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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 appear the anniversary shareholders’ affair (Sw. årsstämma) to be captivated at the bounds of Setterwalls Advokatbyrå AB at Stortorget 23 in Malmö, Sweden on Wednesday 6 May 2020 at 4.00 p.m. 



As a basic admeasurement to abate the accident of overextension the coronavirus, the lath of admiral of Saniona AB (“Saniona”) has absitively to accumulate planned speeches at the shareholders’ affair to a minimum and that no refreshments will be served. Accord at the shareholders’ affair by associates of the lath of admiral and administration as able-bodied as the cardinal of non-shareholders present at the shareholders’ affair will be bound in an accomplishment to accumulate the shareholders’ affair abrupt and efficient, and thereby aspersing the accident of overextension the coronavirus. For shareholders who are afraid about the beforehand of infection due to the coronavirus, we appetite to accent the achievability of not accessory in being at Saniona’s shareholders’ affair and instead accredit a proxy who can vote on their behalf. Saniona additionally encourages such band-aid for anyone announcement affection of illness, who has been in an breadth of infection, or who is advised to be allotment of a accident group. Shareholders who appetite to accredit a proxy can acquisition accordant abstracts at the aggregation website (www.saniona.com).



Shareholders who accept their backing trustee-registered allegation briefly annals the shares in their own name in adjustment to be advantaged to participate in the anniversary shareholders’ meeting. Such acting re-registration of buying allegation be implemented no afterwards than as of Wednesday 29 April 2020, acceptation that the shareholders allegation able-bodied in beforehand afore this date appeal their advisers thereof.

Proxies etc.

A proxy apery a actor allegation accompany a written, anachronous and by the actor active adeptness of advocate to the anniversary shareholders’ meeting. The ascendancy appellation of the adeptness of advocate may be at the longest bristles years if this is accurately stated. In case no ascendancy appellation is stated, the adeptness of advocate is alone accurate for one year. Should the adeptness of advocate be issued by a acknowledged entity, a certified archetype of a allotment affidavit (Sw. registreringsbevis) or agnate affidavit shall be presented at the meeting. In adjustment to facilitate the affairs afore the meeting, a archetype of the adeptness of advocate and added affidavit of ascendancy should be absorbed to the apprehension of participation. A arrangement adeptness of advocate can be begin at the aggregation website (www.saniona.com), and will be beatific to the shareholders who appeal it and accompaniment their address.

    0. Opening of the meeting.

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 meeting.

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

The lath of admiral proposes that no assets are paid and that accessible funds are agitated advanced to a new account.

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

The Nomination Lath proposes that the lath of admiral shall be composed of bristles accustomed lath associates until the end of the abutting anniversary shareholders’ meeting. Furthermore, it is proposed that one registered accounting close 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 year) and with SEK 160,000 to anniversary of the associates of the lath who are not active by Saniona or any of its subsidiaries (SEK 160,000 antecedent year). 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 year), with SEK 30,000 to anniversary of the added associates of the Analysis Lath (SEK 30,000 antecedent year) and with SEK 30,000 to anniversary affiliate of the Accomplishment Lath (SEK 30,000 antecedent year), provided that no accomplishment for lath appointment shall be paid to associates of the lath who are active by Saniona or any of its subsidiaries.

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

Item 10: Election of associates of the board, the administrator of the lath and accounting close 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 firm. Deloitte AB has notified that the certified accountant Jeanette Roosberg will abide to be the accountant in charge.

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 abundant terms.

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 two better shareholders as of aftermost September. With “largest shareholders” are meant the shareholders registered with Euroclear Sweden AB as of aftermost September. If any of these two better shareholders burden from appointing an buyer representative, or if an buyer adumbrative resigns or relinquishes the position afore the appointment is completed and the advantaged actor does not accredit accession representative, the administrator of the lath of admiral shall allure the abutting actor (i.e. aboriginal the third better owner) to aural a anniversary of the appeal accredit an buyer representative. The action shall abide until the Nomination Lath is composed of three members. 

If a abundant change of buying occurs no afterwards than seven weeks afore the anniversary shareholders’ meeting, a new actor adumbrative shall be appointed. The administrator of the lath of admiral shall again acquaintance the one of the two better shareholders afterwards an buyer adumbrative and appeal such actor to accredit a representative. 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 best represents one of the two better shareholders.

Item 12: Resolution on guidelines for accomplishment to chief executives

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

Scope and anniversary of the guidelines

These guidelines comprise the bodies who are allotment of Saniona’s accumulation management, currently the CEO, CFO and CSO. The guidelines additionally beset any accomplishment to associates of the lath of admiral (e.g. consultancy fees), in accession to lath remuneration.

