Shareholder proposal about election of board of directors and nominating committee in Karo Bio AB (PUBL)

STOCKHOLM, May 4, 2011 – A group of shareholders in Karo Bio AB (publ) has presented a proposal about a new board of directors and a new nominating committee, which the group of shareholders intend to propose for election at the annual general meeting, to be resumed on Wednesday May 4, 2011 at 17.00 CET at Klara Konferens, Vattugatan 6 in Stockholm.

Resumed annual general meeting
The annual general meeting decided to adjourn when the proposal from the nominating committee regarding election of board of directors faced a counterproposal during the meeting. To make a complete presentation possible of the board of directors proposed by shareholder representative Jan Lundberg, the meeting decided to adjourn and to resume the annual general meeting on Wednesday, May 4th, at 17.00 CET. The continued annual general meeting will be held at Klara Konferens, with address Vattugatan 6, Stockholm.

A right to participate at the continued annual general meeting applies for those who have been recorded in the share register kept by Euroclear Sweden AB on April 19th, 2011, and who gave the Company notice of intent to participate at the annual general meeting no later than April 19th, 2011, at 16.00. Shareholders who wish to be represented by proxy must be able to present valid power of attorney in writing and any other authorization documents in original at the general meeting. Legal entities must be able to present authorization documents for representatives. Shareholders who have been recorded in the share register on April 19th, 2011, but who have not given the Company notice of intent to participate, and others who wish to attend, may give notice thereof and may participate as guests at the annual general meeting, if the annual general meeting decides accordingly. Notice can be given by e-mail to stamma@karobio.se (stamma@karobio.se) or on the Company’s website www.karobio.se/stamma (https://www.karobio.se/stamma).

Proposal of agenda for the resumed annual general meeting

At the continued annual general meeting the following items are proposed.

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 persons to confirm the minutes

6 The determination as to whether the meeting has been duly convened

14 Election of board members and deputy board members

15 Election of chairman of the board

16 Election of auditor

17 Resolution on guidelines regarding the appointing of nominating committee

18 Resolution as to principles for remuneration of executive management

19 Authorization of the board of directors to issue new shares

20 Closing of the meeting

Shareholder proposal about the election of board of directors and nominating committee
Lars Magnusson, representative of Jan Lundberg, in turn representative for shareholders in possesion of shares representing approximately 38 % of the shares at the adjourned annual general meeting, has presented a proposal about a new board of directors and nominating committee. Karo Bio has not had the opportunity to verify that proposed persons are available for election, that information about the persons is correct, not that shareholders intend to vote in favor of the proposal as such. The full shareholder proposal is detailed below.

Quote. ”Stockholm May 4th, 2011

Principal shareholders propose new Board of Directors in Karo Bio AB

A group of principal shareholders of Karo Bio AB intend to propose new Board of Directors at the continued Annual General Meeting on May 4th, 2011. The proposed Chairman of the Board is Göran Wessman. Karo Bio has 70 employees, and is listed on NASDAQ OMX Stockholm. 

Göran Wessman has got more than twenty years of experience in senior management positions in several medical research companies, among others the establishment of Nobel Biocare in U.S. Already during the early nineties Göran Wessman worked with business development for Karo Bio.

”I have been following Karo Bio for a long time and my impression is that there is a considerable potential in the company. I am looking forward to working together with the Board of Directors, the management and the staff of the company in a situation where the company stands well prepared with promising prospects for the future. The profound knowledge and versatility included here is exciting and it is a true benefit to take part in the development of the company.”

For the new Board of Directors Göran Wessman, Per Bengtsson, Christer Fåhraeus, Elisabeth Lindner, Jan Sandström and Anders Waas are proposed. Göran Wessman is proposed as the new Chairman of the board. For more information regarding the proposal of Board of Directors, see Appendix.

As nominating committee Johan Claesson, Bo Håkansson, Jan Lundström, Mikael Lönn and Lars Magnusson are proposed.

