Full Press Release Details
AGENDA AND EXPLANATORY NOTES
2024 ANNUAL GENERAL MEETING OF AFFIMED N.V.
to be held on Wednesday June 26, 2024, starting at 09:00 hrs. (CET), at the offices of De Brauw Blackstone Westbroek N.V.,
Burgerweeshuispad 201, 1076 GR Amsterdam, the Netherlands
| Agenda | ||||
| 1. | Opening | Non-Voting | ||
| 2. | Report by the Management Board for the financial year 2023 | Non-Voting | ||
| 3. | Adoption of the Statutory Annual Accounts for the financial year 2023 | Voting item | ||
| 4. | Discharge of the managing directors for their management during the financial year 2023 | Voting item | ||
| 5. | Discharge of the supervisory directors for their supervision during the financial year 2023 | Voting item | ||
| 6. | Reappointment members of the Management Board | |||
| a. Reappointment of Dr. Andreas Harstrick as a managing director | Voting item | |||
| b. Reappointment of Dr. Wolfgang Fischer as a managing director | Voting item | |||
| c. Reappointment of Ms. Denise Michele Mueller as a managing director | Voting item | |||
| 7. | Composition of the Supervisory Board | Non-Voting | ||
| 8. | Increase authorized share capital; Amendment of the articles of association | Voting item | ||
| 9. | Proposals to authorize the Management Board to issue shares and to restrict and/or exclude pre-emptive rights | |||
| a. Authorization of the Management Board to issue shares and/or grant rights to subscribe for shares | Voting item | |||
| b. Authorization of the Management Board to restrict and/or exclude pre-emptive rights in connection with agenda item 9a | Voting item | |||
| 10. | Cancellation of shares | Voting item | ||
| 11. | Appointment of the auditor for the financial year 2024 | Voting item | ||
| 12. | Any other business | Non-Voting | ||
| 13. | Closing | Non-Voting |
Explanatory Notes to the Agenda
This agenda item includes an account of the business and financial situation of Affimed N.V. (the Company or
Affimed ) during the financial year 2023.
The Company has prepared its financial statements in accordance with Dutch law and International Financial Reporting Standards
( IFRS ) (the Statutory Annual Accounts ).
The Company follows IFRS for internal and external reporting
purposes; it is the Company s primary accounting standard. The Statutory Annual Accounts are the annual accounts that are being submitted to the general meeting for adoption. KPMG Accountants N.V. has audited the Statutory Annual Accounts and
has issued an auditor s report thereon.
It is proposed to adopt the Statutory Annual Accounts for the financial year 2023.
The Statutory Annual Accounts as prepared in accordance with Dutch law together with KMPG auditor s report, will be published on the
Company s website and will also be available at the offices of the Company.
It is proposed to discharge any managing director in office during the financial year 2023 from liability in respect
of the performance of their management duties during the financial year 2023.
It is proposed to discharge any supervisory director in office during the financial year 2023 from liability in
respect of the performance of their supervision duties during the financial year 2023.
The terms of appointment of Dr. Wolfgang Fischer, Dr. Andreas Harstrick and Ms. Denise Michele Mueller will run until the
closure of this annual general meeting of the Company (the 2024 AGM ).
Each of Dr. Fischer, Dr. Harstrick and Ms. Mueller are proposed for
reappointment as members of the Company s management board (the Management Board ) for a term of one year with effect as from June 26, 2024, ending at the end of the annual general meeting of the Company to be held
in 2025 (the 2025 AGM ).
As previously announced, the Company has initiated a comprehensive search process to
identify a new Chief Executive Officer; this search process is still ongoing. In the interim, until a new Chief Executive Officer ( CEO ) has been appointed, the Chief Medical Officer of the Company, Dr. Andreas Harstrick,
subject to his reappointment at the 2024 AGM, will assume the role of acting CEO.
a. Reappointment of Dr. Andreas Harstrick as a
The Company s supervisory board (the Supervisory Board ) has made a binding nomination
for the reappointment of Dr. Andreas Harstrick as a managing director. Subject to his reappointment at the 2024 AGM, Dr. Harstrick will be designated as Chief Medical Officer, and, until a new CEO has been appointed, as acting Chief
Executive Officer and chairman of the Management Board. Given Dr. Harstrick s proven clinical development experience, which is important for the continued development of Affimed, and his valuable contributions to Affimed, including as
acting CEO, the Supervisory Board is of the opinion that Affimed will continue to benefit from Dr. Harstrick s membership on the Management Board.
