The shareholders of Oasmia Pharmaceutical AB (publ), 556332-6676, are invited to participate in the Annual General Meeting to be held on Friday, September 30, 2011 at 2 p.m. at Vallongatan 1, SE-752 28 Uppsala, Sweden. The registration will start at 1.30 p.m.
Registration and notification
Shareholders who wish to participate in the Annual General Meeting must be recorded in the share register kept by Euroclear Sweden AB on Saturday, September 24, 2011, and give notice of intent to participate to the company not later than 4 p.m. on Monday, September 26, 2011 by letter to Oasmia Pharmaceutical AB, Vallongatan 1, SE-752 28 Uppsala, Sweden, by fax: +46 18 51 08 73 or by e-mail: info@oasmia.com. Shareholders may bring one or two assistants to the Meeting, but only if the shareholder has notified the company according to the previous section. Shareholders that have their shares registered in the name of a nominee must, in addition to giving notice of participation in the Meeting, temporarily be recorded in the share register in their own names (so called voting-rights registration) to be able to participate in the General Meeting. Such registration must be effectuated on Saturday, September 24, 2011. Shareholders represented by an Agent shall to the Agent issue a written, dated proxy and shall submit the proxy to the company prior to the Annual General Meeting. Proxy forms are available on the company website, www.oasmia.com.
Agenda
1. Opening of the Meeting
2. Election of Chairman of the Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two minutes-checkers.
6. Determination as to whether the Meeting has been properly convened.
7. Presentation of the Annual Report and the Consolidated Accounts as well as the Audit Report and the Audit Report for the Group.
8. Speech by the President
9. Resolution on a) adoption of the Income Statement and the Balance Sheet as well as the Consolidated Income Statement and the Consolidated Balance Sheet b) dispositions in respect of the company’s profit/loss pursuant to the adopted Balance Sheet c) discharge from liability of the Directors and the President.
10. Determination of the number of Directors
11. Determination of fee to the Board of Directors and the Auditors.
12. Election of Board of Directors and Chairman of the Board of Directors.
13. Decision on the Nomination Committee prior to the 2012 Annual General Meeting.
14. The Board’s proposal for resolution on remuneration guidelines for the President and other persons in the company management.
15. The Board’s proposal for resolution on amendment of the Articles of Association
16. The Board’s proposal for the authorization of a share issue
17. Any other business arising at the Meeting in accordance with the Companies Act (2005:551) or the Articles of Association
18. Closing of the Meeting.
PROPOSALS FOR DECISION
The nomination committee proposes as follows
Item 2 Mikael Smedeby proposes as Chairman of the Meeting. Item 10 Six members. Item 11 Board member who is not established in the company shall receive payment of SEK 250 000 per year. The Board fee may, following a special agreement with Oasmia Pharmaceutical AB, be invoiced by the company that is wholly-owned by the member. If this takes place, the invoiced fee shall be increased by an amount corresponding to social charges and VAT. Payment shall be made to the auditors according to the bill. Item 12 Re-election of Bo Cederstrand and Julian Aleksov. New election of Joel Citron, Martin Nicklasson, Jan Lundberg and Prof. Dr. Horst Domdey. Joel Citron proposes as Chairman of the Board of Directors. Item 13 The Nomination Committee proposes a Nomination Committee process prior to the 2012 Annual General Meeting shall be appointed as follows. One member shall represent the largest shareholders. One member shall be independent from the largest shareholders and independent from the company management and the Board of Directors. One member shall be the Chairman of the Board of Directors. The Nomination Committee’s mandate period shall last until a new Nomination Committee has been appointed. If a member leaves the Nomination Committee before the assignment has been completed, other members shall appoint a replacement.
The Board of Directors proposes as follows
Proposal for resolution on remuneration guidelines for the President and other persons in the company management (Item 14).
The Board of Directors proposes the following guidelines that are intended to apply as of the 2011 Annual General Meeting until the 2012 Annual General Meeting:
Pay and other benefits
Remuneration to the President and other people in the company management shall consist of fixed salary. Over and above fixed salary, no other remuneration or benefits shall be paid and no pension allocations shall be made.
Period of notice and severance pay
In the event of termination on the part of the company, the period of notice for the President shall be no more than 24 months. In the event of termination on the part of the President, the period of notice shall be no more than six months. For other people in the company management, the period of notice shall normally be six months if the termination is on the initiative of the company, and three months if the termination is on the initiative of the post holder. No special severance pay shall be paid.
