Shareholders Approve all Board Proposals at Today’s Annual General Meeting
27 Juin 2023 - 2:30PM
Shareholders Approve all Board Proposals at Today’s Annual General
Meeting
Pratteln, Switzerland, June 27,
2023 – Santhera Pharmaceuticals (SIX: SANN) announces that its
shareholders approved all motions
by the Board of Directors at the Annual General Meeting
(AGM) held today in Pratteln,
Switzerland, with a large
majority. Participating
shareholders represented a total of 26’037’561 shares or 20.7% of
the Company’s share
capital.
Approval of the 2022 Annual Report and
discharge of corporate bodiesThe shareholders approved the
Annual Report, the annual financial statements and the consolidated
financial statements for 2022, as well as the appropriation of the
annual result and its offset against free reserves. Furthermore,
the shareholders granted discharge to the members of the Board of
Directors and Executive Management for the financial year 2022.
Consent to reverse share split, capital
range and conditional capital
replacementThe shareholders approved a reverse
share split in the ratio of 10:1, to be implemented by early July.
Shareholders also gave their consent to the creation of a capital
range which authorizes the Board of Directors of Santhera to
increase or reduce the share capital within a certain range and
over a period of up to five years. Furthermore, shareholders
endorsed the replacement of the existing conditional capitals for
financing purposes and for employee participations by corresponding
new, increased conditional capitals.
Members of the Board of Directors and
the Compensation Committee
(re-)electedShareholders
re-elected Thomas Meier, PhD, and Philipp Gutzwiller to serve
another one-year term on the Board of Directors. Additionally,
Bradley C. Meyer and Otto Schwarz, PhD, were newly elected as
members of the Board of Directors, also for a term of one year. In
addition, shareholders elected Thomas Meier, PhD, as Chairman of
the Board of Directors. As members of the Compensation Committee,
the shareholders confirmed Thomas Meier, PhD, and elected Bradley
C. Meyer (Committee Chairman).
Patrick Vink, member of Santhera’s Board and
Chairman of the Compensation Committee since 2017, decided not to
stand for re-election.
Compensation Report and remuneration for
Board and Executive Management approvedIn a consultative
vote, the shareholders endorsed the Compensation Report 2022. In
separate binding votes, Santhera’s shareholders agreed to the
compensation for members of the Board of Directors (maximum total
amount of fixed compensation covering the period from the 2023 AGM
to the 2024 AGM) and for the members of the Executive Management
(maximum total amount of fixed compensation for 2024 and variable
compensation for 2022/23).
AGM documentsDetails and
accompanying explanations on the motions, which were all approved
by the AGM, can be viewed in the “Invitation to the Annual General
Meeting of Shareholders” available on Santhera’s website at
https://www.santhera.com/share-bondholder-meetings. From the end of
next week, the minutes of the AGM 2023 will also be available.
About SantheraSanthera
Pharmaceuticals (SIX: SANN) is a Swiss specialty pharmaceutical
company focused on the development and commercialization of
innovative medicines for rare neuromuscular and pulmonary diseases
with high unmet medical need. The Company has an exclusive license
for all indications worldwide to vamorolone, a dissociative steroid
with novel mode of action, which was investigated in a pivotal
study in patients with Duchenne muscular dystrophy (DMD) as an
alternative to standard corticosteroids. For vamorolone in the
treatment of DMD, Santhera has a new drug application (NDA) under
review by the U.S. FDA, a marketing authorization application (MAA)
under review by the European Medicines Agency (EMA) and an MAA
submitted to the UK Medicines and Healthcare products Regulatory
Agency (MHRA). The clinical stage pipeline also includes
lonodelestat to treat cystic fibrosis (CF) and other neutrophilic
pulmonary diseases. Santhera out-licensed rights to its first
approved product, Raxone® (idebenone), outside North America and
France for the treatment of Leber's hereditary optic neuropathy
(LHON) to Chiesi Group. For further information, please visit
www.santhera.com.
Raxone® is a trademark of Santhera
Pharmaceuticals.
For further information please
contact: public-relations@santhera.com orEva Kalias, Head
Investor Relations & CommunicationsPhone: +41 79 875 27
80eva.kalias@santhera.com
Disclaimer / Forward-looking
statements This communication does not constitute an offer
or invitation to subscribe for or purchase any securities of
Santhera Pharmaceuticals Holding AG. This publication may contain
certain forward-looking statements concerning the Company and its
business. Such statements involve certain risks, uncertainties and
other factors which could cause the actual results, financial
condition, performance or achievements of the Company to be
materially different from those expressed or implied by such
statements. Readers should therefore not place undue reliance on
these statements, particularly not in connection with any contract
or investment decision. The Company disclaims any obligation to
update these forward-looking statements.
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- 2023 06 27_AGM-resolutions_e_final
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