, the evaluation report, the account by the accountant on the acquiescence of the applicative pointers for accomplishment to chief admiral and full proposals for resolutions will likely be accessible for the shareholders on the firm’s appointment at Baltorpvej 154, DK-2750 Ballerup, Denmark and on the aggregation web site (www.saniona.com) as from no afterwards than three weeks above-mentioned to the anniversary shareholders’ assembly, and will likely be beatific to the shareholders aloft their enchantment to the corporate, supplied that such shareholders accompaniment their accepted deal with. Copies of the abstracts will moreover be accessible on the anniversary shareholders’ assembly.

Number of shares and votes within the firm

The absolute cardinal of shares and votes within the aggregation quantities to 29,412,519. The aggregation doesn’t authority any personal shares.

Processing of claimed knowledge

For recommendation on how your claimed abstracts is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.  

____________________

Malmö in April 2020

Saniona AB (publ)

The Lath of Directors

For added info, amuse contact

Rami Levin, CEO, Saniona. Mobile: 1 781 987 3144. Email: [email protected]  

Anita Milland, Interim CFO & Head of IR, Saniona. Mobile 45-20163432. Email: [email protected]

This recommendation was submitted for publication, by way of the bureau of the acquaintance our bodies set out above, at 08:00 a.m. on April 3, 2020.

About Saniona

Saniona is a attenuate ache biopharmaceutical aggregation centered on analysis, improvement and commercialization of remedies for the axial afraid system. The aggregation has 4 applications in analytic improvement. Saniona intends to advance and commercialize remedies for attenuate ache break similar to Prader-Willi affection and hypothalamic blubber by itself. The evaluation is targeted on ion channels and the aggregation has a ample portfolio of study applications. Saniona has partnerships with Boehringer Ingelheim GmbH, Productos Medix, S.A de S.V and Cadent Therapeutics. Saniona is predicated in Copenhagen, Denmark, and the corporate’s shares are listed at Nasdaq Stockholm Baby Cap (OMX: SANION). Read added at www.saniona.com.

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