Genovis and Glykos partner to enable new ADC platform

By using GlyCLICK®, a site-specific antibody conjugationtechnology from Genovis and the latest novel linker and cytotoxic drug derivatives from Glykos,Genovis will offer biopharma customers a platform to screen and develop Antibody Drug Conjugates (ADCs) with improved performance. The partnership between Genovis and Glykos will enable scientists around the world to build ADCs from any off-the-shelf antibody, resulting in highly defined end products.

• With Glykos unique linker and payload technologies, we can now offer the biopharma community a platform to rapidly transform any antibody into an advanced site-specific antibody drug conjugate. This enables our customers to explore new ways to develop ADCs which further broaden our market offering, says Fredrik Olsson CEO of Genovis.

• With Genovis industry leading antibody processing enzymes and the GlyCLICK® platform, collaboration with Genovis opens new user base to our linker-payload ADC technologies. The combined product enables scientists to efficiently generate ADCs from their pipeline antibodies and to assess their functionality as unique research tools and potential therapeutics, says Juhani Saarinen CEO of Glykos.

The new GlyCLICK ADC products are available for purchase globally today through Genovis and distributors. For more information visit: https://www.genovis.com/applications/adc-development/

More about ADC

Antibody-drug conjugates or ADCs are a class of biopharmaceutical drugs designed as a targeted therapy for treating primarily cancer. Unlike chemotherapy, ADCs are intended to target and kill tumor cells while sparing healthy cells. As of 2019, some 56 pharmaceutical companies were developing ADCs.

More about GlyCLICK®

The antibody conjugation technology GlyCLICK continues to show steady uptake in a range of markets and applications. One such application is the generation of site-specific antibody drug conjugates with defined number of drug molecules per antibody. The GlyCLICK technology encompasses enzymatic remodeling of the Fc-glycans and click-chemistry to ensure site-specific conjugation of antibodies.

About Glykos

Glykos’ business concept is to apply its technologies to provide state-of-the-art ADCs for clinical development. Today Glykos collaborates with pharmaceutical industry clients to advance novel ADCs towards the clinic. Glykos ADC technology platform includes glycoconjugation, stabilized maleimide conjugation, hydrophilic linkers for enhanced pharmacokinetics and novel high-potency payloads with improved therapeutic index. Glykos provides a full technology platform that enables development of superior ADC products in a very short development timeframe. For more information visit www.glykos.fi.

Release

Report for the third quarter of 2020

July – September in brief

• Net sales totaled SEK 14,216 (24,279) thousand. Adjusted for acquired sales, bioprocess sales in 2019 and changes in exchange rates, growth rose by 18%.
• Gross profit totaled SEK 15,487 (20,814) thousand.
• Operating profit before depreciation and amortization (EBITDA) totaled SEK 3,262 (7,987) thousand.
• Operating result totaled SEK 1,715 (7,019) thousand.
• Comprehensive income was SEK 662 (7,473) thousand.
• Comprehensive income per share, basic and diluted, totaled SEK 0.01 (0.12).
• Cash flow from operating activities was SEK 1,191 (7,448) thousand.
• Cash and cash equivalents at the end of the period totaled SEK 46,231 (15,303) thousand.

January – September in brief

• Net sales totaled SEK 41,180 (47,719) thousand. Adjusted for acquired sales, bioprocess sales in 2019 and changes in exchange rates, growth rose by 14%.
• Gross profit totaled SEK 39,609 (44,123) thousand.
• Operating profit before depreciation and amortization (EBITDA) totaled SEK 2,377 (13,072) thousand was negatively impacted by non-recurring items for acquisitions and restructuring costs of SEK 2.5 million.
• Operating result totaled SEK -1,465 (profit: 10,589) thousand.
• Comprehensive income totaled SEK -4,376 (10,444) thousand.
• Comprehensive income per share, basic and diluted, totaled SEK -0.07 (0.17).
• During the year Genovis acquired all shares of QED Bioscience Inc. Total cost of the acquisition, including transaction costs, is SEK 20 million
• In the first quarter Genovis raised SEK 50 million for the Company before issue expenses in a directed share issue.

Comments from Fredrik Olsson, Chief Executive Officer

In the third quarter, organic growth for the core business for enzymes within Analytics was 18%, which is a doubling compared with the second quarter this year. Organic growth for the nine-month period for the core business was 14%.