Dr. Harstrick was born in Hildesheim, Germany, on 25 July 1961 (German nationality). Dr. Harstrick agreed to serve as our Chief
Medical Officer, starting in March 2020. He brings 30 years of extensive experience in cancer drug development, including the successful designing of clinical trials leading to approval of antibody drugs (Erbitux ; Cyramza ) and in-depth experience in setting-up and
managing clinical oncology teams. Dr. Harstrick was Chief Medical Officer at Molecular Partners AG from 2015 to 2019, where he oversaw clinical activities, including expansion of the clinical team, and was a member of the Management Board.
Between 2012 and 2014, Dr. Harstrick was Senior Vice President Medical Sciences at ImClone Systems, a wholly-owned subsidiary of Eli Lilly and Company, where he was also a member of the Lilly Oncology Program Review Board and the Lilly Oncology
Business Unit Development Committee. Prior to joining ImClone in 2008, Dr. Harstrick was Senior Vice President Global Clinical Development Unit Oncology at Merck Serono until 2008. Dr. Harstrick is an oncologist by training. He spent his
medical career at the University Hospital and Cancer Center Hannover, Germany; the Roswell Park Cancer Institute, Buffalo NY; as well as the West German Cancer Center, Essen, Germany. He earned his MD at Medical School Hannover, Germany, and in 1999
he became Associate Professor for Internal Medicine, University of Essen, Germany.
Subject to and with effect from Dr. Harstrick s reappointment,
Dr. Harstrick s amended management services agreement provides for a term of appointment of one year ending at the end of the 2025 AGM. The remuneration of Dr. Harstrick will be determined in line with the remuneration policy as
applicable to the members of the Management Board. Below is an overview of the most important elements of Dr. Harstrick s management services agreement, including the remuneration package for Dr. Harstrick.
| Fixed annual salary: | EUR 485,510 gross | |
| Variable compensation (cash bonus): | Target of 55% of the fixed annual salary | |
| Pension and other benefits: | EUR 65,300 gross (to be used for pension plans, retirement insurance etc.) | |
| Long-term equity incentive: | Participation in Affimed s equity incentive award plan (unchanged since previous disclosure) | |
| Severance: | 50% of the fixed annual salary, increased with average variable compensation over the last 3 years | |
| Change of control payment: | 150% of the fixed annual salary, increased with average variable compensation over the last 3 years | |
| Post-termination restrictive covenants: | Non-competition covenant until 12 months and non-solicitation covenant until 2 years after agreement has ended | |
| Termination notice period: | Not less than 6 months for both parties | |
| Reappointment notice period: | Notice by the Supervisory Board not less than 3 months prior to expiration term of office |
b. Reappointment of Dr. Wolfgang Fischer as a managing director
The Supervisory Board has made a binding nomination for the reappointment of Dr. Wolfgang Fischer as a managing director. Subject to his
reappointment at the 2024 AGM, Dr. Fischer will be designated as Chief Operating Officer. Given Dr. Fischer s long and broad industry experience and valuable contributions to the Company, the Supervisory Board is of the opinion that
Affimed will continue to benefit from Dr. Fischer s membership on the Management Board.