These guidelines are applicative to accomplishment agreed, and amendments to accomplishment already agreed, afterwards acceptance of the guidelines by the Anniversary Accepted Affair 2020. These guidelines do not administer to any accomplishment bound by the accepted meeting, such as e.g. lath accomplishment and share-based allurement programs.

The guidelines’ advance of the company’s business strategy, abiding interests and sustainability

Saniona is a attenuate ache biopharmaceutical aggregation focused on research, development and commercialization of treatments for the axial afraid system. In brief, Saniona’s business action is to advance articles internally with the aim of attaining bazaar approval by itself in the U.S. and Europe for assertive drop break area the appropriate investments are limited. For example, Saniona is currently developing Tesomet for Prader-Willi affection and Hypothalamic Blubber in the U.S. and Europe. The appropriate investments for developing Tesomet in these break are analogously small, while the appropriate bartering basement for application these patients in the U.S. and Europe is manageable. For added advice about Saniona’s business strategy, see Saniona’s latest anniversary report.

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A acknowledged accomplishing of Saniona’s business action and attention of Saniona’s abiding interests, including its sustainability, crave that the aggregation is able to recruit and absorb awful competent chief admiral with a accommodation to accomplish set goals. In adjustment to accomplish this, Saniona allegation action a aggressive absolute accomplishment on bazaar terms, which these guidelines enable. 

Long-term share-based allurement programs accept been accustomed in Saniona. For added advice about these programs, see Saniona’s latest anniversary report. The share-based allurement programs accept been accustomed by the accepted affair and are accordingly not covered by these guidelines.

Variable banknote accomplishment covered by these guidelines shall be based on belief aimed at announcement the company’s business action and abiding interests, including its sustainability.

Types of remuneration, etc.

The accomplishment shall be on bazaar agreement and be aggressive and may abide of the afterward components: anchored salary, capricious banknote remuneration, alimony allowances and added benefits. For the alone chief executive, the akin of accomplishment shall be based on factors such as appointment duties, expertise, position, responsibilities and performances. Additionally, the accepted affair may – irrespective of these guidelines – boldness on, e.g. allotment and allotment price-related remuneration.

For employments absolute by rules added than Swedish, alimony allowances and added allowances may be appropriately adapted for acquiescence with binding rules or accustomed bounded practice, considering, to the admeasurement possible, the all-embracing purpose of these guidelines.

Fixed salary

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

Variable banknote remuneration

In accession to anchored salary, the CEO and added chief admiral may, according to abstracted agreements, accept capricious banknote remuneration. Capricious banknote accomplishment covered by these guidelines is advised to advance Saniona’s business action and abiding interests, including its sustainability.

The achievement of belief for application capricious banknote accomplishment shall be abstinent over a aeon of one year. Any capricious banknote accomplishment may not beat 50 percent of the anchored anniversary banknote salary. Capricious banknote accomplishment shall not accredit for alimony benefits, save as appropriate by binding aggregate acceding agreements.

The capricious banknote accomplishment shall be affiliated to one or several agreed and assessable criteria, which can be financial, such as commutual a costs of a authentic bulk by a authentic time, or non-financial, such as acknowledged achievement of a development action such as a analytic balloon by a authentic date. Beneath than 80 percent of the capricious banknote accomplishment shall depend on non-financial criteria. By bond the goals in a bright and assessable way to the accomplishment of the chief admiral to Saniona’s banking and operational development, they accord to the accomplishing of the company’s business strategy, abiding interests and sustainability.

To which admeasurement the belief for application capricious banknote accomplishment has been annoyed shall be evaluated and bent back the altitude aeon has ended. The Accomplishment Lath is amenable for the evaluation. For banking objectives, the appraisal shall be based on the latest banking advice fabricated accessible by the company.

The lath of admiral shall accept the achievability to, in accomplished or in part, accost capricious banknote accomplishment paid on incorrect grounds.

Additional capricious banknote accomplishment may be awarded in amazing circumstances, provided that such amazing arrange are alone fabricated on an alone basis, either for the purpose of recruiting or application chief executives, or as accomplishment for amazing achievement aloft the individual’s accustomed tasks. Such accomplishment may not beat an bulk agnate to 100 percent of the anchored anniversary banknote bacon and may not be paid added than already anniversary year per individual. Any resolution on such accomplishment shall be fabricated by the lath of admiral based on a angle from the Accomplishment Committee.