We have periodically experienced challenges in various geographic markets as a result of local restrictions associated with the pandemic. Customers have reduced the number of employees working at the same time in laboratories to reduce the risk of spread of infection, which negatively affects productivity and the number of analyses carried out. Nevertheless, the revenue in our core business grew and we remain strongly convinced that the markets will improve over time when the restrictions can be reduced.

QED, which sells antibodies for the diagnostics industry, has been impacted by the general reduction of tests conducted within health services since fewer people seek care that is not related to the ongoing pandemic. However, at the beginning of the fourth quarter we have seen customer activities resume in QED’s antibody business as the diagnostics market recovers and more customers return to laboratories within industry and academia.

As it has become more apparent that our normal marketing activities, such as scientific conferences, trade shows and customer encounters, have all been postponed, we have transitioned to investing in our customer support systems and electronic marketing channels. The basic strategy remains the same – scientific communication with solutions and unique products for our customers within the global biopharma industry. We have streamlined the work in our electronic channels to prioritize business opportunities and new sales. With these initiatives, the inflow of new customers has continued and our customer base has continued to grow during the quarter.

We have not received any government relief, nor have we furloughed any employees, despite the uncertain situation over the past six months Instead, we have chosen to lean forward and focus our resources on bold initiatives for the future.

A strong focus on our product development projects has culminated in three product launches, two of which are completely new enzymes for analysis within the biopharma industry. We have maintained good momentum in our development pipeline and intend to launch additional products at the end of the year in order to be even better equipped for 2021.

We have also worked intensively to broaden and strengthen our industrial partnerships. This is a key component of our strategy to build customer value by offering our customers several automated workflows with our products.

Our efforts to ensure production capacity in both the short term and the long term are proceeding according to plan: in the short-term through skilled subcontractors, and in the long term through planned investments in our own infrastructure and capacity to meet our anticipated growth over time.

Despite the continued uncertainty about market conditions in the short term as a result of the pandemic, my assessment is that Genovis’ business opportunities moving forward will be strengthened as a result of initiatives with an increased focus on research, diagnostics and biological drugs in the wake of the pandemic.

I am extremely impressed by the innovation and resilience of my employees as they cope with these new circumstances, which have led to the continued strong organic growth of the core business in a challenging business climate.

Although the external situation is difficult to assess in the short term, I am convinced that our innovative efforts and business model will enable us to fulfill our high ambitions with continued strong growth over time.

Release

Half-Yearly Report January – June 2020

April – June in brief

• Net sales rose by 35 percent to SEK 15,490 (11,509) thousand. Adjusted for acquired sales, growth rose by 11% to SEK 12,714 thousand.
• Gross profit/loss improved by SEK 978 thousand and totaled SEK 13,146 (12,168) thousand.
• Operating result before depreciation and amortization (EBITDA) totaled SEK -38 (2,390) thousand and was negatively impacted by non-recurring items for acquisitions and restructuring costs of SEK 1 million.
• Operating result totaled SEK -1,291 (1,628) thousand.
• Comprehensive income for the period totaled SEK -3,124 (1,380) thousand.
• Comprehensive income per share, basic and diluted, totaled SEK -0.05 (0.02).
• Cash flow from operating activities was SEK -123 (profit: 145) thousand.
• Cash and cash equivalents at the end of the period totaled SEK 46,554 (8,921) thousand.
• Genovis has acquired all shares of QED Bioscience Inc. Total cost of the acquisition, including transaction costs, is SEK 20 million QED merged with Genovis Inc.
• The Annual General Meeting, held on May 5, 2020, elected Torben Jørgensen to serve as chairman of the Board of Directors and reelected Board members Kenth Petersson, Mikael Lönn and Lotta Ljungqvist.
   

January – June in brief

• Net sales rose by 15 percent to SEK 26,965 (23,440) thousand. Adjusted for bioprocess sales in 2019 and acquired sales, sales growth totaled 15%.
• Gross profit totaled SEK 24,123 (23,309) thousand.
• Operating result before depreciation and amortization (EBITDA) totaled SEK -885 (profit 5,086) thousand and was negatively impacted by non-recurring items for acquisitions and restructuring of SEK 2.3 million.
• Operating result totaled SEK -3,180 (profit: 3,571) thousand.
• Comprehensive income for the six-month period totaled SEK -5, 038 (2,971) thousand
• Comprehensive income per share, basic and diluted, totaled SEK -0.08 (0.05).

