Passing of the General Meeting of Pharma Equity Group A/S
| Passing of the General Meeting of Pharma Equity Group A/S | |
| 5th of May 2025 Company Announcement no. 6 Pharma Equity Group A/S held its Annual General Meeting on 16th of April 2025 with the following results: |
The chairman of the meeting reviewed the agenda for today's general meeting, which was:
- The Board of Directors’ report on the Company’s activities during the past year
- Presentation of the audited annual report for approval
- Discharge of the Board of Directors and Executive Management
- Adoption of the appropriation of profit or loss as proposed by the Board
- Presentation of the 2024 Remuneration Report for advisory vote
- Approval of remuneration to the Board of Directors for the current financial year
- Election of the Board of Directors
- Election of auditor
- Proposals from the Board of Directors or shareholders
A) Proposal to increase and extend the authorization to issue new shares without pre-emptive rights (section 4.1.B)
B) Proposal to extend the authorization to issue warrants by one year (section 4.2)
C) Proposal for approval of updated remuneration policy - Authorization to the chairman of the meeting
- Any other business
The chairman of the meeting reviewed the adoption requirements for the various proposals on the agenda and then passed the word to the Company’s Chairman of the Board and former CEO, who presented the Board’s report.
Item 1 – The Board of Directors’ report on the Company’s activities during the past year
The Company’s former CEO, Thomas Kaas Selsø, presented the report on the Company’s activities over the past year.
The chairman of the meeting asked if there were any comments or contributions regarding the report.
A shareholder asked how the Market Maker agreement with Danske Bank worked, which Thomas Kaas Selsø answered.
There was also a question about whether the Company had considered delisting from Nasdaq Copenhagen, to which the Board had no comment.
The Company received a critical comment that the declining share price should be seen as an expression of a lack of confidence in management. Christian Vinding Thomsen and Thomas Kaas Selsø responded, stating that the decline was primarily due to a few large shareholders selling their shares.
A shareholder also commented positively that the Company had secured financing in 2024 and achieved positive research results.
Finally, a shareholder asked about the composition of the Board, including whether there was a need for a more global board. Christian Vinding Thomsen responded that the Board is elected by the general meeting, but it continuously assesses whether it has the right composition.
As there were no further comments, the chairman of the meeting concluded that the general meeting had taken note of the Board’s report, with the comments and remarks raised.
Items 2, 3, and 4 – Presentation of the audited 2023 annual report, discharge of the Board and Executive Management, and appropriation of profit/loss
The chairman proposed that items 2, 3, and 4 be handled together unless any shareholders objected. No objections were raised.
The chairman then presented the proposals under items 2, 3, and 4.
The former CEO, Thomas Kaas Selsø, presented the 2024 annual report, reviewing selected items.
The chairman asked if there were any comments or questions.
A shareholder asked how the expected revenue of DKK 11m for the current financial year had been calculated. Thomas Kaas Selsø explained that the target had originally been part of the valuation prepared by Baker Tilly and was also included in the material reviewed by Danske Bank when determining the Company’s target share price.
There was then a question about when management expected payment of the Portinho receivable. It was confirmed that management considered the financial statements to present a true and fair view.
Finally, a shareholder asked about the size of the outstanding convertible loans, to which Thomas Kaas Selsø replied that convertible loans totaling approximately DKK 13m were currently outstanding.
The chairman then stated that all three proposals required a simple majority. The chairman asked whether any shareholders wished to vote or hear a full statement of the proposals. None did.
Based on this, the chairman concluded that the proposals had been adopted.
Item 5 – Presentation of the 2024 Remuneration Report for advisory vote
The chairman noted that the remuneration report was available on the Company’s website and that the Board proposed that it be approved in an advisory vote.
The chairman stated that the proposal required a simple majority, which was already present.
The chairman then asked if any shareholders had comments on the proposal, wished to vote, or hear a full explanation. No such requests were made.
Based on this, the chairman concluded that the remuneration report had been approved in the advisory vote.
