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Pratteln, Switzerland, May 28, 2019 - Santhera Pharmaceuticals (SANN.SW) announces that a large majority of shareholders approved all proposals by the Board of Directors at the Annual General Meeting (AGM) held today. Participating shareholders represented a total of 4`109`097 shares or 36.8% of the share capital.
"I am very pleased about the consent of Santhera`s shareholders at today`s AGM," said Elmar Schnee, Chairman of the Board of Directors. "The Company has successfully expanded its clinical stage product pipeline with focus on neuromuscular and pulmonary diseases. Key value inflection points are expected next year with Puldysa® (idebenone) and vamorolone, both development products for the treatment of Duchenne muscular dystrophy. I take today`s votes of our shareholders as a clear sign of their confidence in our strategy and we thank them for their continued support."
Approval of the 2018 Annual Report, results appropriation and allocation of reserves
The shareholders endorsed the Annual Report, the annual financial statements and the consolidated financial statements for 2018, 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 2018.
Consent to capital structure supports financial and strategic flexibility
In two separate votes, the shareholders approved the increase of conditional capital from CHF 930`000 to CHF 2`500`000 (22% of share capital) and the creation of authorized capital of CHF 3`000`000 (27% of share capital). With their consent, the shareholders support the financial flexibility of the Company in view of its growth plans.
Opting-out clause cancelled in Articles of Incorporation
After the shareholders voted in favor of abandoning the current opting-out provision, Santhera reintroduces the statutory threshold of 33 1/3 % of shares held of the Company which, if exceeded, triggers the obligation of an offer to acquire all listed equity securities of the company.
Re-election of members of the Board of Directors
Shareholders re-elected Elmar Schnee, Martin Gertsch, Philipp Gutzwiller, Patrick Vink and Thomas Meier 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.
Compensation Report and remuneration for Board and Executive Management approved
In a consultative vote, the shareholders endorsed the Compensation Report 2018. In separate binding votes, Santhera`s shareholders agreed to the compensation for members of the Board of Directors (maximum total amount of fixed covering the period from the 2019 AGM to the 2020 AGM) and for the members of the Executive Management (maximum total amount of fixed compensation 2020 and variable compensation 2018).