Comments from Fredrik Olsson, Chief Executive Officer

The coronavirus pandemic has affected society at large during the quarter, and our business operations were no exception. The pandemic has been accompanied by several unforeseen challenges that have caused us to reset and focus our resources on new circumstances. I am proud that despite these challenges, our sales continued to grow by 35% and, excluding acquired sales, we were able to achieve sales growth of 11%, given the market situation in the second quarter.

The beginning of the quarter was clearly affected by the restrictions implemented in several key markets in Europe and North America, resulting in a pronounced decline in customer activity. As more markets eased the restrictions, we saw a gradual increase in activity in May and June. In the Asian markets we’ve seen a clear recovery after a weak first quarter caused by the pandemic.

In addition to the loss of sales, the operating result was also affected by non-recurring acquisition-related costs and increased personnel costs as we added 14 people to the organization, compared with the second quarter last year. Adjusted for the acquisition-related costs, the operating loss for the quarter is SEK 0.3 million.

To date, we have launched two products this year. FabRICATOR™ MagIC, which was launched in June, is intended for simplified and parallel analysis of antibody molecules in automated systems in several parts of our customers’ value chains. The product has initially been adapted for an instrument from Thermo Fischer Scientific, associated with our collaboration agreement relating to analysis of biologicals. At the beginning of the current quarter, we launched our second product for the year, GalactEXO™, a new enzyme for glycan analysis of proteins, and we still intend to launch more products during the second half of the year.

During the second quarter, we also closed the deal and acquired QED Bioscience. Despite the challenging market situation, QED’s activities in San Diego have achieved sales on a par with the same period the previous year and the company has been fully operational since we formally took over the business on April 29. Given the situation associated with the pandemic, we had to begin the integration process remotely, for which reason we gave top priority to fully integrating QED into our various business and reporting systems, which has now been concluded. We can now devote our full attention to implementing combined marketing and business strategies as the market situation gradually improves. 

We have intentionally chosen to lean forward into a challenging market situation and have focused our efforts and resources on our long-term strategies within automated analysis, glycomics and integration of the newly completed acquisition of QED Bioscience.

Despite these challenges and the uncertain market situation with clear limitations, including canceled marketing activities and customer meetings, which are key cornerstones in our business, my colleagues at Genovis have done an incredible job this quarter. We have also had the opportunity to welcome new employees from QED and we now have about 40 employees worldwide, working on developing and growing the business at Genovis together with our customers.

In the short term, there is still uncertainty about how quickly economies and activities in various locations can recover and how any new waves of the pandemic could affect customer activity. But in the long run, I remain confident in our ability to continue on this growth journey with Genovis through customer-driven innovation in close collaboration with our growing customer base.

Release

Communiqué from Genovis AB (publ) Annual General Meeting May 5, 2020

• The balance sheet and income statement were adopted.

• The Board and the Chief Executive Officer were discharged from liability. 

• The Board shall consist until the next AGM of four ordinary members without deputies. 

• Ordinary members Kenth Petersson, Mikael Lönn and Lotta Ljungqvist were re-elected. Torben Jørgensenwas elected new Board member.

Torben Jørgensenwas elected Chairperson of the Board. 

• Remuneration will be paid to the Board of Directors in the amount of SEK 150,000 to Board members and SEK 300,000 to the Chairperson of the Board.    

• Remuneration to the auditors will be paid on account.                                         

• A Nomination Committee will be formed with representatives of the four largest shareholders at September 30, 2020. 

• Guidelines for remuneration to senior executives were adopted in accordance with the Board’s proposal. 

• The AGM resolved on the authorization to issue shares with or without preferential rights for existing shareholders. As a result of this resolution, share capital could increase by a maximum of SEK 1,635,000 through the issuance of a maximum of 6,500,000shares.

Release

Genovis acquires all shares in QED Bioscience Inc., San Diego, CA, USA

As a result of the acquisition, Genovis will gain a well-established supplier of high-quality antibodies and a dedicated team with extensive experience developing antibodies for the research and diagnostics market, as well as a customer base for Genovis’ GlyCLICK® antibody labeling technology. Genovis intends to retain key QED personnel to ensure expertise and continuity within the operation. 

Genovis’ strategy

Genovis has worked with QED since 2015 and the acquisition is a natural step that is in line with the company’s strategy to expand the product portfolio within new application and product divisions. QED has over 2,000 antibodies in its product portfolio and there are several clear synergies, especially for the GlyCLICK antibody labeling technology. Precise and accurate labeling of antibodies is increasingly in demand in the research market.

