Proposal regarding new board members and chairman of the board of Genovis
Genovs AB (publ) announces that Genovis’ nomination committee, proposes three new board members to be elected at the Annual General Meeting on April 17, 2008. According to the proposal, Genovis’ board would consist of six members (instead of earlier five) with no alternates.
The new candidates, whose term of office would run until the close of the next annual general meeting, are Carina Schmidt, Thomas Laurell and Thomas Svensson.
Bo Håkansson and Nicklas Gerhardsson are proposed to be re-elected
Hans Göran Arlock is proposed to be re-elected as chairman of the board.
Viveca Rüter and Sarah Fredriksson have already declared that they will resign from the board. Sarah Fredriksson, CEO of Genovis has served on the Genovis board since 1999 and are resigning as a consequence of the Board of Directors ambition to comply with practices relating to the Swedish Code of Corporate Governance (“the Code”)
Carina Schmidt
Carina Schmidt active as CEO of Athera Biotechnologies has experience from 25 years in industry, mainly in business development, international marketing and product management within the Life Science area. Former management consultant, interim CEO and business advisor to several biotech start-ups. During years 1985 to 2000 she has worked with Pharmacia Biotech/Amersham Biosciences (now GE HealthCare), founded Grasp Bioscience AB in year 2000 and co-founded BioBusiness Partners Scandinavia in year 2006.
Thomas Laurell
Thomas Laurell, professor in Medical and Chemical Microsensors at Lund Institute of Technology. He has more than 25 years of experience in research and development with focus on nanobiomedical and Lab-On-A-Chip technologies. Laurell has a broad industrial network within his research field. He has received several awards for his innovative biomedical research, Erna Ebelings Award, Swedish Society for Medical Engineering and Medical Physics/Swedish Society of Medicine, Albhins Innovation Award, Wallmark Award of the Royal Swedish Academy of Sciences.Winner of the Foundation SKAPA, award in memory of Alfred Nobel and the regional qualification in Innovation Cup. Several spin-off companies is the result of Laurell’s research and he is an expert adviser within medical technology and nanobiology both to the industry and international research financing
Thomas Svensson
Thomas Svensson, active as COO of Farstorps Gård Förvaltnings AB. Previous assignments include Öhrlings PricewaterhouseCoopers, Corporate Finance/Valuation & Strategy and the Swedish Marine. As a naval officer for 8 years he has gained substantial experience in education and leadership.
For more information, contact:
Sarah Fredriksson, CEO, Genovis AB
+46-46-10 12 30
sarah.fredriksson@genovis.com
Notice of Annual General Meeting of Genovis AB (publ)
Proposed agenda
1. Opening of the meeting.
2. Election of chairman for the meeting.
3. Preparation and approval of voting list.
4. Election of one or two people to verify the minutes.
5. Determination of whether the meeting has been duly convened.
6. Approval of the agenda.
7. Presentation of the annual report and the auditors’ report.
8. The president’s speech, after which shareholders will have the opportunity to ask questions of the president, chairman of the board and the auditor
9. Resolutions
a) Adoption of the Income Statement and Balance Sheet
b) Appropriation of the Company’s profit or loss according to the adopted balance sheet
c) Discharge from liability for the directors and the President.
10. Determination of the number of members and deputy members of the Board of Directors to be elected by the Meeting
11. Determination of fee be paid to the Board of Directors.
12. Determination of remuneration to the auditor.
13. Election of Directors and Chairman of the Board of Directors
14. Appointment of Directors to the Nomination Committee and adoption of instructions for the Nomination Committee.
15. The Board of Directors proposes that the general meeting resolve to delete sections 6 and 7 of the Articles of Association in their entirety.
16. The Board of Director’s proposal for remuneration guidelines for senior executives.
17. The Board of Director’s proposal for issuance of warrants with the right to subscribe to new shares
18. Other business to be addressed by the general meeting in accordance with the Swedish Companies Act or the Articles of Association.
19. Adjournment of the Annual General Meeting.
Proposed resolutions
Election of Board etc (items 2, 10, 11, 12, 13 and 14)
The Nomination Committee’s complete proposal will be available at the Company as of April 3, 2008.
The Board of Directors proposes that the general meeting resolve to delete sections 6 and 7 of the Articles of Association in their entirety. (item 15)
The Board of Directors proposes to the Annual General Meeting that it should only be possible to issue one class of shares and recommends that sections 6 and 7 of the Articles of Association should be deleted in their entirety.