Dr. Fischer was born in Stockach,
Germany, on January 5, 1964 (German nationality). Dr. Fischer joined us in 2017 from Sandoz Biopharmaceuticals (Novartis Group). He has over 20 years of experience in research and drug development with a focus on oncology, immunology, and
pharmacology. At Sandoz he managed the development and registration of Sandoz biosimilar pipeline assets since 2012 and served as Global Head of Program and Project Management since 2014. Prior to joining Sandoz, he held various positions of
increasing responsibility within the Novartis Group since 2003, including Medical
Director Oncology for Novartis Pharma Switzerland AG as well as Regional Medical Director Hematology (Emerging Growth Markets), where he was responsible for the Hematology Medical Affairs program
and supported the launch of several products in various countries. Dr. Fischer holds a Ph.D. in Cancer Research from the Swiss Federal Institute of Technology (ETH), Zurich, Switzerland. Thereafter, he completed postdoctoral fellowships at the
Swiss Institute of Experimental Cancer Research, Lausanne, Switzerland and at the Scripps Research Institute, Department of Immunology, La Jolla, CA, USA, followed by a state doctorate (Habilitation) in Pharmacology and Toxicology at the Medical
School of the University of W rzburg in Germany in 2003.
Subject to and with effect from Dr. Fischer s reappointment,
Dr. Fischer s amended management services agreement provides for a term of appointment of one year ending at the end of the 2025 AGM. The remuneration of Dr. Fischer will be determined in line with the remuneration policy as
applicable to the members of the Management Board. Below is an overview of the most important elements of Dr. Fischer s management services agreement, including the remuneration package for Dr. Fischer.
| Fixed annual salary: | EUR 402,948 gross | |
| Variable compensation (cash bonus): | Target of 40% of the fixed annual salary | |
| Pension and other benefits: | EUR 65,300 gross (to be used for pension plans, retirement insurance etc.) | |
| Long-term equity incentive: | Participation in Affimed s equity incentive award plan (unchanged since previous disclosure) | |
| Severance: | 50% of the fixed annual salary, increased with average variable compensation over the last 3 years | |
| Change of control payment: | 150% of the fixed annual salary, increased with average variable compensation over the last 3 years | |
| Post-termination restrictive covenants: | Non-competition covenant until 12 months and non-solicitation covenant until 2 years after agreement has ended | |
| Termination notice period: | Not less than 6 months for both parties | |
| Reappointment notice period: | Notice by the Supervisory Board not less than 3 months prior to expiration term of office |
c. Reappointment of Ms. Denise Michele Mueller as a managing director
The Supervisory Board has made a binding nomination for the reappointment of Ms. Denise Michele Mueller as a managing director. Subject to
her reappointment at the 2024 AGM, Ms. Mueller will be designated as Chief Business Officer. Given Ms. Mueller s experience and track record in global marketing, product launches and business development and valuable contributions to
the Company, the Supervisory Board is of the opinion that Affimed will continue to benefit from Ms. Mueller s membership on the Management Board.
Ms. Mueller was born in Schenectady, New York, United States of America, on 24 January 1969, (American nationality). Ms. Mueller
has broad experience in commercial strategy and business development. She has held leadership roles in U.S. and global marketing including launch of new products and line extensions in-line and globally.
Ms. Mueller has also held the position of Disease Area Lead for multiple therapeutic areas where she was responsible for disease area strategy, indication strategy for multiple assets, early commercial development, and market shaping. In
addition to broad and extensive commercial experience, Ms. Mueller led and managed two of Pfizer s largest alliances and was the business development lead for Pfizer s rare disease business unit. Prior to joining pharmaceuticals,
Ms. Mueller worked in hospital management running Emergency Medicine, Critical Care, in-house Pediatrics, and hospitalist programs. Ms. Mueller holds a B.A. in Mathematics from Virginia Polytechnic
and State University.
