MolMed S.p.A.
MILAN : MLM

MolMed S.p.A.

April 23, 2012 12:52 ET

MolMed Shareholders' General Meeting: Board of Directors Approves Regulations of Stock Option Plan 2012

Shareholders' General Meeting

MILAN, ITALY--(Marketwire - April 23, 2012) - The annual Shareholders' General Meeting of MolMed S.p.A. (MILAN:MLM) met today under the chairmanship of Professor Claudio Bordignon to resolve on the items of the agenda.

Item 1 in Ordinary business: approval of the Statutory Financial Statements for year 2011

The General Meeting approved the Statutory Financial Statements for the fiscal year ended 31 December 2011, and resolved to cover the overall recorded loss, amounting to € 21,569,077, by using:

  • part of the share premium reserve to cover € 20,695,480.82;
  • retained earnings to cover € 873,596.45.

The approved financial statements at 31 December 2011 report a total loss reflecting the business model of a biotech company focused on R&D activities and whose economic return is deferred to future years. The loss for FY 2011 is in line with expectations. The approved financial statements report a positive net financial position of € 38.7 million, consisting primarily of cash and current financial assets.

Items 2 and 2 bis in Ordinary business: proposals of confirmation and appointment of members of the Board of Directors

The General Meeting confirmed the number of Board Members as determined in 2010, and approved the proposal of the Board of Directors to confirm Ms. Maurizia Squinzi in the position of non-independent and non-executive member of the Board in replacement of Mr. Renato Botti, as well as the proposal presented by the subscribers of MolMed's Shareholders' Agreement to appoint Mr. Alberto Carletti to the position of non-independent and non-executive member of the Board in replacement of Mr. Luigi Berlusconi. Both will stay in office for the remaining period of the current three-year term, i.e. until approval of the Statutory Financial Statements at 31 December 2012. To date, Ms. Maurizia Squinzi and Mr. Alberto Carletti do not hold shares in the Company.

Item 3 in Ordinary business: deliberation on Section I of the Report on remuneration, pursuant to art. 123-ter of the Italian consolidated law on finance

The General Meeting expressed a positive advisory opinion on the contents of Section I of the Report on the remuneration policy, with specific reference to its programmatic contents and the procedures used for the adoption and implementation of the policy.

Item 4 in Ordinary business: proposed approval of a "Stock Option Plan 2012" related to MolMed ordinary shares, reserved to Executive members of the Board of Directors, General Managers and Directors of the Company

The General Meeting approved the Stock Option Plan 2012, as per the proposed guidelines, for the allotment of a maximum number of 7,000,000 stock options giving the free right to subscribe an equal number of ordinary shares of the Company, in favour of Beneficiaries to be identified by the Board of Directors among Executive members of the Board, General Managers and Directors of MolMed, considering that the number of options was determined on the basis of the current unexpressed book value per unit of the outstanding ordinary shares.

Item 5 in Special business: share capital increase to serve the Stock Option Plan 2012 and consequential amendment of the Corporate bylaws

The General Meeting approved the proposal of the Board of Directors to:

  • increase the share capital by payment, and in a divisible manner, up to a maximum amount of € 1,449,892.95 by the issuance of ordinary shares with regular dividend, with the exclusion of pre- emptive rights under Article 2441, fifth paragraph of the Italian Civil Code and Article 134, second paragraph of Legislative Decree n. 58 of 24 February 1998. This increase is allocated exclusively to execute incentive plans based on financial instruments in favour of the Beneficiaries of MolMed S.p.A., to be identified on one or more occasions by the Board of Directors following the Remuneration Committee's proposal. The deadline for the collection of subscriptions is set at 31 December 2020;

  • grant the Board of Directors the power to implement the resolution of capital increase, also in multiple tranches, within the limits of quantity and time mentioned above and the right to determine, for each issuance, the subscription price of the newly issued shares (and to establish, where appropriate in the interest of the Company, an overcharge of the price), equal to the arithmetic average of the Official Price of ordinary shares for each day of trading on the MTA managed by Borsa Italiana S.p.A. in the period - with reference to each beneficiary and each cycle of attribution - from the day before the date of identification by the Board of the specific beneficiary to the same day of previous month (both inclusive), or as adjusted from time to time;

  • resolve that the rights to subscribe newly issued shares will be personal and not transferable inter vivos; these rights will be awarded and will expire in accordance with the Stock Option Plan 2012 in favour of the Beneficiaries of MolMed S.p.A.;

  • grant the Board of Directors all necessary or useful power, including the possibility of sub- delegating to one or more of its members, the preparation of one or more regulations of the incentive plans;

  • amend Article 5 of the Corporate bylaws accordingly.