The Board of Director’s proposal for remuneration guidelines for senior executives. (item 16)
The Board of Directors proposes guidelines that are in agreement with the guidelines adopted by the 2007 Annual General Meeting in which the basic principle is that remuneration and other terms of employment for the management and the chief executive officer will be competitive to ensure that Genovis AB can attract and retain senior executives. The complete proposal is available at the company’s office.
The Board of Director’s proposal for issuance of warrants with the right to subscribe to new shares (item 17)
According to the Board of Directors’ proposal a maximum of 260,000 warrants will be issued and a market premium be transferred to senior executives, other employees and future key individuals at Genovis AB.
Notification of purchase shall be made between April 24 and May 8, 2008.
One warrant may used for subscription to one Class B share in Genovis AB during the period February 28, 2012 – May 31, 2012 for a redemption price of 200 percent of the average of the highest and lowest price paid for Genovis Class B shares, listed on First North, for each trading day during the period between April 18 and May 2, 2008.
A market premium will be paid for the warrants, calculated in accordance with Black & Scholes option valuation model, based on the average of the highest and lowest price paid for Genovis Class B shares, listed on First North, for each trading day during the period between April 18 and May 2, 2008. The calculation must be carried out by an independent expert.
With full exercise of all warrants the share capital will increase by a total of SEK 104,000 through the issuance of a maximum of 260.000 shares, each with a quota value of SEK 0.40, provided that recalculation of the number of shares to which each warrant entitles the holder to subscribe to does not take place. This means that with full exercise of the proposed options the new shares will constitute 2.3 percent of outstanding shares with 1.4 percent of the voting rights, after the ongoing new share issue is implemented and fully subscribed.
The resolution of the Annual General Meeting under item [17] above is only valid if it is supported by shareholders with at least nine tenths of both the votes and shares represented at the general meeting.
The Board of Directors’ complete Proposal will be available at the Company as of April 3, 2008
Participation in the annual general meeting
Shareholders who are listed in a printout of the shareholders’ register produced on April 11, 2008, and have notified Genovis AB of their intention to attend the Annual General Meeting by 12 noon on April 11, 2008, at the latest are entitled to participate in the Annual General Meeting.
Registration in the register of shareholders
Genovis’ shareholders’ register is maintained by VPC AB (the Swedish Securities Register Center). Listings are restricted to shares registered in the owner’s name. Shareholders whose shares are registered in the name of a nominee must re-register their shares in their own names in order to be entitled to participate in the Meeting. Shareholders whose shares are held in the trust department of a bank or by a brokerage firm should request that the shares be temporarily reregistered in the shareholder’s name several banking days prior to April 11, 2008
Notification
Notice of intention to attend at the general meeting may be made by
• mail to GENOVIS AB (publ), IDEON Science Park, 223 70 Lund
• telephone +46 (0)46-10 12 38
• fax +46 (0)46-286 24 95
• e-mail: susanne.nykvist@genovis.com
When registering, shareholders should state their
• name/company name,
• personal identification or corporate identity number,
• address, telephone number,
• name and personal identification number of any representatives,
• name of any accompanying assistants
Documents
The annual report and auditors’ report as well as the agenda with the Board of Directors’ complete proposals as stated above, is available at the company from April 3, 2008 and will be sent to any shareholders upon their request.
To English speaking shareholders
The notice to attend the Annual Shareholders’ Meeting is available in English on www.genovis.com
Lund March 20, 2004
Board of Directors
Genovis signs distribution deal with DI Biotech
Genovis recently started to launch products and is currently building sales channels. The aim is to engage strategic distributors with strong customer relations in 2008 on Genovis’ key markets, including the rapidly growing Asian markets. The Korean biotechnology market has been growing steadily by more than 20 percent annually since 2000 and the Korean biotech and academic R&D markets are rapidly growing within areas such as cell therapy, gene therapeutics, and protein-based therapeutics.
“I am delighted to have reached an agreement with DI Biotech regarding the distribution of our products.” says Sarah Fredriksson, CEO at Genovis. “We’re thrilled to have them as a launch partner. The products they offer combined with their fast, high-quality specialized support to customers fits well with our brand and product portfolio.¨
DI Biotech Ltd is headquartered in Seoul, Korea, and has a branch office in Daejeon City. The company was spun off from Pharmacia Biotech Korea and in 1997 became established as an affiliated company of DI Corp, which is listed on the Korean Stock exchange. DI Biotech has been a market leader and pioneer in Korea’s Life Science market. The company works closely with its customers, with a focus on three research areas: genomics, molecule-interaction, and cell imaging.