Opportunities

The acquisition will provide Genovis with a physical base with laboratory premises in one the most attractive areas for research and development of biological drugs in the US. Genovis will immediately gain a product portfolio of antibodies and a customer base that can generate additional business value in combination with the company’s other products. With a broadened product selection and a larger market, the company believes that after the acquisition it will be well-positioned to capture a larger share of the market in antibody labeling and associated contract research.

Indicative financial impact on a rolling 12-month basis April 1, 2019 – March 31, 2020 

* Excluding one-off costs for acquisition and divestment

The financial information above is only to be regarded as illustrative and does not include synergy gains, integration costs, transaction costs or depreciation of surplus values resulting from the acquisition analysis. The financial information presented above has not been reviewed or audited by Genovis’ auditors and does not constitute pro forma financial information.

Release

Interim Report January – March 2020

• Net sales totaled SEK 11,475 (11,931) thousand. Adjusted for the bioprocess order during the first quarter of 2019, which totaled SEK 2.4 million, growth for the quarter was 20%.

• Gross profit was SEK 10,977 (11,140) thousand.
• Operating profit/loss before depreciation and amortization (EBITDA) totaled SEK -847 (2,695) thousand. Non-recurring expenses relating to the ongoing acquisition of QED Bioscience Inc. had a negative impact on operating profit of SEK 1,354 thousand.
• Operating profit/loss was SEK -1,889 (1,942) thousand.
• Comprehensive income for the period was a loss of SEK 1,915 (profit: 1,591) thousand.
• Comprehensive income per share, basic and diluted, totaled SEK -0.03 (0.03).
• Cash flow from operating activities was SEK -1,506 (2,709) thousand.
• Cash and cash equivalents at the end of the period totaled SEK 61,641 (11,025) thousand.
• Genovis signed a Memorandum of Understanding for the acquisition of all shares in the privately held company QED Bioscience Inc, based in San Diego, California. The acquisition will be paid for through an estimated cash payment of about SEK 20 million, including transaction costs.
• Genovis carried out a rights issue that raised SEK 50 million for the Company before issue expenses.

Comments from Fredrik Olsson, Chief Executive Officer

The Covid-19 pandemic has had some impact on our sales during the first quarter. Nevertheless, we grew our core business by 20%, adjusted for the bioprocess order which affected comparability from the first quarter of 2019. Growth in Europe and North America remained strong, while the Covid-19 outbreak heavily impacted growth in Asia, which accounts for a smaller portion of our total sales, in February and March.

At the end of March we saw a slowdown in customer activity in Europe and North America as a result of the restrictions introduced in many countries to reduce the spread of the disease. As a result, orders could not be delivered to some customers due to closures, which affected revenue at the end of March. We estimate that postponed deliveries and geographic impact, especially in Asia, lowered revenue by approximately 10-15 percent for the quarter.

My assessment is that the impact is temporary in nature; it is not caused by any underlying driving forces in the market, but is entirely linked to the reduction in activities at pharmaceutical companies, research institutes and universities because of the Covid-19 pandemic. We have seen a gradual increase in customer activity in Asia in early April.

As with many other colleagues in the industry, the extensive closure of laboratories, canceled conferences and sales activities will likely have a dampening effect on our sales in the short term. We are well prepared for such a scenario, even though the time until we return to a more normal market situation remains difficult to assess. We are closely monitoring developments and evaluating alternative cost-saving measures in relation to the development of the business and its long-term strategies.

Meanwhile, we now have the opportunity to focus our resources on product development to be ready with several new products when the markets return to normal. Our operational capacity is intact; we do not see any impact on production capacity at this time and our distribution chains continue to function well.

Despite these challenging times for society at large, the course of events resulting from the coronavirus pandemic clearly demonstrates the value of Genovis’ offering of tools and technology to increase understanding of biological processes, which can help researchers to develop new medications and to improve diagnostics.

Over the past few weeks, antibodies and biological drugs have been highlighted as important components for fighting the coronavirus pandemic. In this perspective, our upcoming acquisition of QED Bioscience is an opportunity to address new relevant areas within antibody-based research and diagnostics.

At the same time, the importance of research in infectious diseases caused by viruses has become quite clear, especially for the industrialized part of the world. The Covid-19 outbreak is likely to result in the allocation of more resources to these areas by companies and communities for a long time to come so as to be better prepared for future pandemics.