Item 6 in Special business: amendments of Articles 5, 18 and 29 of the Corporate bylaws in order to adapt their contents to the new share capital and to legislation updates

The General Meeting approved the amendments proposed by the Board of Directors to Articles 5, 18 and 29 of the Corporate bylaws, in order to update the contents relative to the share capital increase following the approval of the Stock Option Plan (item 5 in Special business), and to implement the new Italian rules (Law n. 120 of 12 July 2011 and Articles 114-undecies, 147-ter and 148 of the Consolidated Law on Finance [TUF]). Such rules are designed to introduce criteria aimed at assuring a gender balance in the composition of Boards of management and control of listed companies.

The General Meeting granted the Chairman the broadest powers to give effect to the resolutions, also through attorneys, including the formalities related to filings and publications in compliance with the terms and conditions of the law.

Board of Directors

Upon closure of the Shareholders' General Meeting, the Board of Directors met and, on the basis of the proposal of the Remuneration Committee:

  • approved the Regulations of the Stock Option Plan 2012;

  • identified the Beneficiaries of the Plan, as reported in the attached table.

The Board also verified that Mr. Alberto Carletti and Ms. Maurizia Squinzi meet the requirements prescribed by regulations to hold position as non-independent and non-executive members of the Board, and that their offices as Director or Auditor vested in other companies do not exceed the limits identified by the Board's decision of May 7, 2008.

The official Corporate Financial Reporting Manager of MolMed S.p.A., Enrico Cappelli, herewith attests, pursuant to Article 154-bis, paragraph 2 of the Italian Consolidated Law on Finance (Legislative Decree 58/1998), that the accounting disclosure contained in this press release matches documentary evidence, corporate books, and accounting records.

This press release is written in compliance with public disclosure obligations established by CONSOB (Italian securities & exchange commission) resolution no. 11971 of 14.5.1999, as subsequently amended.

About MolMed

MolMed S.p.A. is a biotechnology company focused on research, development and clinical validation of novel antitumour therapies. MolMed's pipeline includes two novel therapeutics in clinical development: TK, a cell- based therapy enabling bone marrow transplants from partially compatible donors, in Phase III in high-risk acute leukaemia; NGR-hTNF, a novel vascular targeting agent (VTA), in Phase III in malignant pleural mesothelioma and in Phase II in six more indications: colorectal, lung (small-cell and non-small-cell), liver and ovarian cancer, and soft tissue sarcomas. MolMed also offers top-level expertise in cell and gene therapy to third parties to develop, conduct and validate projects from preclinical to Phase III trials, including scale-up and cGMP production of clinical-grade viral vectors, and manufacturing of patient-specific genetically engineered cells. MolMed is headquartered at the San Raffaele Biomedical Science Park in Milan, Italy. The Company's shares are listed on the Milan Stock Exchange, at the Standard segment (class I) of the MTA managed by Borsa Italiana. (MILAN:MLM).

DISCLAIMER

This press release may contain certain forward-looking statements. Although the Company believes its expectations are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, including scientific, business, economic and financial factors, which could cause actual results to differ materially from those anticipated in the forward-looking statements. The Company assumes no responsibility to update forward-looking statements or adapt them to future events or developments. This document does not constitute an offer or invitation to subscribe or purchase any securities of MolMed S.p.A.

FULL VERSION OF THIS PRESS RELEASE (WITH ATTACHMENT) AVAILABLE ON MOLMED'S WEBSITE (www.molmed.com)

Contact Information

  • Investor Relations: MolMed S.p.A.
    Holger Neecke
    Director Business Development & Investor Relations
    +39 02 21277.205
    +39 02 21277.325 (FAX)
    investor.relations@molmed.com

    Administration, Finance and Control: MolMed S.p.A.
    Enrico Cappelli
    Chief Financial Officer
    +39 02 21277.302
    +39 02 21277.325 (FAX)
    afc@molmed.com
    www.molmed.com