Item 6 – Approval of remuneration to the Board of Directors for the current financial year
The chairman stated that the following remuneration was proposed for the members of the Board of Directors for the 2025 financial year:
• The Chairman of the Board receives DKK 350,000
• Board members receive DKK 150,000
• Members of the Audit, Nomination, and Remuneration Committees or other committees receive a total of DKK 25,000 for all committee work. This does not apply to the Chairman, who receives no additional remuneration.
One shareholder asked the Board to comment on whether the remuneration was considered reasonable in light of the share price, which the Board confirmed it was.
The chairman asked if any shareholders wished to vote or hear a full statement, which was not the case.
Based on this, the chairman concluded that the proposal was adopted.
Item 7 – Election of the Board of Directors
The chairman stated that the proposal was to re-elect all current Board members: Christian Vinding Thomsen, Omar S. Qandeel, Lars Gundorph, and Peter Vilmann, and to elect Troels Peter Troelsen and Charlotte Pahl as new members.
The chairman confirmed that the candidates’ management positions were listed in the notice.
The chairman asked whether any shareholders had comments on the proposal or wished to nominate other candidates.
As no counter-candidates were nominated, the chairman concluded that the six candidates were elected to the Board based on the advance votes received.
Item 8 – Election of auditor
The chairman stated that the proposal was to re-elect BDO Statsautoriseret Revisionsaktieselskab, CVR no. 20222670, as the Company’s auditor.
As there were no other candidates, the chairman concluded that BDO was re-elected as the Company’s auditor.
Item 9 – Proposals from the Board or shareholders
The chairman stated that the general meeting had reached item 9, which included three proposals from the Board:
• Proposal to increase the authorization to issue new shares without pre-emptive rights (section 4.1.B)
• Proposal to extend the authorization to issue warrants by one year (section 4.2)
• Proposal for approval of updated remuneration policy
The chairman asked if there were any questions or comments on the three proposals. There were none.
The chairman stated that proposals under items 9.A and 9.B required a 2/3 majority of both votes cast and share capital represented at the meeting, while proposal 9.C required only a simple majority.
The chairman asked whether any shareholders wished to vote or hear a full explanation of the proposals. None did.
Based on this, the chairman concluded that the proposals were adopted.
Item 10 – Authorization to the chairman of the meeting
The chairman stated that the meeting had reached the final item on the agenda: authorizing the chairman to file the adopted resolutions with the Danish Business Authority.
The chairman asked if any shareholders had comments, wished to vote, or hear a full explanation. None did.
Based on this, the chairman concluded that the proposal was adopted.
Item 11 – Any other business
After a few closing remarks, the chairman thanked everyone for a well-conducted meeting and stepped down from the role.
| For further information, please contact: Christian Henrik Tange, CEO of Pharma Equity Group A/S, phone: Christian Vinding Thomsen, Chairman of the Board of Directors of Pharma Equity Group A/S, phone: |
| About Pharma Equity Group A/S Pharma Equity Group, a listed company on the Nasdaq Copenhagen stock exchange, is fully dedicated to advancing the medical projects of its subsidiary, Reponex Pharmaceuticals A/S. With an unwavering focus on healthcare, Pharma Equity Group's primary objective is to bring significant value to Reponex Pharmaceuticals' medical projects. The company is committed to providing extensive support, resources, and expertise to drive the development and success of these projects. As a strategic partner, Pharma Equity Group works closely with Reponex Pharmaceuticals, prioritizing the advancement of innovative medical solutions and breakthrough therapies. Every effort is currently directed towards ensuring the utmost success and impact of Reponex Pharmaceuticals' medical projects, with an unwavering dedication to improving global healthcare outcomes. Only when the full potential of Reponex Pharmaceuticals has been unfolded is the intention to explore opportunities to invest in other companies. This approach ensures a strong commitment to the current medical projects and their development, while – on the longer term – remaining open to new strategic investments for continuous growth. |
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