Just a month or so ago, we could not have imagined that our customers and we would use our products to investigate viral proteins in detail, how they interact with receptor sites on human cells, and the role played by glycans in viral infection and spread. The fact that surface proteins on the virus, which is visualized in every newscast, are coated in glycans demonstrates the importance of glycobiology and confirms our strategic objective of providing new enzymatic tools in the field of glycans.

Overall, I maintain a strong positive basic philosophy regarding our potential to contribute to society at large and to Genovis’ growth in the long term.
 

Release

Genovis AB publish Annual Report 2019

https://investor.genovis.com/en/financial-reports/

Release

genovis-ar-2019-en

NOTICE OF ANNUAL GENERAL MEETING IN GENOVIS AB

Right to participate. Registration

Shareholders who are registered in the register of shareholders maintained by Euroclear Sweden AB on April 28, 2020 and who have notified the company of their intention to attend the Annual General Meeting by no later than April 28, 2020, preferably before 3:00 p.m., have the right to attend the Annual General Meeting. Notification may be made by mail at Genovis AB (publ), Box 790, S-220 07 Lund, Sweden, by phone +46 (0)46-10 12 30 or by email: info@genovis.com. Upon notification, shareholders must provide their name/company name, personal identity number/corporate identity number, address and phone number. Information about the number of assistants (maximum two) that the shareholder intends to bring to the meeting should also be included.

Shareholders who are represented by proxy shall issue a written, signed and dated power of attorney for the proxy. Shareholders should submit the power of attorney together with the notification of their intention to participate at the AGM. The expiry date of the proxy document may be no more than five years from its issue. Proxy forms are available on the company’s website, www.genovis.com. Representatives of legal entities must present a copy of the certificate of registration or equivalent authorization documents showing the authorized signatory.

Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to attend the meeting, request that their nominee re-register their shares in their own name, so that the shareholder is registered in the shareholder register on April 28, 2020. Such registration may be temporary.

Proposed Agenda

1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of voting list. 
4. Approval of the agenda
5. Election of individuals to verify the minutes. 
6. Consideration of whether the meeting had been duly convened. 
7. Presentation of the annual report and the consolidated accounts as well as the audit report along with the speech by the Chief Executive Officer.
8. Questions related to the to the submitted report.

1.  Resolutions on:
   1. adoption of the Income Statement and the Balance Sheet, as well as the Consolidated Income Statement and the Consolidated Balance Sheet, 
   2. allocation of the Company’s result in accordance with the adopted balance sheet,
   3.  discharge from liability to the company of the Directors and the Chief Executive Officer.

1. Resolution regarding number members of the Board and deputy members.
2. Resolution regarding directors’ fees. 
3. Election of Directors and Chairman of the Board.  
4. Amendment of the Articles of Association.
5. Resolution on fees to auditors.
6. Election of auditor.
7. Appointment of members to the Nomination Committee and adoption of guidelines for the Nomination Committee 
8. Resolution on the Board of Directors’ proposal for remuneration guidelines for senior executives.
9.  Resolution authorizing the Board of Directors to decide on the issuance of shares.
10. Authorization of the Chief Executive Officer to make such formal adjustments to the resolutions as may be necessary in conjunction with registration and implementation thereof.
11. Adjournment.

Item 2 Proposal to chair the meeting

The Nomination Committee proposes that attorney Arne Källén chair the meeting.

Item 10. Resolution regarding number of Board members and deputy members

The Nomination Committee proposes that the Board shall consist of four members without deputies.

Item 11. Resolution regarding fees for Board members

The Nomination Committee proposes that the fees until the next Annual General Meeting shall be paid in the amount of SEK 150,000 for each director who is not employed by the company and SEK 300,000 to the Chairperson.

Item 12 Election of Directors and Chairman of the Board.

The Nomination Committee proposes re-election of Mikael Lönn, Kenth Petersson and Lotta Ljungqvist.

The Nomination Committee proposes election of Torben Jørgensen.

The Nomination Committee proposes that the Meeting elect Torben Jørgensenas Chairperson of the Board.

Item 13 Amendment to Articles of Association

The Board of Directors proposes that the Company’s Articles of Association, item 7, Auditors,

shall be amended as follows:

The Company shall have at least one (1) and a maximum of two (2) auditors with or without deputies. An authorized public accountant or a registered public accounting firm shall be appointed to serve as auditor.

Item 14 Resolution on fees to auditors 

The Nomination Committee proposes that remuneration to the auditors shall be paid on account.