For further information, please contact:

Lars Magnusson, +46 -70-280 12 51
Proposition for new Board of Directors of Karo Bio AB:

Göran Wessman, born 1948
Chairman of the board (new election)
Education: Biomedicine and Chemistry at Uppsala and Gothenburg Universities
Experience: From 1972, after the studies, and for approximately 10 years, sales and marketing within Abbott Scandinavia, Astra and Akzo Pharma. Thereafter Wessman worked in managerial positions within Nobel Pharma (presently Nobel Biocare). Took part in the start up and early expansion phase with inter alia responsibility for the establishment of dental implants on the American market. In the end of the eighties, the consultant company Protem Wessman was established for Wessman’s assignments within business development for Karo Bio, amongst others. In the beginning of the nineties, Protem Wessman founded Boule Diagnostics and Carmel Pharma, which have thereafter been refinanced by stages through collaboration with different private equity firms. As salaried employee, Wessman has held managerial position, inter alia as CEO of the holding company at Gothenburg University, A+ Science Holding and as Chairman of the Board of SCRI and Isconova. Wessman has, during more recent years, founded the holding company Mintage Scientific with ownership in the “anti-fouling” company I-Tech and the pharmaceutical development company Vicore Pharma.
Other assignments: CEO and Board Member of Mintage Scientific. Chairman of the Board of I-Tech, Vicore Pharma and Protem Wessman.

Per Bengtsson, born 1954
Director of the board (new election)
Education: M.D, Ph.D. (cell biology)
Primary experience: 22 years experience from pharmaceutical and biotechnic companies, inter alia as CEO of Probi AB (publ), R&D Manager Pharmacia/Pharmiacia&Upjohn, PlasmaProducts, Medical Manager (Ferring) and Development Manager (Bionor Immuno A/S). Was in the early nineties employed at Karo Bio as Manager of Medicine and Regulatory Affairs and as Project Manager.

Christer Fåhreus, born 1965
Director of the board (new election)
Education: M.Sc. Bioengineering, B.Sc. Mathematics, Ph.D. (hc) Lund University. 3 years of medical studies and doctoral candidate within neurophysiology 

Primary experience: Innovator and Entrepreneur. More than 15 years of CEO-experience and more than a total of 80 years of board experience from development companies and listed companies within medicine technology, IT and pharmaceutical, all with a distinct international profile. Founder of AnotoGroup AB, Precise Biometrics AB, CellaVision AB, Respiratorius AB and Agellis Group AB, among others.
Other assignments: CEO of EQL Pharma AB. Chairman of the Board of Agellis Group AB, Respiratorius AB and Flatfrog Laboratories AB. Member of the Board of EQL Pharma AB, Lunds Universitets Utvecklingsaktiebolag (LUAB), Fårö Capital AB and CellaVision AB.

Elisabeth Lindner born 1956
Director of the board (new election)
Education: M.Sc., MBA.
Primary experience: Senior management in the pharmaceutical industry since the late eighties. Last positions: CEO in Diamyd Medical AB, 2008-2011. Director of Biopharma Process Development at Octapharma AB 2003-2008. Director of development Metcon Medicin AB, 2000-2003. Senior Director Global New Product Introduction Pharmacia Corporation 1997-2000
Other assignments: Chairman of the board and CEO in Biosource Europe AB. Board member in BioInvent International AB, Bostadsrättsföreningen Pagen 6, IND Technologies, member of Kungliga Ingenjörsvetenskapsakademien (IVA)

Jan N. Sandström born 1938
Director of the board (new election)
Education: Pharmacist, university studies in economy
Primary experience: 38 years at AstraZeneca within international marketing, global project management, commercialization and business development and international negotiation of a variety of agreements as vice president for Business Development and Licensing in one of the research companies at AstraZeneca, as well as board member for 12 years in the Swedish Shareholders’ Association. Established a consulting firm specializing in strategy, international business development, recruiting board members, a number of CEOs’ etc. and contributed to the financing of the companies.
Other assignments: Board member in Accelerator AB, GrippingHeart AB, NovaSAID AB, PledPharma AB, TikoMed AB and JNS Consulting AB (Chairman of the board)

Anders Waas born 1957
Director of the board (new election)
Education: Leg. Dentist
Primary experience: CEO with more than 20 years of experience from pharmaceutical-, medical device and biotech industries. He has extensive experience in global development, commercialization and business development with extensive experience of partnering in the U.S. and international markets. He has held several senior positions in product development, business development and commercialization at AstraZeneka, Ciba Geigy, WL GORE &Associates, CV Therapeutics, and Actogenics.
Other assignsments: MIVAC Development AB, Anders Waas AB and Juristfirma Louise Katsler Waas AB.” End quote.