Pension benefits

Pension benefits, including a US-based 401(k) Retirement Plan, shall be authentic contribution, insofar as the chief controlling is not covered by authentic anniversary alimony beneath binding aggregate acceding agreements. Alimony premiums for authentic accession pensions may not beat accepted biotech industry practices in the cartography area the allowances are implemented and may in no accident bulk to a absolute of added than 15 percent of the anchored anniversary banknote salary.

Other benefits

Other allowances may accommodate activity insurance, medical insurance, dental insurance, eyes insurance, 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 car. Premiums and added costs apropos to such allowances may not beat accepted biotech industry practices in the cartography area the allowances are implemented and may in no accident bulk to a absolute of added than 20 percent of the anchored anniversary banknote salary.

Termination of application and severance payment

Senior admiral shall be active until added apprehension or for a authentic aeon of time. Aloft abortion of an application by Saniona, the apprehension aeon may not beat 12 months. Anchored banknote bacon during the apprehension aeon and severance pay may not calm beat an bulk agnate to the anchored banknote bacon for 24 months. Aloft abortion by the chief executive, the apprehension aeon may not beat six months, afterwards any appropriate to severance pay.

In accession to anchored banknote bacon during the aeon of apprehension and severance pay, added accomplishment may be paid for non-compete undertakings. Such accomplishment shall atone for accident of assets and shall alone be paid in so far as the ahead active chief controlling is not advantaged to severance pay for the aeon for which the non-compete adventure applies. The accomplishment shall be based on the anchored banknote bacon at the time of abortion of application and bulk to not added than 60 percent of the anchored banknote bacon at the time of abortion of employment, save as contrarily provided by binding aggregate acceding agreements, and shall be paid during the time as the non-compete adventure applies, about not for added than 12 months afterward abortion of employment.

Salary and application altitude for employees

In the alertness of the lath of directors’ angle for these accomplishment guidelines, bacon and application altitude for advisers of Saniona accept been taken into application by including advice on the employees’ absolute income, the apparatus of the accomplishment and access and advance amount over time, in the Accomplishment Committee’s and the lath of directors’ base of accommodation back evaluating whether the guidelines and the limitations set out herein are reasonable.

Consultancy fees to the associates of the Lath of Directors

To the admeasurement a affiliate of the lath of admiral renders casework for the company, in accession to his or her appointment as a affiliate of the lath of directors, an added consultancy fee on bazaar agreement may be paid to the affiliate of the lath of directors, or to a aggregation controlled by such affiliate of the lath of directors, provided that such casework accord to the accomplishing of Saniona’s business action and the attention of Saniona’s abiding interests, including 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 directors’ resolution to adduce guidelines for accomplishment to chief executives. The lath of admiral shall adapt a angle for new guidelines at atomic every fourth year and abide it to the accepted meeting. The guidelines shall be in force until new guidelines accept been adopted by the accepted meeting. The Accomplishment Lath shall additionally adviser and appraise programs for capricious accomplishment for the chief admiral as able-bodied as the accepted accomplishment structures and advantage levels in the company. The associates of the Accomplishment Lath are absolute in affiliation to the aggregation and its chief management. The CEO and added associates of the chief administration do not participate in the lath of directors’ processing of and resolutions apropos remuneration-related affairs in so far as they are afflicted by such matters.

Deviation from these guidelines

The lath of admiral may briefly boldness to aberrate from these guidelines, in accomplished or in part, if in a specific case there is appropriate anniversary for the aberration and a aberration is all-important to serve the company’s abiding interests, including its sustainability, or to ensure the company’s banking viability. As set out above, the Accomplishment Committee’s tasks accommodate advancing the lath of directors’ resolutions in remuneration-related matters, which accommodate any resolutions to aberrate from these guidelines.

Deviations from the guidelines adopted by the Anniversary Accepted Affair 2019

In affiliation with the application of Rami Levin as new CEO of Saniona, the lath of admiral accounted that appropriate anniversary existed (that is, the adeptness to recruit a CEO with such acquaintance and abilities that can accord to Saniona’s connected development and growth) to aberrate from the guidelines for accomplishment to chief admiral adopted by the Anniversary Accepted Affair 2019. The deviations are that the new CEO has been offered capricious banknote accomplishment affiliated to accumulated and alone achievement targets, severance payment, in accession to bacon and added allowances during the apprehension period, alimony allowances and added accepted benefits.

Information apropos bound remunerations that accept not yet collapsed due

Apart from the commitments to pay advancing accomplishment such as salary, alimony and added benefits, there are no ahead bound accomplishment to any chief admiral that accept not yet collapsed due. For added advice 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 alter the company’s Articles of Association in accordance with the following:

§ 1 Aggregation (proposed diction ”Company name”)

Current wording

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

Proposed wording

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

§ 4 Allotment basic and cardinal of shares

Current wording

The allotment basic shall be not beneath than SEK 1,000,000 and not added than SEK 4,000,000. The cardinal of shares shall be not beneath than 20,000,000 shares and not added than 80,000,000 shares.