Item 15 Election of auditor

The Nomination Committee proposes the registered auditing firm Öhlings PricewaterhouseCoopers AB (“PWC”) to serve as auditor. PWC has announced that in the event that PWC is elected, Neda Feherwill be appointed chief auditor. 

Item 16 Appointment of members to the Nomination Committee and adoption of guidelines for the Nomination Committee 

The Nomination Committee proposes that the Committee for the 2021 AGM will consist of representatives of the four largest shareholders as of September 30, 2020. The Nomination Committee shall appoint a chairman from among its members. It is incumbent upon the Chairman of the Board to convene the Nomination Committee. Should a shareholder decline to participate on the Nomination Committee, the right to appoint a representative shall be transferred to the next largest shareholder not represented in the committee. If deemed appropriate as a result of ownership changes, the Nomination Committee shall invite additional shareholders to join the Nomination Committee, though the total number of members may not exceed five. In the event a member of the Nomination Committee leaves the Committee before its work is completed, the Chairman of the Board, if the Nomination Committee deems necessary, shall invite the same shareholder or, if the latter is no longer one of the major shareholders, the shareholder next entitled, in terms of size of shareholding, to appoint a replacement. Such a change shall be announced on the company’s website.

The Nomination Committee will prepare proposals for the 2021 Annual General Meeting for resolution as regards chairman at the meeting, Chairman of the Board and other directors, remuneration of directors and auditors, and principles for appointing the Nomination Committee. The Nomination Committee mandate runs until a new committee is appointed. 

The Nomination Committee proposes that remuneration will only be paid for direct costs associated with the assignment.

Item 17 The Board of Directors’ proposal for remuneration guidelines for senior executives 

These guidelines concern remuneration and other terms of employment for the Chief Executive Officer and senior executives. The guidelines are forward-looking and applicable to remuneration already agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the 2020 Annual General Meeting. These guidelines do not apply to any remuneration decided or approved by the general meeting.

Promotion of the company’s business strategy, long-term interests and sustainability

A prerequisite for the successful implementation of the Genovis Group’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. These guidelines enable Genovis to offer senior executives a competitive total remuneration package. For more information about the company’s business strategy: https://investor.genovis.com/sv/bolagsoversikt/

Types of remuneration

The Genovis Group’s remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. The Annual General Meeting may also – regardless of these guidelines – adopt remuneration based on, for example, share and share-price-related incentive schemes. 

The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one or several years. The variable cash remuneration shall be capped at a maximum of 25 per cent of the annual fixed cash salary. 

Further variable remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either for the purpose of recruiting or retaining senior executives, or as remuneration for extraordinary performance beyond the individual’s ordinary tasks. Such remuneration may not exceed an amount corresponding to 35 percent of the fixed annual cash salary and may not be paid more than once each year per individual. Any resolution on such remuneration shall be made by the Board.

For the CEO, pension benefits, including health insurance (Sw: sjukförsäkring), shall be defined-contribution schemes. Variable cash remuneration shall be pensionable. The pension premiums to defined-contribution schemes shall amount to not more than 35 percent of the fixed annual cash salary. Other benefits may include, for example, life insurance, medical insurance (Sw: sjukvårdsförsäkring), and company cars. Such benefits may amount to not more than 10 percent of the fixed annual cash salary.

For other senior executives, pension benefits, including health insurance, shall be defined-contribution schemes, to the extent that the executive is not covered by a defined benefit pension under compulsory collective contract provisions. Variable cash remuneration shall be pensionable. The pension premiums to defined-contribution schemes shall amount to not more than 30 percent of the fixed annual cash salary.

Other benefits may include, for example, life insurance, medical insurance (Sw: sjukvårdsförsäkring), and company cars. Such benefits may amount to not more than 15 percent of the fixed annual cash salary. For employments governed by rules other than Swedish rules, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

Termination of employment

For notice of termination served by the company, the maximum notice period is twelve months. Fixed cash salary during the notice period and severance pay may together not exceed an amount corresponding to fixed cash salary for eighteen months for the Chief Executive Officer and one year for other members of senior executives. For notice of termination served by the executive, the maximum notice period is six months, without right to severance pay.

Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall only be paid to compensate for loss of income in so far as the previously employed Group Management member is not entitled to severance pay. The remuneration shall be based on the fixed cash salary at the time of termination of employment, amount to not more than 60 percent of the monthly income at the time of termination of employmentand be paid during the time the noncompete undertaking applies, however not for more than nine months following termination of the employment.