The nominating committee’s proposal about board of directors and nominating committee
The nominating committee, consisting of Bengt Belfrage (Nordea Fonder), chairman, Thomas Josefsson (Borås Postorder AB), Adam Bruce (Carlbergssjön AB), Mikael Lönn (individual mandate) and Bo Håkansson proposed the following in the notice to the annual general meeting:
to re-elect the board members Bo Håkansson, Johan Kördel and Birgit Stattin Norinder and to elect Arne Ferstad, Jan Sandström and Meg Tivéus as new directors,
to re-elect Bo Håkansson as chairman of the board,
that the following principles should apply to the nominating committee: The annual general meeting shall appoint members of the nominating committee for the general meeting 2012. Shareholders with significant holdings should be represented in the nominating committee and the chairman of the board shall be a member of the same. The nominating committee therefore proposes that Adam Bruce, Thomas Josefsson, Mikael Lönn and the chairman of the board are appointed to the nominating committee for the annual general meeting 2012. The nominating committee shall appoint a chairman among themselves, where the chairman of the board shall not be chairman of the committee.

If it, as a result of ownership changes, is deemed appropriate, the nomination committee shall invite additional shareholders to the committee, however, the total number of members shall not exceed six. Should a member of the nominating committee leave the committee before its work is completed, if the committee deems it appropriate, the nominating committee shall request the same shareholder, or if this shareholder is no longer one of the major shareholders, the next largest shareholder to appoint a substitute. Any such changes will be announced on the Company’s website.

The nominating committee shall prepare proposals to be presented at the annual general meeting 2012 for resolution as regards chairman of the general meeting, number of directors and deputy members, remuneration to the board of directors and auditor, electing of chairman of the board, other members of the board and auditor and appointment of and instructions for a nominating committee. 

The term of office of the nominating committee runs until a new nominating committee has been appointed in accordance with the resolution on appointment of the nominating committee by the annual general meeting 2012. The nominating committee shall not receive remuneration, but shall, to the extent it considers necessary, have the right on the account of the Company to utilize reasonable resources, such as external consultants.

For further information please contact:

Fredrik Lindgren, CEO
Mobile: +46 705 616 177

Erika Söderberg Johnson, CFO
Telephone: +46 70 720 48 20

About Karo Bio

Karo Bio is a pharmaceutical company focused on the research and development of innovative drugs for unmet medical needs. Karo Bio’s vision is to become a pharmaceutical company with sustainable profitability, commercial products and a competitive project portfolio.

Karo Bio runs a number of development projects within the indication areas cardiovascular and metabolic diseases, neuropsychiatry, inflammatory conditions, autoimmune diseases, cancer and women’s health. An important foundation for the company’s activities is its unique knowledge of nuclear receptors as target proteins for the development of novel pharmaceuticals, as well as related mechanisms of action. Important processes and competencies within the company include structurally based research, drug discovery, preclinical and clinical development, and medical and regulatory expertise.

Karo Bio has the capacity to process select compounds for niche indications through the whole development chain, while compounds addressing large patient groups require development collaborations or out-licensing at some stage in the process. In addition to proprietary projects, Karo Bio has three strategic collaborations with international pharmaceutical companies.

Karo Bio, headquartered in Huddinge, has 70 employees, and is listed on NASDAQ OMX Stockholm since 1998 (Reuters: KARO.ST).

Karo Bio publishes this information in accordance with the Swedish Securities Markets Act and/or the Swedish Financial Instruments Trading Act. The information was published in Swedish on May 4, 2011, at 09:45 am CET and in English at 13.00 am CET.

This press release is also available online at www.karobio.com (https://www.karobio.com/) and www.newsroom.cision.com