Resolution at BioInvent’s Annual General Meeting 2016

Lund, Sweden – 12 May 2016 – BioInvent International AB (publ) (BINV)

BioInvent’s Annual General Meeting (the “AGM”) on 12 May resolved to elect An van Es Johansson, Leonard Kruimer, Martin Nicklasson and Vincent Ossipow as new board members, and to implement an incentive program for the company’s employees in the form of a subscription warrants program.

The AGM voted in favor of adopting the income statements and balance sheets for the Group and the parent company for the financial year 2015, and decided that the accumulated loss of SEK -11,233,718 should be carried forward.

The AGM discharged the Board members and the CEO from liability, reelected the ordinary Board members Björn O. Nilsson, Lars Ingelmark and Birgitta Stymne Göransson, and elected An van Es Johansson, Leonard Kruimer, Martin Nicklasson and Vincent Ossipow as new Board members. Björn O. Nilsson was re-elected Chairman of the Board. The auditing firm KPMG was re-elected as the company’s auditor for a term of two years.

The AGM resolved that the Board’s fees shall remain unchanged at SEK 400,000 to the Chairman of the Board and SEK 160,000 to each of the other Board members, who are not employed by the company. In addition hereto, the AGM resolved on fees for committee work in the amounts of SEK 50,000 to the Chairman of the Audit Committee, SEK 40,000 to each of the other members of the Audit Committee, if any, and SEK 20,000 to each of the members in the Remuneration Committee. Fee for committee work shall not be paid to the Chairman of the Board.

Further, the AGM resolved in accordance with the Board’s proposal on guidelines for remuneration of executive management.

The AGM further resolved to adopt an incentive program for the company’s employees in the form of a subscription warrants program. The incentive program entails that a maximum of 2,650,000 subscription warrants shall be issued and may result in a maximum dilution effect of approximately 0.9 percent. The program includes all employees except the CEO and other senior executives comprised by the stay-on bonus program implemented 2015. The subscription warrants are transferred at market value and each employee may be allotted a maximum of 50,000 subscription warrants. Subscription of shares by exercise of subscription warrants shall take place during the period from and including 1 July 2019 up to and including 1 December 2019. The subscription price per share shall be SEK 2.81. As part of the incentive program, participants who remain in their employment with the company as per 1 June 2019 receive a stay-on bonus corresponding to two times the amount paid for the acquired subscription warrants, however no more than SEK 60,000.

Finally, the AGM authorised the Board of Directors to resolve on the issue of new shares, on one or several occasions during the period up to the next annual general meeting. The number of shares to be issued by virtue of the authorisation shall not exceed 15 per cent of the registered share capital (as per the date of the resolution on the issue of new shares). The issue may take place with or without a deviation from the shareholders’ preferential right and with or without provisions on contribution in kind or set-off or any other terms. The purpose of the authorisation is to increase the company’s financial flexibility and enable acquisitions by payment of shares. If the Board resolves on an issue with deviation from the shareholders’ preferential right the reason may be to add new capital and/or new company owners of strategic importance to the company and/or the acquisition of other companies or businesses. At a deviation from the shareholders’ preferential right, the issue rate shall be determined in accordance with market conditions. Other terms may be resolved by the Board.

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To the editors:

About BioInvent
BioInvent International AB, listed on Nasdaq Stockholm, develops immune oncology drugs. With one of the world’s largest antibody libraries, and a unique, proprietary discovery method, BioInvent can identify the optimal cellular targets and antibodies for the treatment of various tumor types. BioInvent has also considerable experience in and a facility for process development and production of antibodies for clinical studies. This makes it possible to develop proprietary drug projects, but also to supply leading international pharmaceutical companies with effective tools for their drug development. BioInvent currently has three proprietary projects in or close to clinical development and partnership agreements with seven global pharmaceutical and biotech companies. More information is available at www.bioinvent.com.

For further information, please contact:
Michael Oredsson
President and CEO
+46 (0)46 286 85 67
+46 (0)70716 89 30
michael.oredsson@bioinvent.com

BioInvent International AB (publ)
Co. reg. No: 556537-7263
Visiting address: Sölvegatan 41
Mailing address: 223 70 LUND
Phone: +46(0)46 286 85 50
info@bioinvent.com
www.bioinvent.com

The press release contains statements about the future, consisting of subjective assumptions and forecasts for future scenarios. Predictions for the future only apply as of the date they are made and are, by their very nature, in the same way as research and development work in the biotech segment, associated with risk and uncertainty. With this in mind, the actual outcome may deviate significantly from the scenarios described in this press release.

Information disclosed in this press release is provided herein pursuant to the Swedish Securities Markets Act and/or the Swedish Financial Instruments Trading Act. The information was submitted for publication at 7.30 p.m. CET, on 12 May 2016.