Santhera’s Shareholders Approve all Board Proposals at Today’s Annual General Meeting
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Pratteln, Switzerland, **June** **2**2**, 202**1** – 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,** 8,5**78**,**380** shares equaling** 27.**4**%** of the Company’s share capital were represented. *
“I am very grateful to Santhera’s shareholders for their steadfast support and consent at today’s AGM,” said *Elmar Schnee, Chairman of the Board of Directors*. “With the exciting results from the VISION DMD study with vamorolone in Duchenne muscular dystrophy (DMD), our Company is in the starting blocks to embark on the growth path. Our shareholders’ approval provides Santhera with flexibility to a range of alternative financing, including non-dilutive options, while ensuring the Company is adequately capitalized as we prepare for the launch of vamorolone. In doing so, new funds will support our efforts in expanding our organization, especially in the US, and initiate pre-commercialization activities.”
*Approval of the 2020 Annual Report, results appropriation and allocation of reserves*
The shareholders endorsed the Annual Report, the annual financial statements and the consolidated financial statements for 2020, 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 2020.
*Consent to capital **increases** supports financial and strategic flexibility *
In six separate votes, the shareholders approved the ordinary capital increase by CHF 11,236,489, the increase of authorized capital by CHF 10,232,928 (and its extension until June 21, 2023), the increase of conditional capital for financings by CHF 649,285 and the increase of conditional capital for employee participation by CHF 3,000,000. These newly approved share capitals give the Company sufficient flexibility to raise additional funds to support ongoing development activities, increase pre-commercialization activities and expand the organization in view of a US market launch of vamorolone as early as late 2022.
*Members of the Board of Directors and the Compensation Committee re-elected*
Shareholders re-elected Elmar Schnee, Philipp Gutzwiller, Thomas Meier and Patrick Vink as members of the Board of Directors, each for a term of one year. In addition, shareholders re-elected Elmar Schnee as Chairman of the Board of Directors. Furthermore, the shareholders confirmed Elmar Schnee and Patrick Vink as members of the Compensation Committee.Martin Gertsch, member of Santhera's Board of Directors since 2006, did not stand for re-election. The Board sincerely thanked Martin Gertsch for his great commitment and valuable contributions and wished him all the best for the future.
*Compensation Report and remuneration for Board and Executive Management approved*
In a consultative vote, the shareholders endorsed the Compensation Report 2020. 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 2021 AGM to the 2022 AGM and maximum extraordinary compensation 2021) and for the members of the Executive Management (maximum total amount of fixed compensation 2022 and variable compensation 2020).
*AGM **documents*
The invitation with proposals and explanations on the agenda items is available on Santhera’s website at https://www.santhera.com/investors-and-media/investor-toolbox/share-bondholder-meetings. From the end of next week, the minutes of the AGM 2021 will also be available.
*COVID-19*
The AGM 2021 took place under extraordinary conditions since, in accordance with applicable COVID-19 legislation, the shareholders were mandated to exercise their rights solely via the independent proxy.
*About Santhera*
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 first-in-class 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 clinical stage pipeline also includes lonodelestat (POL6014) to treat cystic fibrosis (CF) and other neutrophilic pulmonary diseases as well as an exploratory gene therapy approach targeting congenital muscular dystrophies. 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 or
Eva Kalias, Head External 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*
· 2021 06 22_AGM_e_final