Today, on May 27, 2026, the annual shareholders' meeting was held in Saniona AB. A summary of the adopted resolutions follows below.
Resolution on adoption of accounts and distribution of the company's result for 2025
The annual shareholders' meeting resolved to adopt the profit and loss statement and balance sheet as well as the consolidated profit and loss statement and consolidated balance sheet for 2025. The annual shareholders' meeting also resolved to distribute the company's result in accordance with the proposal from the board of directors, meaning that no dividends are paid for the financial year 2025 and that available funds are carried forward to a new account.
Discharge from liability for the board members and the CEO
The annual shareholders' meeting resolved to discharge the board members and the CEO from liability for the financial year 2025.
Election of board members and auditor as well as remuneration for the board members and auditor
The annual shareholders' meeting resolved, in accordance with the proposal from the Nomination Committee, to re-elect Jørgen Drejer, Anna Ljung, Carl Johan Sundberg and John Haurum as ordinary board members. John Haurum was re-elected as chairman of the board and Jørgen Drejer was re-elected as deputy chairman of the board.
Furthermore, the annual shareholders' meeting resolved, in accordance with the proposal from the Nomination Committee, that remuneration to the board shall be paid with SEK 800,000 to the chairman of the board and with SEK 315,000 to each of the members of the board, who are not employed by Saniona or any of its subsidiaries. Furthermore, it was resolved that remuneration for committee work shall be paid with SEK 100,000 to the chairman of the Audit Committee, with SEK 50,000 to each of the other members of the Audit Committee, with SEK 50,000 to the chairman of the Remuneration Committee, and with SEK 30,000 to each of the other members of the Remuneration Committee, provided that no remuneration for committee work shall be paid to members of the board, who are employed by Saniona or any of its subsidiaries.
Furthermore, the annual shareholders' meeting resolved, in accordance with the proposal from the Nomination Committee, to re-elect Öhrlings PricewaterhouseCoopers AB as auditor and that the remuneration for the auditor shall be paid in accordance with customary norms and approved invoice. Öhrlings PricewaterhouseCoopers AB has notified that the certified accountant Cecilia Andrén Dorselius will continue to be the auditor in charge.
Resolution on instruction and charter for the Nomination Committee
The annual shareholders' meeting resolved, in accordance with the proposal from the Nomination Committee, that a Nomination Committee shall be appointed before coming election and remuneration. The Nomination Committee shall be comprised of three members, which shall be the chairman of the board of directors and two members appointed by the two largest shareholders as of last September. Furthermore, an instruction and charter for the Nomination Committee was adopted.
Resolution on remuneration of the Nomination Committee for work ahead of the annual shareholders' meeting in 2027
The annual shareholders' meeting resolved, in accordance with the proposal from the Nomination Committee, that remuneration should be paid to the members of the Nomination Committee for the work up and until the annual shareholders' meeting to be held in 2027 with SEK 30,000 to each member, who is not also a board member.
Resolution on approval of remuneration report
The annual shareholders' meeting resolved not to approve the board of directors' remuneration report for the financial year 2025.
Resolution on authorization for the board of directors regarding issues
The board of directors resolved, at the annual shareholders' meeting, to withdraw the proposal for authorization for the board of directors regarding issues, since the board of directors had been informed that larger shareholders intended to vote against the proposal, which would result in the required majority requirement not being achieved. As a consequence, the board of directors intends to seek additional input from major shareholders with the aim of presenting a new proposal for resolution at a subsequent general meeting.
Resolution on implementation of a long-term incentive program by way of (A) implementation of LTI 2026; (B) amendment of the Articles of Association; (C) authorization on directed issue of series C shares; (D) authorization on repurchase of series C shares; and (E) resolution on transfer of own ordinary shares
The board of directors resolved, at the annual shareholders' meeting, to withdraw the proposal on implementation of a long-term incentive program since the board of directors had been informed that larger shareholders intended to vote against the proposal, which would result in the required majority requirement not being achieved. As a consequence, the board of directors intends to seek additional input from major shareholders with the aim of presenting a new proposal for resolution at a subsequent general meeting.
Malmö on May 27, 2026
Saniona AB (publ)
For more information, please contact
Thomas Feldthus, CEO, +45 22109957; thomas.feldthus@saniona.com
About Saniona
Saniona is a clinical-stage biopharmaceutical company focused on discovering, developing, and delivering innovative treatments for neurological and psychiatric disorders. The company's internal pipeline includes SAN2668 for paediatric epilepsy syndromes, SAN2219 for epilepsy, and SAN2465 for major depressive disorder. Saniona has established strategic collaborations with leading pharmaceutical companies, including Jazz Pharmaceuticals, which holds global rights to SAN2355 for epilepsy, Acadia Pharmaceuticals, which holds worldwide rights to ACP-711 for essential tremor, and with Medix, which holds rights to tesofensine for obesity in Mexico, where a market authorization application is currently under review, and Argentina. Saniona's ion channel discovery platform is further validated through research collaborations with Boehringer Ingelheim, AstronauTx, and Cephagenix. Headquartered in Copenhagen, Saniona is listed on the Nasdaq Stockholm Main Market.
For more information, visit www.saniona.com.