“I am very excited to be working with Genovis and to have found a company with such a novel cutting edge technology based on nanostructures. We will develop and grow the Korean life science research market with Genovis’ dedicated products,” says K.S Kim, Executive Director of DI Biotech.
Genovis currently markets 12 products in two different application areas: biomolecule delivery and imaging, and antibody tools. Genovis’ marketing strategy for providing customers with effective service and support is to choose partners with strong customer relations on different geographic markets within the product groups with which Genovis works.
Genovis publish a new share issue prospectus
Finansinspektionen (the Swedish Financial Supervisory Authority) approved on Mach 7 Genovis prospectus for a new share issue with preference for existing shareholders, the subscription period is Mach 14 – April 7. Starting today the prospectus will be available in Swedish on Genovis and Finansinspektionens home page.
Genovis signs distribution deal with Nordic Biolabs
Genovis began selling its products in September 2007. The aim is to engage strategic distributors with strong customer relations in 2008 on Genovis’ most crucial markets, including the Nordic domestic market, but primarily the US and rapidly growing Asian markets.
“We’re glad Nordic Biolabs, with their knowledgeable product specialists and extensive sales experience with Genovis’ target audience, chose to distribute our products,” says Sarah Fredriksson, CEO at Genovis. “This partnership can also strengthen Genovis internally as far as sales issues go, which is something we can also use on other international markets.”
Nordic Biolabs, with budgeted sales of SEK 60 million in 2008, is a leading supplier of products for medical research, diagnostics, microbiology, and transfusion drugs, and represents more than 40 strong suppliers and brands. The company is based in Täby, north of Stockholm, and has seven sales representatives in Stockholm Lund, and Copenhagen. Nordic Biolab’s customers are labs in hospitals, universities, and pharmaceutical and biotech industries.
“Genovis has an exciting product portfolio that is really at the forefront of one of the hottest research areas,” says Thomas Busch, CEO at Nordic Biolabs. “We hope this partnership will strengthen our offering as well as contribute to increased sales for Genovis.”
Genovis currently markets 12 products in two different application areas: biomolecule delivery and imaging, and antibody tools. Genovis’ marketing strategy for providing customers with effective service and support is to choose partners with strong customer relations on different geographic markets within the product groups with which Genovis works.
Report from the extraordinary general meeting of Genovis AB (publ)
The board proposes to increase share capital in the company by up to SEK 870,898.4 through a new share issue of up to 2,177,246 class B shares with preference for existing shareholders. Four (4) existing shares, regardless of share class, will qualify for subscription of one (1) new class B share. The proposed issue price is SEK seven (7).
Members of the board and 15 key shareholders, has verbally given a declaration of intent to subscribe for their total holdings that amounts to 50% of the new share issue in Genovis. Farstorps Gård Förvaltnings AB, shareholder in Genovis, representing 30,34 % of the capital stock and 26,57 % of the votes in Genovis, has signed a guarantee commitment covering the remaining part of the new share issue up to a total of 100% . Compensation for the guarantee commitment amounts to SEK 460 000.
New share issue
March 7, 2008
Last trading day for the Genovis share that includes the right to participate in the new share issue.
March 12, 2008
Record day for participation in the new share issue, i.e., shareholders listed in the Genovis share register on this day receive subscription rights for participation in the new share issue.
March 14-April 7, 2008
Subscription period. Subscription with preemptive rights occurs through cash payment during the subscription period. Notification of interest in subscribing can be done during the entire subscription period.
March 14–April 2, 2008 Rights trading.
Genovis AB nomination committee appointed
The AGM will be held on April 17 at 5:00 PM in the Nils Alwalls Room of the Gammahuset building at IDEON in Lund, Sweden.
Notice of extraordinary general meeting of Genovis AB
Registration
To participate in the meeting, shareholders must:
– Be entered in the share register kept by VPC AB by Wednesday, February 20, 2008.
AND
– Register with the company by 12:00 PM on Wednesday, February 20, 2008, by mail at IDEON, SE-223 70, Lund, Sweden; by fax at +46-46-2862495; by email at susanne.nykvist@genovis.com; or by phone at +46-46-10 12 38. Please provide your name, personal/corporate ID number, and registered share holdings.