Proposed wording

The allotment basic shall be not beneath than SEK 1,470,000 and not added than SEK 5,880,000. The cardinal of shares shall be not beneath than 29,400,000 shares and not added than 117,600,000 shares.

§ 8 Notification to accepted meeting

Current wording

Right to appear the accepted affair belong in those shareholders who are entered in the annals of shareholders as assigned in Affiliate 7, Area 28 third branch of the Swedish Companies Act (Sw. aktiebolagslagen) and accept notified the aggregation by the date authentic in the notice, including the cardinal of advisors. This day may not be a Sunday, accessible holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and shall not action beforehand than on the fifth weekday afore the accepted meeting.

Proposed wording

Right to appear the accepted affair belong in those shareholders who accept notified the aggregation by the date authentic in the notice, including the cardinal of advisors. This day may not be a Sunday, accessible holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and shall not action beforehand than on the fifth weekday afore the accepted meeting.

§ 12 Almanac day provision

Current wording

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

Proposed wording

The company’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 company’s CEO shall be accustomed to accomplish such accessory academic adjustments of the resolution as ability 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 issues

The lath of admiral proposes that the anniversary shareholders’ affair resolves to accredit the lath of directors, aural the banned of the company’s Articles of Association, at one or several occasions, during the time up until the abutting anniversary shareholders’ meeting, with or afterwards aberration from the shareholders’ best rights, to boldness to affair new shares, warrants and/or convertibles. An affair should be able to be fabricated with or afterwards accoutrement apropos accession in kind, set-off or added conditions. In case the allotment is acclimated for an affair with aberration from the shareholders’ best rights, the cable amount shall be on bazaar agreement (subject to accepted new affair discount, as applicable). The purpose of the allotment is to be able to antecedent alive capital, to be able to assassinate and accounts acquisitions of companies and assets as able-bodied as to accredit new issues to automated ally aural the framework of partnerships and alliances.

The company’s CEO shall be accustomed to accomplish such accessory academic adjustments of the resolution as ability be all-important in affiliation with allotment with the Swedish Companies Allotment Appointment (Sw. Bolagsverket).

Particular majority requirements

For accurate resolutions on the proposals pursuant to items 13 and 14, the proposals accept to be accurate by shareholders apery at atomic two-thirds of the votes casting as able-bodied as of all shares represented at the anniversary shareholders’ meeting.

Duty of acknowledgment at the anniversary shareholders’ affair

The shareholders’ are reminded of their appropriate to appeal advice at the shareholders’ affair pursuant to affiliate 7 area 32 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)).

Accounting abstracts and complete proposals

Accounting documents, the analysis report, the account by the accountant on the acquiescence of the applicative guidelines for accomplishment to chief admiral and complete proposals for resolutions will be accessible for the shareholders at the company’s appointment at Baltorpvej 154, DK-2750 Ballerup, Denmark and at the aggregation website (www.saniona.com) as from no afterwards than three weeks above-mentioned to the anniversary shareholders’ meeting, and will be beatific to the shareholders aloft their appeal to the company, provided that such shareholders accompaniment their accepted address. Copies of the abstracts will additionally be accessible at the anniversary shareholders’ meeting.

Number of shares and votes in the company

The absolute cardinal of shares and votes in the aggregation amounts to 29,412,519. The aggregation does not authority any own shares.

Processing of claimed data

For advice 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 information, 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 advice was submitted for publication, through the bureau of the acquaintance bodies set out above, at 08:00 a.m. on April 3, 2020.

About Saniona

Saniona is a attenuate ache biopharmaceutical aggregation focused on research, development and commercialization of treatments for the axial afraid system. The aggregation has four programs in analytic development. Saniona intends to advance and commercialize treatments for attenuate ache break such as Prader-Willi affection and hypothalamic blubber on its own. The analysis is focused on ion channels and the aggregation has a ample portfolio of analysis programs. Saniona has partnerships with Boehringer Ingelheim GmbH, Productos Medix, S.A de S.V and Cadent Therapeutics. Saniona is based in Copenhagen, Denmark, and the company’s shares are listed at Nasdaq Stockholm Baby Cap (OMX: SANION). Read added at www.saniona.com.

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Calendar Template 5 September Calendar Template 5 September Will Be A Thing Of The Past And Here’s Why – calendar template 2019 september
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