The Nomination Committee’s proposal to the Annual General Meeting 2024
STOCKHOLM, February 19th, 2024. Moberg Pharma AB (OMX: MOB) announces that the company’s Nomination Committee has decided to present the following proposal to the Annual General Meeting 2024.
The Nomination Committee
The Nomination Committee consists of the Chairman Gillis Cullin representing Östersjöstiftelsen and the members Ida Marie Lindberg, representing Kjelsmark Holding and Kerstin Valinder Strinnholm, Chairman of the Board of Directors in the Company.
Chairman of the Annual General Meeting
The Nomination Committee proposes that Kerstin Valinder Strinnholm is elected as Chairman of the Annual General Meeting of shareholders 2024.
Election of Directors and Chairman of the Board and Auditor, and fees payable to such
The Nomination Committee proposes that the Board of Directors shall consist of four (4) persons and no deputies.
The Nomination Committee proposes re-election of Kerstin Valinder Strinnholm as Chairman of the Board, re-election of Håkan Wallin and Nikolaj Sørensen as Board Directors, and election of Jonas Ekblom as new Board Director for a term extending until and including next year's annual general meeting. After two years in the board, Anders Lundmark is not available for re-election. Anders Lundmark will continue to support Moberg Pharma in his role as one of the company's major shareholders. Furthermore, Kerstin Valinder Strinnholm has announced her intention to retire in connection with the annual general meeting in 2025, and the nominating committee's intention is to facilitate a smooth transition whereby Jonas Ekblom is elected as a new member at the annual general meeting in 2024 with the intention from the nominating committee to propose Jonas Ekblom for election as chairman of the board one year later, at the annual general meeting in 2025. In the evaluation process for new candidates, the Nomination Committee had a particular focus on diversity and creating gender balance over time.
Jonas Ekblom has worked for three decades in research and development of pharmaceuticals and medtech products. Jonas has held board and management positions in public and privately held life science companies in Sweden, Switzerland and the USA. He has served as CEO of BOWS Pharmaceuticals SA, Pergamum AB and Promore Pharma AB. Today, Jonas is chairman of the board of CombiGene AB and Oblique Therapeutics AB, and is a board director of Emplicure AB. Jonas was born in 1965 and has a bachelor's degree in chemistry from Stockholm University, a doctorate in medical sciences from Uppsala University and a postdoctoral education from the University of Southern California in Los Angeles, USA. Since 1996, Jonas is associate professor in pharmacology at Uppsala University. He is independent in relation to the Company, the company’s management and major shareholders. Jonas does not hold any financial instruments in the Company.
The Nomination Committee proposes that an aggregate fee of SEK 970,000 shall be paid to the Board Directors, of which SEK 400,000 to the Chairman and SEK 190,000 for all other Board Directors elected by the Annual General Meeting.
The Nomination Committee proposes, in accordance with the Board of Directors recommendation, re-election of Ernst & Young as Company Auditors, with Jens Bertling as responsible Auditor for a period until the end of the next Annual General Meeting.
The Nomination Committee proposes that fees to the Auditor, for a period until the end of the next Annual General Meeting, are to be paid as per approved invoice.
The Nomination Committees proposal for principles establishing the Nomination Committee and its work
The Nomination Committee proposes that the Annual General Meeting assigns a Nomination Committee according to the following principles. The Annual General Meeting assigns the Chairman of the Board of Directors to contact the two largest shareholders in term of votes or owner groups (hereby referred to both directly-registered shareholders and nominee-registered shareholders), according to a transcript of the share register maintained by Euroclear Sweden AB as per September 30, 2024, each appointing a representative to, besides the Chairman of the Board of Directors, constitute the Nomination Committee for the period until a new Nomination Committee is appointed by mandate from the next Annual General Meeting.
If any of the two largest shareholders or owner groups declines to elect a representative, the third largest shareholder or owner group will be asked, and so on, until the Nomination Committee consists of four members. The majority of the members of the Nomination Committee are to be independent of the Company and its executive management. At least one member of the Nomination Committee is to be independent of the Company´s largest shareholder in term of votes, or any group of shareholders that act in concert in the governance of the Company. Neither the Chief Executive Officer nor other members of the executive management are to be members of the Nomination Committee. Board members may be members of the Nomination Committee but may not constitute a majority thereof. If more than one Board member is on the Nomination Committee, no more than one of these may be dependent of a major shareholder in the Company. The Nomination Committee appoints Chairman within the Committee. Neither the Chairman of the Board of Directors nor any other Board member may be Chairman of the Nomination Committee. The names of the members of the Nomination Committee shall be announced no later than six months prior to the 2025 Annual General Meeting. In the event that one of the members of the Nomination Committee resigns before the Committee´s work is completed and if the Nomination Committee is of the opinion that there is a need to replace the member, the Nomination Committee shall as soon as possible appoint a new member according to the principles above based on a transcript of the share register maintained by Euroclear Sweden AB. A change in the composition of the Nomination Committee shall be announced immediately. No fees shall be paid to the members of the Nomination Committee for their work in the Nomination Committee.
The Nomination Committee shall submit proposals on the following issues for resolution by the 2025 Annual General Meeting:
a) Proposal for Chairman of the Meeting
b) Proposal for the Board of Directors
c) Proposal for Chairman of the Board of Directors
d) Proposal for fees to the Board of Directors, with distribution between the Chairman and other Board members
e) Proposal for Company Auditors
f) Proposal for fee to Company Auditors
g) Proposal for principles for establishing the Nomination Committee for the 2026 Annual General Meeting.
For additional information, please contact:
Anna Ljung, CEO, telephone: +46 707 66 60 30, e-mail: anna.ljung@mobergpharma.se
About this information
This information is information that Moberg Pharma AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 8:00 a.m. CET on February 19th 2024.
About Moberg Pharma, www.mobergpharma.com
Moberg Pharma AB (publ) is a Swedish pharmaceutical company focused on commercializing proprietary innovations based on drug delivery of proven compounds. The Company’s asset, MOB-015, is a novel topical treatment for onychomycosis. MOB-015 is recommended for national approval in 13 European countries and is launched in Sweden under the brand name Terclara®. Data from phase 3 clinical trials in more than 800 patients for MOB-015 indicate that the product has the potential to become the future market leader in onychomycosis. Moberg Pharma has agreements with commercial partners in place in various regions including Europe and Canada. Moberg Pharma is headquartered in Stockholm and the Company’s shares are listed on the Small Cap list of the Nasdaq Stockholm (OMX: MOB).
