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 bodies
The 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 replacement
The 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-)elected
Shareholders 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 approved
In 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 documents
Details 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 Santhera
Santhera Pharmaceuticals.
Raxone® is a trademark of Santhera Pharmaceuticals.
For further information please contact:
public-relations@santhera.comor
Eva Kalias, Head Investor Relations & Communications
Phone: +41 79 875 27 80
eva.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.
# # #
Attachment
- 2023 06 27_AGM-resolutions_e_final (https://ml-eu.globenewswire.com/Resource/Download/072bd601-a64c-4256-9c12-772f4d2b3412)
