Decision by Extraordinary General Meeting of Active Biotech AB (publ)
The principal conditions for stock options are as follows:
- Stock options of series 1 will be allotted in December 2003, granting the opportunity for employees to acquire a maximum of 330,000 shares during the period June 1, 2006 to May 31, 2009. Stock options of series 2 and 3 will be allotted in June 2005 and June 2006 respectively, giving employees the opportunity to acquire a maximum of 330,000 shares during the period June 1, 2007 to May 31, 2010 and a maximum of 340,000 shares during the period June 1, 2008 to May 31 2011.
- The exercise price for stock options of series 1 will be fixed at approximately 150 percent of the average price quoted on the stock exchange during the period from December 10 until December 16, 2003. The exercise price for stock options of series 2 and 3 will be fixed at approximately 120 percent of the average price quoted on the stock exchange during the final five trading days of May 2005 and of May 2006, respectively.
- The stock options shall be allocated without payment with a maximum of 33,600 being allotted to the CEO and a lower number per person to other employees.
To secure the obligations in accordance with the stock option program, it was also decided, in accordance with a proposal by the Board, to issue a total of a maximum of 1,330,000 warrants for the subscription of new shares to a wholly owned subsidiary of Active Biotech AB under conditions corresponding to those applicable for the stock options. Full exercise of the stock options will result in a dilution effect corresponding to approximately 3.8 percent of the share capital.
Amendment of Articles of Association
At the Extraordinary General Meeting, a decision was also made to amend Section 5 of the Articles of Association. Section 5 is now worded as follows:
"The par value of the share shall be SEK 10 (ten)."
As a result of this amendment of Section 5 of the Articles of Association, all shares in the company will be of the same class, meaning that all shares will carry equal voting rights and that the Board will no longer permit the issue of Series A or Series B shares. The decision from the Extraordinary General Meeting shall be effected in the VPC (Swedish Securities Register Center) system with an order day on December 23, 2003. The final day for trading in Series A and Series B Active Biotech AB shares on Stockholmsbörsen (Stockholm Exchange) will be December 18, 2003 and the first day for trading in the single class of shares will be December 19, 2003.
Lund, December 8, 2003
Active Biotech AB (publ)
THE BOARD OF DIRECTORS
Active Biotech AB is a biotechnology company focusing on research in and development of pharmaceuticals. Active Biotech has a strong R&D portfolio and pipeline products with focus primarily on autoimmune/inflammatory diseases and cancer. Most advanced projects include orally administered small molecules with unique immunomodulatory properties that can be used to treat autoimmune and inflammatory diseases, as well as a novel concept for use in cancer immunotherapy.
Active Biotech AB
Box 724, SE-220 07 Lund, Sweden
Tel: +46 (0)46-19 20 00
Fax: +46 (0)46-19 20 50