Announcement no. 5/2008
To the OMX Nordic Exchange Copenhagen
Copenhagen, April 7, 2008
NOTICE
convening the Annual General Meeting of Curalogic A/S
(CVR reg. no. 27 97 06 05)
Monday April 21, 2008 at 2.00 pm (CET)
The shareholders of Curalogic A/S, CVR no. 27970605, are summoned to the Annual
General Meeting to be held Monday 21 April, 2008, at 2.00 pm (CET) at FUHU
Conference Center, Fiolstræde 44, 1171 Copenhagen K, Denmark.
AGENDA
The Board of Directors' report on the activities of the Company during the year
and the Company's strategy.
Presentation and adoption of the audited Annual Report and granting discharge of
liability for the Board of Directors and the Management Board.
Distribution of profit or covering of losses in accordance with the annual
report adopted by the general meeting.
Appointment of members of the Board of Directors.
All board members elected by the Annual General Meeting are up for election. The
Board of Directors proposes re-election of the following existing board members
elected by the Annual General Meeting: Jakob Schmidt, Christian K. Hansen,
Pamela J. Kirby, Alf A. Lindberg and Carl Spana.
Appointment of auditor.
The Board of Directors proposes re-election of Deloitte Statsautoriseret
Revisionsaktieselskab.
Any proposals from the Board of Directors or the shareholders.
The Board of Directors' proposal concerning adaptation of general guidelines for
incentive pay to the Board of Directors and the Management Board.
The Board of Directors' proposal of authorisation to purchase own shares.
The Board of Directors' proposal of authorisation to issue new shares.
The Board of Directors' proposal of authorisation to issue warrants.
Authorisation of the chairman of the Annual General Meeting.
Any other business.
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Regarding agenda item 6:
i) The Board of Directors' proposal concerning adaptation of guidelines for
incentive pay
The Board of Directors proposes that the Annual General Meeting adopts general
guidelines for incentive pay to the Board of Directors and the Management Board
of Curalogic A/S.
ii) The Board of Directors' proposal of authorisation to purchase own shares
The Board of Directors proposes that the Annual General Meeting authorises the
Board of Directors, through to the Company's next Annual General Meeting, to let
the Company purchase own shares within a total nominal value of 10% of the
Company's share capital, cf. section 48 of the Danish Companies Act. The
purchase price for the shares in question may not differ more than 10% from the
share value noted at the time of purchase (all trades) of the shares on the OMX
Nordic Exchange Copenhagen.
iii) The Board of Directors' proposal of authorisation to issue new shares
The Board of Directors proposes that the Annual General Meeting, through to 21
April 2013, authorises the Board of Directors to increase the Company's share
capital in one or more issues, by a nominal value of up to DKK 2,821,440 by
issuance of new shares ranking pari passu with the Company's existing share
capital. The increase can be effected by cash payment and/or in other ways. If
subscription is effected at market value the Board of Directors can decide that
the capital increase is effected without preferential right of subscription for
the Company's existing shareholders. The provisions of the capital increase are
to be specified by the Board of Directors.
iv) The Board of Directors' proposal of authorisation to issue warrants
The Board of Directors proposes that the Annual General Meeting extends the
existing authorisation by 1,000,000 warrants (equivalent to a nominal value of
DKK 500,000). After issuing of 1,103,000 warrants in the accounting year 2007,
145,000 warrants remains. Thus, the Board of Directors proposes that the Annual
General Meeting authorises the Board of Directors, through to 31 March 2010 to
issue 1,145,000 warrants in one or more issues (equivalent to a nominal value of
DKK 572,500).
v) Proposal from the Board of Directors to authorise the chairman of the Annual
General Meeting
The Board of Directors proposes that the Annual General Meeting authorises the
chairman of the Annual General Meeting to file the changes adopted and make such
amendments to the documents submitted to the Danish Commerce and Companies
Agency which the Danish Commerce and Companies Agency, might request or find
appropriate in order to register the changes adopted by the Annual General
Meeting.
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The Company's share capital is nominally DKK 28,214,408 divided into shares of
DKK 0.50 each or multiples thereof. Each nominal shareholding of DKK 0.50
carries one vote. Shareholders entitled to admission who have entered their
names in the register of shareholders or have registered and documented the
acquisition have the right to vote. Shareholders who have acquired their shares
by way of transfer do not have the right to vote on the Annual General Meeting
if the shares are not entered in the register of shareholders unless the
shareholder has registered and documented the acquisition before the publication
of the notice, cf. section 9.1 of the Articles of Association.