Shareholders who have nominee-registered shares must temporarily register the shares in their own names through their agents before February 20, 2008, in order to participate in the meeting.
Proposed agenda
1. Opening of the meeting.
2. Election of meeting chairperson.
3. Preparation and approval of voting list.
4. Approval of agenda.
5. Election of one or two persons to verify the minutes.
6. Confirmation that the meeting was duly convened.
7. Approval of the board’s proposed new share issue of up to 2,177,246 class B shares, each with a par value of SEK 0.40 with preemptive rights for current shareholders at a price of SEK 7 per share. The proceeds of the issue will be used to develop Genovis’ sales channels in Europe, North America, and key Asian markets, and to finance marketing and launches in 2008.
8. Closing of the meeting.
Meeting-related documents
The complete proposal as per item 7 above will be available at the company’s office at Scheelevägen 19:F, IDEON, SE-223 70 Lund, Sweden, and on the company web site at www.genovis.com from February 12, 2008, and will be sent to shareholders on request after providing us with their mailing address.
Lund, Sweden
February, 2008
The board of Genovis AB (publ)
Year-End report 2007
Financial information
• Group net sales amounted to KSEK 256 for the year and KSEK 251 for 4Q.
• Consolidated earnings totaled KSEK -8,578 for the year and KSEK -2 489 for 4Q.
• Earnings per share for the period amounted to SEK -0.99.
• Cash and cash equivalents at the end of the period totaled KSEK 491.
• Through 2006, the Genovis Group’s financial presentation was prepared as per the Swedish Annual Accounts Act and generally accepted Swedish accounting principles. The 2007 consolidated accounts and this interim report are the first to be prepared as per the IFRS.
Key events in 2007
4Q
• Genovis established a subsidiary in the US, the single largest market for Genovis’ products. Chris Wilkins was hired as CEO of the subsidiary and will also head up global marketing.
• In cooperation with Lund University, Genovis initiated a project to evaluate the nano-induced magnetic transfer (NIMT®) platform as a tool for facilitating animal model studies.
2007
• As a first step toward international expansion, Genovis opened a sales office in Hong Kong. Of all the markets Genovis targets, Asia exhibits the greatest growth.
• On September 27, the company’s new web site was launched with online sales. The new web site will provide customer relationship management (CRM) support to our partners and distributors.
• In May, Genovis concluded an agreement with Hansa Medical AB to acquire patents and licenses related to biotechnical industrial applications for a group of bacterial surface proteins.
• Genovis combined its NIMT® technology platform with two bacterial surface proteins that, together with specific nanoparticles, become a unique tool for fragmenting antibodies. The new product was launched with the name FabRICATOR®.
• Genovis had a patent approved by the South Korean patent office. The patent describes the technical grounds behind the NIMT® technology and is valid until 2019.
Genovis will carry out new share issue to expand marketing and sales channels
On February 6, 2008, Genovis’ board resolved to implement a new share issue with preference for existing shareholders. Four (4) existing shares, regardless of share class, will qualify for subscription of one (1) new class B share. The proposed issue price is SEK seven (7), hence at full subscription the company would raise about SEK 15,000,000 before issuing expenses. The new share issue must first be approved by a general meeting of shareholders. An extraordinary general meeting will be called on Tuesday, February 26, 2008. The new share issue has a guarantee commitment.
Through the investment in an offensive marketing strategy the Genovis Board of Directors anticipates a steady increase in sales. The board foresees that Genovis will reach break-even and generate positive cash-flow during the second half of 2008. The proceeds of the share issue will be used by Genovis to build sales channels in Europe, North America and key Asian markets, as well as to finance product launches planned for 2008. Genovis has launched 12 new products since Q4 2007, and will launch 4 new products during the current year.
New share issue
February 26, 2008 Extraordinary general meeting approves or denies the board’s proposal on the new share issue.March 7, 2008.
March 7, 2008 Last trading day for the Genovis share that includes the right to participate in the new share issue
March 12, 2008 Record day for participation in the new share issue, i.e., shareholders listed in the Genovis share register on this day receive subscription rights for participation in the new share issue.
March 14-April 7, 2008 Subscription period. Subscription with preemptive rights occurs through cash payment during the subscription period. Notification of interest in subscribing can be done during the entire subscription period.
March 14–April 7, 2008 Rights trading.