Incentive programme
A decision regarding any shares and share price-related incentive programme aimed at people in the company management shall be made by the General Meeting.
Remuneration committee
The Board has not established a remuneration committee. The Board considers that it is capable itself of fulfilling the function that would otherwise have been incumbent upon a remuneration committee. The more detailed principles for salary payment for the President and other people in the company management shall be found in a policy established by the Board.
Deviation in individual cases
The Board shall be entitled to deviate from these guidelines if there are special grounds in an individual case. If such a deviation is made, information on this and the reason for the deviation shall be reported at the next Annual General Meeting.
Proposal for resolution on amendment of the Articles of Association (Item 15)
§ 8 Notice
Current wording
Notice of Annual General Meeting must be listed in the Swedish Official Gazette (Post- och Inrikes Tidningar) and in Dagens Nyheter. Notice to the Annual General Meeting must be made at the earliest six and at the latest four weeks before the Meeting. Notice to Extraordinary General Meeting must be made at the earliest six and at the latest two weeks before the Meeting. If there is to be a decision about modifying the Articles of Association at the Meeting, notice must be made at the earliest six and at the latest four weeks before the Meeting.
Shareholders who wish to participate in the negotiations at the Meeting must be listed in printouts or other representations of the entire share register concerning the circumstances five weekdays before the Meeting and must notify the company by 4 p.m. the day stated in the notice of the Meeting at the latest. The last day may not be a Sunday, other public holiday, Saturday, Midsummers Eve, Christmas Eve or New Year's Eve, and not be earlier than the fifth weekday before the Meeting.
Shareholders may bring one or two assistants to the Meeting, but only if the shareholder has notified the company according to the previous section.
Proposed amended wording
Notice convening a General Meeting shall be issued through announcement in the Swedish Official Gazette as well as at the company’s website. Announcement to the effect that notice convening a General Meeting has been issued shall be made in Dagens Nyheter.
Shareholders who wish to participate in the negotiations at the General Meeting must be listed in printouts or other representations of the entire share register concerning the circumstances five weekdays before the General Meeting and shall notify the company not later than the day stated in the notice convening the Meeting, stating the number of assistants.
Proposal for the authorization of a share issue (Item 16)
The Board proposes the General Meeting to authorize the Board on one or more occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders’ preferential right, to make a decision regarding a new share issue on cash payment and/or with a provision regarding in kind or offset or otherwise with terms in accordance with Chap. 13, Sect. 7 of the Companies Act, and also an issue of convertibles on cash payment and/or with a provision regarding in kind or offset or otherwise with terms in accordance with Chap. 15, Sect. 5 of the Companies Act. In the event of a deviation from the preferential right, the new shares and convertibles shall be issued at an amount that concurs with the share price at the time of implementing the new share issue, after a deduction of any market-related discount that the Board deems to be required.
The reason for the authorization is to facilitate the procurement of operating capital. The reason for deviating from the shareholders’ preferential right is to broaden the ownership group. The total number of shares that it shall be possible to issue with the support of the authorization must not exceed 15 000 000. The total number of convertibles that it shall be possible to issue with the support of the authorization must not exceed more convertibles than entitle conversion to 15 000 000 shares. It is also proposed that the Board or the party the Board appoints for the task shall have the right to make the minor changes that may be brought about by the registration thereof with the Swedish Companies Registration Office or Euroclear Sweden AB.
Majority requirements
The Meeting’s resolution regarding item 15 and 16 must, in order to be valid, be supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the meeting.
Documents
The Annual Report and other documents that will be put forward to the Meeting will be available at Oasmia Pharmaceutical AB, Vallongatan 1, Uppsala, Sweden, phone +46 18 50 54 40, as well as on the Company’s website, www.oasmia.com, not later than three weeks prior to the Annual General Meeting and will be sent to shareholders upon request.
Shares and votes
The company’s shares are issued in one series. All shares carrying equal voting rights at the General Meeting. There are in total 52 079 341 shares in the company, accordingly there are in total 52 079 341 votes.
Uppsala August 31st, 2011
The Board of Directors
Maria Lundén, Head of Public Relations, Oasmia Pharmaceutical AB. E-mail: press@oasmia.com Phone: +46 (0) 18 50 54 40. German contacts: Dr. Sönke Knop, Peggy Kropmanns, edicto GmbH, Frankfurt, Germany. E-Mail: oasmia@edicto.de, Phone: +49 (0) 69 90 55 05 51. Information is also available at www.oasmia.com www.nasdaqomxnordic.com www.boerse-frankfurt.de