For adoption of the proposals regarding agenda item 6(iii) and 6(iv) at least
two thirds of the votes cast as well as of the share capital represented at the
Annual General Meeting shall vote in favour of the proposals, cf. the Danish
Companies Act. For adoption of the proposals regarding agenda items 2-5 and
items 6 (i), 6(ii) and 6(v), a simple majority must be in favour of the
proposals, cf. section 10.1. of the Articles of Association.
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No later than 8 days prior to the Annual General Meeting the agenda, the
complete proposals, and the annual report for 2007, will be made available at
the offices of Curalogic A/S and the annual report for 2007 will be sent to all
registered shareholders. The complete proposals and the annual report for 2007,
is also available at the website of Curalogic A/S www.curalogic.com under
“Investor Relations.”
It is a prerequisite for access to and the exercising of voting rights at the
Annual General Meeting, that the shareholder has received an admission card no
later than 5 days prior to the Annual General Meeting. Shareholders that cannot
attend the Annual General Meeting can exercise their rights by proxy to the
Board of Directors or to a person appointed by the shareholder who attends the
Annual General Meeting. An authorisation form for voting is available at VP
Investor Services A/S or Curalogic A/S. Dividend on shares is paid out via the
Danish Securities Centre to the shareholders' accounts with the respective
account holding institutions through which the financial rights are being
exercised, cf. section 73, subsection 5, second sentence of the Danish Companies
Act.
The Board of Directors of Curalogic A/S
The Annual General Meeting will be announced in the Danish newspaper Berlingske
Tidende April 8, 2008.
For additional information, please contact:
Peter Moldt, President and CEO, Phone +45 99 99 24 01
Helle Busck Fensvig, EVP and CFO, Phone +45 99 99 24 03
About Curalogic
Curalogic is a Danish biopharmaceutical company listed on the OMX Nordic
Exchange Copenhagen (CUR.CO) as a SmallCap+ company. Curalogic has ample cash
resources and has demonstrated its ability to conduct complex clinical studies
with a small group of development experts. Curalogic has initiated a search
process to identify development projects offering an attractive risk profile.
Curalogic expects to conclude an agreement during 2008 that will secure future
clinical development projects for the Company.
This announcement contains forward-looking statements regarding the Company's
future financial development and performance and other statements which are not
historical facts. Such statements are made on the basis of assumptions and
expectations which, to the best of the Company's knowledge and belief, are
reasonable, at this time, but may prove to be erroneous in the future.
Appendix 6(i) to Proposals for the Annual General Meeting in Curalogic A/S
General guidelines for incentive pay to the Board of Directors and the
Management Board
(April 2008)
1. General guidelines for incentive pay
These guidelines apply to incentive pay
to the Board of Directors and the Management Board of Curalogic A/S.
The guidelines form part of Curalogic's general remuneration policy reflecting
the objective of remunerating the company's management in accordance with good
corporate governance with a view to creating consistent and long-term
shareholder value. The guidelines define the framework for the maximum incentive
pay to the Board of Directors and the Management Board and the framework for an
appropriate distribution between fixed pay and incentive pay.
Curalogic's Board of Directors, Management Board and employees may receive
incentive pay. Curalogic has decided to include the Board of Directors in its
share-based incentive program to permit Curalogic to offer a remuneration
package at international level within its industry, thereby enabling the company
to recruit Board Members with the required competences.
The actual amount of remuneration paid to Curalogic's Board of Directors and
Management Board in any financial year is disclosed in the company's annual
report for the year. The information is also posted on the company's website.
2. Remuneration of the Board of Directors
Members of the Board of Directors of
Curalogic receive a fixed fee. They are also covered by the company's
share-based incentive program. A general description of the program is found in
section 4 below.
The fixed fee to members of the Board of Directors is approved
by the shareholders in the general meeting upon recommendation of the Board of
Directors. The recommended fee is fixed at a level conforming to market
standards for relevant, comparable companies and reflecting the skills and work
required of the Board Members, taking into account the company's size,
complexity, the scope of the work and the number of board meetings. It is
recommended that the chairman of the Board of Directors is paid a double basic
fee. Members of committees under the Board of Directors do not receive any
committee fees.
