In connection with the work of the Nomination Committee the largest shareholders
of Diamyd Medical, Anders Essen-Möller, Bertil Lindkvist and Östersjöstiftelsen,
have also discussed the future business and strategy of the Company. This has
led to the following proposals.
Proposal to redeem shares for repayment to the shareholders
It is planned to offer the shareholders the opportunity to redeem every third
share (irrespective of class of shares) against a cash payment of SEK 12 per
share. This way MSEK 118.3 will be repaid to the shareholders. The proposal will
be put forward at an Extraordinary General Meeting planned to be held in the
second half of January 2013.
At that Extraordinary General Meeting it will also be proposed to resolve the
Statutory reserve, currently MSEK 96.6 according to the balance sheet to be
presented at the Annual General Meeting, into Non-restricted equity. This, in
combination with other measures to restructure the capital of the group, creates
preconditions for additional repayment to the shareholders in connection with
the 2013 Annual General Meeting.
Proposals for Board of Directors etc.
The following proposals will be put forward at the Annual General Meeting on
December 6, 2012:
Election of Board of Directors and Remuneration
Re-election of Anders Essen-Möller and Maria-Teresa Essen-Möller and the
election of new Board members Erik Nerpin and Jonas Jendi. Lars Jonsson, Joseph
Janes and Christer Lindberg have declined re-election. Anders Essen-Möller is
proposed to be re-elected as Chairman of the Board.
Anders Essen-Möller is proposed to receive a total annual compensation of SEK
600,000 (SEK 1,140,000) as working Chairman of the Board. The other Board
members are proposed to receive an annual remuneration of SEK 125,000 each. The
total compensation to the Board thus amounts to SEK 975,000 and includes
remuneration for work on the audit committee, if one is appointed.
Erik Nerpin, born in 1961, is an attorney and partner at Kilpatrick Townsend in
Stockholm.
Jonas Jendi, born in 1970, M.Sc. Economics & Business Administration, has spent
the last 10 years managing the company Cogmed. Cogmed is based on research from
the Karolinska Institute and was acquired by Pearson in 2010.
Election of Auditor and Remuneration
Re-election of Öhrlings PricewaterhouseCoopers AB. Principal auditor is the
authorized accountant Eva Blom. It is proposed that the auditors should receive
remuneration according to approved account.
Chairman of the Meeting
Attorney Erik Nerpin is proposed to be elected Chairman of the Annual General
Meeting.
Principles for the appointment of Nomination Committee for the 2013 Annual
General Meeting
The Nomination Committee for the 2013 Annual General Meeting is proposed to be
appointed in essentially the same way that was approved at the 2011 Annual
General Meeting held on December 7, i.e. as follows. The Nomination Committee
shall be composed of representatives of the three largest shareholders in the
Company in terms of the number of votes and the Chairman of the Board of
Directors (issuing the call). The identity of the members of the Nomination
Committee must be made public not later than six months prior to the 2013 Annual
General Meeting. If the ownership structure changes substantially before
completion of the Nomination Committee's work, the composition of the Nomination
Committee may be changed. If a member leaves the Nomination Committee before its
work is complete, the other members shall designate a replacement. The
Nomination Committee will prepare proposals for the following decisions at the
2013 Annual General Meeting: (i) election of the Chairman of the Annual General
Meeting, (ii) election of Board members and the Chairman of the Board of
Directors, (iii) Directors' remuneration, (iv) election of the Company's
auditors, (v) remuneration to the Company's auditors, and (vi) rules for the
nomination process for the 2014 Annual General Meeting.
For more information, please contact:
Peter Zerhouni, President and CEO Diamyd Medical AB
Phone: +46 8 661 00 26. E-mail: press@diamyd.com
About Diamyd Medical
Diamyd Medical was founded in 1996 and is active in the field of pharmaceutical
development. Diamyd Medical is headquartered in Stockholm, Sweden. The Company’s
development project consists of the protein GAD65 for the treatment and
prevention of autoimmune diabetes. A Swedish researcher-initiated Phase II study
is ongoing to evaluate whether GAD65 can prevent type 1 diabetes in children who
are at high risk of developing the disease.
Diamyd Medical also has holdings in the gene therapy company Periphagen,
Holdings Inc. (USA), the vaccine company Protein Sciences Corporation (USA) and
the diagnostics company Mercodia AB (Sweden).
Diamyd shares are listed on Nasdaq OMX (segment Small Cap) in Stockholm (ticker:
DIAM B) and on OTCQX in the US (ticker: DMYDY) administered by the Pink OTC
Markets and the Bank of New York Mellon (PAL). Further information is available
on the Company’s website: www.diamyd.com.
This information is disclosed in accordance with the Swedish Securities Markets
Act, the Swedish Financial Instruments Trading Act, or the requirements stated
in the listing agreements.
Diamyd Medical AB (publ)
Karlavägen 108, SE-115 26 Stockholm, Sweden. Phone: +46 8 661 00 26, Fax: +46 8
661 63 68
E-mail: info@diamyd.com. Reg. no: 556530-1420