Criteria for awarding variable cash remuneration, etc.

The variable cash remuneration shall be linked to predetermined and measurable criteria which can be financial or non-financial. They may also be individualized, quantitative or qualitative objectives. The criteria shall be designed so as to promote the company’s business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy or promoting the long-term development of the executive.

The extent to which the criteria for awarding variable cash remuneration have been satisfied shall be determined when the measurement period has ended. The Board is responsible for the evaluation so far as it concerns variable remuneration to the Chief Executive Officer. The Chief Executive Officer is responsible for evaluation regarding variable cash remuneration to other senior executives. For financial objectives, the evaluation shall be based on the latest financial information made public by the company.

Salary and terms of employment for employees

In preparation of the Board’s proposal for these remuneration guidelines, salaries and terms of employment for the company’s employees were taken into account in that information about employees’ total remuneration, the remuneration components, the increase in remuneration and the rate of the increase over time formed a part of the decision basis used by the Board to evaluate whether the guidelines and the limitations set out herein were reasonable. 

Decision-making process to determine, review and implement the guidelines

The Board of Directors shall prepare proposals for new guidelines at least every four years and submit the proposal to the Annual General Meeting for resolution. The guidelines shall be in force until new guidelines are adopted by the general meeting. The Board shall also monitor and evaluate programs for variable remuneration for the senior executives, the application of the guidelines for senior executive remuneration, as well as the current remuneration structures and compensation levels in the company. The Chief Executive Officer and other members of the senior executives do not participate in the Board’s processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.  

Derogation from the guidelines

The Board of Directors may resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the long-term interests of the company, including its sustainability, or to ensure the financial viability of the company. 

Due to new legislation passed in 2019, the proposed guidelines for executive remuneration submitted to the AGM 2020 annual general meeting are more detailed than before.

Item 18 The Board’s proposal authorizing the Board of Directors to decide on the issuance of shares.

The Board proposes that the Meeting authorize the Board, on one or more occasions until the next annual meeting, with or without preferential rights for shareholders, to issue new shares, convertible bonds or warrants. New shares may be paid for in cash and/or in kind or set-off or on other terms. This decision would mean that the share capital is increased up to a maximum total of SEK 1,625,000 through the issuance of a maximum total of 6,500,000 shares at full subscription. When deciding on issuances without preferential rights for shareholders, the subscription shall be market-based at the time of the issue resolution.

The reason for the possible deviation from shareholders’ preferential rights is to broaden the ownership group, acquire, or facilitate the raising of capital, increase the liquidity of shares, carry out acquisitions, or procure or permit the raising of capital for acquisitions.

For a valid resolution under this item, the Meeting’s resolution must be supported by shareholders representing at least two thirds of both the voting rights and the shares represented at the Meeting.

Documents 

The annual report, audit report, articles of association, proxy forms, and other proposals will be available at the Company’s office at Scheelevägen 2, Box 790, S-220 07 Lund, Sweden, and on the Company’s website www.genovis.com as of April 8, 2020, and will be sent, upon request, to shareholders who provide their mailing address.

Number of shares and votes

At the time of issuance of this notice, the total number of shares and votes in the company is 65,465,714.

Information at the Annual General Meeting

Shareholders are reminded of their right to request information from the Board of Directors and the Chief Executive Officer pursuant to Chapter 7, sections 32 and 57 of the Swedish Companies Act.

Lund, March 2020

Genovis AB (publ.) 

                                         Board of Directors

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Nomination Committee proposes Torben Jørgensen for new chairman of Genovis

Torben Jørgensen was born in 1952 and is currently Chairman of the Board of Biotage AB and Atlas Antibodies AB. He also serves on the boards of Micropos AB and Intervacc AB. Previous appointments include CEO and President of Biotage AB from 2006 to 2020, Affibody AB from 2001 to 2005, Karo Bio from 2000 to 2001 and DAKO AB from 1988 to 1999.

“The Nomination Committee is pleased to be able to propose Torben Jørgensen to serve as the new Chairman of the Board. Torben’s knowledge and experience will be able to contribute to Genovis’ continued progress and growth. At the same time, we would like to warmly thank Sarah Fredriksson for her extremely valuable contribution as she stepped in on short notice to serve as the Chair at a time when Genovis faced a number of important decisions,” says Nomination Committee Chair Mikael Lönn.