Subject to and with effect from Ms. Mueller s reappointment, Ms. Mueller s amended management
services agreement with Affimed Inc., a subsidiary of the Company, provides for a term of appointment of one year ending at the end of the 2025 AGM. The remuneration of Ms. Mueller will be determined in line with the remuneration policy as
applicable to the members of the Management Board. Below is an overview of the most important elements of Ms. Mueller s management services agreement, including the remuneration package for Ms. Mueller.
| Fixed Annual Salary: | USD 426,400 (EUR 394,815) gross | |
| Variable compensation (cash bonus): | Target of 40% of the fixed annual salary | |
| Pension and other benefits: | (i) USD 50,328 (EUR 46,600) gross (to be used for pension plans, retirement insurance etc.) and (ii) Consolidated Omnibus Budget Reconciliation Act (COBRA) health benefits for a period of 12 months | |
| Long-term equity incentive: | Participation in Affimed s equity incentive award plan | |
| Severance: | 75% of the fixed annual salary and variable compensation | |
| Change of control payment: | Upon termination following a change of control, 125% of the fixed annual salary and variable compensation, increased with prorated target bonus for the year of termination |
| Post-termination restrictive covenants: | Non-competition covenant until 12 months and non-solicitation covenant until 2 years after agreement has ended | |
| Termination notice period: | Not less than 45 days for both parties | |
| Reappointment notice period: | Notice by the Supervisory Board not less than 3 months prior to expiration term of office |
The terms of appointment for Ms. Uta Kemmerich-Keil, Dr. Ulrich Grau and Dr. Mathieu Simon will run until the closure of the
2024 AGM. Each of them has indicated that they will not be available for reappointment.
The Supervisory Board and Management Board thank
each of Ms. Uta Kemmerich-Keil, Dr. Ulrich Grau and Dr. Mathieu Simon for their invaluable services as members of the Supervisory Board and for providing strong support to Affimed.
The Supervisory Board has decided to reduce the number of Supervisory Board members from 7 members to 5 members. As a result, following the
retirement of Ms. Uta Kemmerich-Keil, Dr. Ulrich Grau and Dr. Mathieu Simon, one vacancy will open on the Supervisory Board after the 2024 AGM. The search for a new candidate to fill this vacancy is ongoing.
With these changes, after the 2024 AGM, the Supervisory Board will be comprised of four members, each of whom is independent.
It is proposed to amend the authorized share capital of the Company in article 3.1.1. of the Company s articles of association. The
current authorized share capital of the Company allows for the issuance of a maximum of 31,195,000 shares. As a result of, inter alia, share issuances and employee grants, approximately 13.1 million authorized shares are available for future
purposes. To create further flexibility for the Company to raise capital, it is proposed to increase the authorized share capital to 75,000,000 shares, or EUR 7,500,000, as reflected in the deed of amendment of the Company s articles of
association. This will allow the Company to have the flexibility to execute its long-term strategy. Together with the share issue proposals under agenda item 9, below, this will bring the Company s ability to raise capital in line with U.S.
The proposed deed of amendment of the articles of association of the Company is available on
the website of the Company (www.affimed.com). In addition, shareholders will have the opportunity to receive a copy of the proposed deed until the day of the 2024 AGM, at no extra charge at the Company s office, located at
Gottlieb-Daimler Stra e 2, 68165 Mannheim, Germany.
This agenda item also includes the proposal to authorize each managing director
of the Company, as well as each lawyer and paralegal practising with De Brauw Blackstone Westbroek N.V., to execute the notarial deed of amendment of the articles of association.
This agenda item consists of two voting items:
It is proposed to renew the authorization of the Management Board, for a period of 18 months
from the date of this general meeting (i.e. June 26, 2024 up to and including December 26, 2025) and subject to the approval of the Supervisory Board, to issue shares (either in the form of stock dividends or otherwise) and/or grant rights
to subscribe for shares in the share capital of the Company, up to 100% of the issued and outstanding share capital of the Company as per the date of this general meeting (i.e., up to 30,454,926 shares in the share capital of the Company, based on
an issued and outstanding share capital of 15,227,463.1 as per the date of this general meeting).
It is proposed to renew the authorization of the Management Board, for a period of 18 months from the date of this general meeting (i.e.
June 26, 2024 up to and including December 26, 2025) and subject to the approval of the Supervisory Board, to restrict or exclude pre-emptive rights accruing to shareholders in respect of an issuance
of shares or granting of rights to subscribe for shares in relation to any issuance or granting of rights as referred to under 9a.
Pursuant to Dutch law and the Company s articles of association, the resolution under this agenda item 9b requires a two thirds majority