Pratteln, Switzerland, June 18, 2024 - 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 4,535,785 shares or 35.9% of the Company's share capital.
Approval of the 2023 Annual Report and discharge of corporate bodies
The shareholders approved the Annual Report, the annual financial statements and the consolidated financial statements for 2023, 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 2023.
Approval of amendments to the Articles of Incorporation
In four separate votes, the shareholders approved various amendments to the Articles of Incorporation to bring them in line with the revised Swiss corporate law, which came into force on January 1, 2023. The revision of corporate law aimed, among other things, to improve corporate governance, to modernize corporate law and to integrate the rules on remuneration for listed companies in the statute.
Members of the Board of Directors and the Compensation Committee re-elected
Shareholders re-elected Thomas Meier, PhD, Philipp Gutzwiller, Bradley C. Meyer and Otto Schwarz, PhD, to serve another one-year term on the Board of Directors. In addition, shareholders re-elected Thomas Meier, PhD, as Chairman of the Board of Directors. As members of the Compensation Committee, the shareholders confirmed Thomas Meier, PhD, and Bradley C. Meyer (Committee Chairman).
Compensation Report and remuneration for Board and Executive Management approved
In a consultative vote, the shareholders endorsed the Compensation Report 2023. 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 2024 AGM to the 2025 AGM) and for the members of the Executive Management (maximum total amount of fixed compensation for 2025, variable cash compensation for 2023 and variable compensation in the form of Share Appreciation Rights and Performance Share Units for 2024).
AGM documents
Details and accompanying explanations on all 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 2024 AGM will also be available.
About Santhera
Santhera Pharmaceuticals.
AGAMREE® 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.
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Attachment
- 2024 06 18_AGM-resolutions_e_final (https://ml-eu.globenewswire.com/Resource/Download/e3ba8e1e-53e5-4c64-a353-765e8f76ad07)