In each financial year, members of the Board of Directors may, subject to
shareholder approval, receive a grant of warrants under the company's
share-based incentive program, see the description in section 4 below. Proposed
warrant grants to the Board of Directors are based on an assessment of retention
and incentive components of the total number of warrants granted to the members
of the Board of Directors. In any year in which the Board of Directors are
granted warrants, all members must receive the same number of warrants, except
for the chairman who is eligible for double the number of warrants. In any
financial year, the present value of the warrants at the date of grant may not
exceed 100% of the basic fee for the preceding financial year. The present value
of warrants at the date of grant is determined using the Black-Scholes model and
based on assumptions similar to those applied in the company's annual report for
the preceding financial year.
3. Remuneration of the Management Board
The “Management Board” comprises the
managing director registered with the Danish Commerce and Companies Agency. The
Management Board is employed on a contractual basis. The remuneration of the
Management Board is based on a wish to ensure the company's continued ability to
attract and retain the best qualified management board members. The Board of
Directors determines all aspects of the remuneration of the Management Board,
including severance terms, within the framework of the company's remuneration
policy and these guidelines.
The components of the aggregate remuneration of
the Management Board are based on market practice and the company's specific
needs. In connection with the annual review of the remuneration of the
Management Board, developments in market practice are systematically assessed.
The remuneration of the Management Board may comprise fixed salary,
performance-based cash bonus as well as share-based incentive pay.
The overall
level of the fixed pay is determined based on the market level, taking into
account e.g. the company's size, complexity and the direction of the company's
future development.
The amount of the performance-based cash bonus depends on the degree to which
the operational and financial benchmarks for the company, as defined each year
by the Board of Directors, have been fulfilled. The annual benchmarks are
defined based on a wish to achieve short-term and long-term value creation.
Performance-based cash bonus in any financial year represents a maximum of 40%
of the agreed fixed annual pay for the financial year in question.
In any financial year, the Management Board may receive a grant of warrants
under the company's share-based incentive program, see the description in
section 4 below. Warrant grants to the Management Board are based on an
assessment of retention and incentive elements of the total number of warrants
granted to the Management Board. In any financial year, the present value of
warrants at the date of grant may not exceed 75% of the agreed fixed annual pay
for the financial year in question. The present value of warrants at the date of
grant is determined using the Black-Scholes model and based on assumptions
similar to those applied in the company's annual report for the preceding
financial year.
4. Share-based incentive program
Curalogic has set up a share-based incentive
program with the primary purpose of attracting and retaining the best qualified
employees, Board Members and advisors. When designing the incentive program, the
company considered it important that the program should represent a strong
incentive component, and that the interests of shareholders and warrant holders
should be aligned.
The following principal terms will apply to warrants issued in the future:
The grant of warrants is made free of charge.
The exercise price will be above the average market price of the company's
shares over a predefined period up to the date of grant. The exercise price can
be made subject to an annual hurdle rate until the date of exercise.
Warrants are vested on a straight-line basis.
Vesting of warrants is subject to continuing employment with the company, except
in good-leaver situations in which warrants are vested as agreed originally.
Warrants vested may be exercised during a period of up to six years from the
date of grant.
The company issues new shares upon exercise of warrants.
Warrants granted to the Management Board are subject to taxation under section
7H of the Danish Tax Assessment Act, and the associated costs are therefore
non-deductible for Curalogic. In respect of warrants granted to the company's
Board of Directors, associated costs are deductible for the company.
The value of warrants following the grant will depend on different factors,
including share price performance. The company's annual report will set out the
estimated present value at the balance sheet date of warrants issued under the
share-based incentive program. The calculation is made in accordance with the
International Financial Reporting Standards (IFRS).
5. Approval, publication and updating
These guidelines for incentive pay have
been approved by Curalogic's Board of Directors and will be presented for
approval at the company's annual general meeting to be held on 21 April 2008.
When approved, the guidelines will be posted on the company's website.
The Board of Directors may make amendments to the guidelines. The amended
guidelines must be presented to the shareholders for new approval. The
Remuneration Committee under the Board of Directors monitors any developments in
the company's pay and incentive pay, including the remuneration of the
Management Board. The committee notifies all members of the Board of Directors
and prepares any remuneration issues to be considered by the Board of Directors.