Furthermore, the Nomination Committee proposes the Board to be reduced from seven to four members and re-election of Mikael Lönn, Kenth Petersson and Lotta Ljungqvist. 

Genovis’ Nomination Committee:

Mikael Lönn (Chairman)

TIN Fonder, represented by Erik Sprinchorn, Portfolio manager

Andra AP-fonden, represented by Johan Sjöström, Portfolio manager

Aktia Fondbolag AB, represented by Markus Lindqvist, Director, Aktia Kapitalförvaltning AB 

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Genovis intends to acquire QED Bioscience and conduct a rights issue of SEK 50 million

Genovis has worked with QED since 2015 and the acquisition is a natural step that is in line with the company’s strategy to expand the product portfolio within new application and product divisions. The acquisition will provide Genovis with a well-established supplier of high-quality antibodies and a dedicated team with extensive experience of development of antibodies for the research and diagnostics market, as well as a customer base for Genovis’ GlyCLICK® antibody labeling technology. Genovis intends to retain key QED personnel to ensure expertise and continuity within the operation. The acquisition will provide Genovis with a physical base with laboratory premises in one the most attractive areas for research and development of biological drugs in the US.

“I am extremely pleased about the opportunities that will become available with the acquisition of QED. In our most important market we will now have new business opportunities, laboratories and a high-quality organization that we know well. We look forward to welcoming the team at QED to Genovis, and at the same time I would like to warmly thank both new and existing owners for their support and confidence in our continued growth ambitions,” says Fredrik Olsson, CEO of Genovis

QED has over 2,000 antibodies in its product portfolio and there are several clear synergies, especially for the GlyCLICK antibody labeling technology. Genovis will immediately gain a product portfolio of antibodies and a customer base that can generate additional business value in combination with Genovis’ GlyCLICK antibody labeling technology. Precise and accurate labeling of antibodies is increasingly in demand in the research market and in the long run, the company believes that as a result of the acquisition it will be well-positioned to capture a larger share of the market in antibody labeling and associated contract research.

“QED is very excited about our future with Genovis.  In the years that we have worked with the Genovis team, we’ve been impressed by the innovative and novel products they have developed and the thoughtful manner in which they have grown their customer base.  We look forward to contributing to their continued success and to new opportunities for QED”, says Dr. Eileen Skaletsky, CEO and founder of QED Bioscience.

In addition to the acquisitionGenovis also intends to use the issue proceeds to proactively secure future expansion opportunities through investments in infrastructure and premises to avoid restrictions on growth in the long term. Investments will also be made to secure the required production capacity to be prepared in the short and medium term for potential new orders in the field of bioprocessing.

RIGHTS ISSUE

In accordance with the authorization granted by the Annual General Meeting on May 23, 2019, the Board of Directors of Genovis has resolved to carry out a rights issue of 2 365 714 shares. The subscription price has been set at SEK 21, which is the equivalent of 5 percent under the volume-weighted average price during the last 10 trading days prior to the day of subscription. Through the rights issue, the company will raise proceeds of about SEK 50 million before transaction costs, which are estimated at SEK 75 thousand. Issue expenses consist solely of registration costs. After the rights issue the total number of shares and votes in the company will be 65 465 714 and share capital will amount to 16 366 428,5. The rights issue entails a dilutive effect of 3,7 percent based on the total number of shares in the company following the rights issue. The reason for deviation from the shareholders’ preferential rights is to facilitate raising capital, in terms of both time and cost-efficiency, to carry out corporate acquisitions and to develop the business through investments in production capacity and infrastructure. 

MORE ABOUT QED

QED Bioscience was founded in 1994 in San Diego, California, and is an established supplier of antibodies for its academic and industrial clients in the research and diagnostics market. The company has two offerings – antibodies in the form of reagents that customers use in analytical and diagnostic applications, and a service that develops customer-specific antibodies to order. Currently the company has over 2,000 antibodies in its product portfolio, the majority of which are developed in-house. Its sales channels are global and are run both through direct sales and through distributors. In 2019 antibodies accounted for about 65 percent of sales and other revenue comes primarily from the company’s contract research service, development of customer-specific antibodies. 

Indicative key financial information 2019

The financial information above is only to be regarded as illustrative and does not include synergy gains, integration costs, transaction costs or depreciation of surplus values resulting from the acquisition analysis. The financial information presented above has not been reviewed or audited by Genovis’ auditors and does not constitute pro forma financial information.

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