Pratteln, Switzerland, June 30, 2022 – Santhera Pharmaceuticals (SIX: SANN) announces that its shareholders have approved all proposals by the Board of Directors at the Annual General Meeting (AGM) held today at the Company’s domicile in Pratteln, Switzerland. In total, 14,118,025 shares equaling 19.2% of the Company’s share capital were represented.
Approval of the 2021 Annual Report, results appropriation, allocation of reserves and discharge
The shareholders endorsed the Annual Report, the annual financial statements and the consolidated financial statements for 2021, the appropriation of the net result to new account as well as the allocation of reserves from capital contributions to free reserves. Furthermore, the shareholders granted discharge to the members of the Board of Directors and Executive Management for the financial year 2021.
Consent to authorized capital increase and reduction of nominal share value
The shareholders approved an ordinary capital increase by CHF 2,656,782 (and its extension until June 29, 2024) as well as a reduction of the nominal value of the shares from CHF 1.00 to CHF 0.01 per share, with allocation of the amount by which the Company’s share capital will be reduced to the reserves from capital contribution.
Members of the Board of Directors and the Compensation Committee re-elected
Shareholders re-elected Philipp Gutzwiller, Thomas Meier, PhD, and Patrick Vink as members of the Board of Directors, each 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 Patrick Vink and elected Thomas Meier, PhD.
Elmar Schnee, Chairman of the Board and member of the Compensation Committee of Santhera since 2017, did not stand for re-election (as per amendment to the AGM invite).
Compensation Report and remuneration for Board and Executive Management approved
In a consultative vote, the shareholders endorsed the Compensation Report 2021. 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 2022 AGM to the 2023 AGM) and for the members of the Executive Management (maximum total amount of fixed compensation for 2023 and variable compensation for 2021/22).
The “Invitation to the Annual General Meeting of Shareholders” with full proposals and explanations on the agenda items as well as the “Amendments to the Motions of the Board of Directors to the Annual General Meeting (AGM)” are available on Santhera’s website at https://www.santhera.com/share-bondholder-meetings. From the end of next week, the minutes of the AGM 2022 will also be available.
Based on the current COVID-19 legislation, the shareholders were mandated to exercise their rights solely via the independent proxy.
Santhera 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. Santhera 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 DMD as an alternative to standard corticosteroids. The Company plans to complete the rolling submission of its filing for approval for vamorolone with the U.S. FDA. 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:
Eva Kalias, Head Investor Relations and Communications
Phone: +41 79 875 27 80
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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