BULLETIN FROM THE ANNUAL SHAREHOLDERS’ MEETING ON MAY 6, 2020 IN SANIONA AB
PRESS RELEASE
May 6, 2020
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
Today, on May 6, 2020, an annual shareholders’ meeting was held in Saniona AB. A summary of the resolutions adopted follows below. All resolutions were adopted with the required majority of votes.
Resolution on adoption of accounts and distribution of the company’s profit
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. 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 2019 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 2019.
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 J. Donald deBethizy, Jørgen Drejer, Anna Ljung, Edward C. Saltzman and Carl Johan Sundberg as ordinary board members. J. Donald deBethizy was re-elected as chairman of the board. Remuneration to the board shall be paid with SEK 300,000 to the chairman of the board and with SEK 160,000 to each of the members of the board who are not employed by Saniona AB or any of its subsidiaries. Furthermore, it was resolved that remuneration for committee work shall be paid with SEK 60,000 to the chairman of the Audit Committee, with SEK 30,000 to each of the other members of the Audit Committee and with SEK 30,000 to each member of the Remuneration Committee, provided that no remuneration for committee work shall be paid to members of the board who are employed by Saniona AB or any of its subsidiaries.
Furthermore, the annual shareholders’ meeting resolved, in accordance with the proposal from the Nomination Committee, to re-elect Deloitte AB as the accounting firm and that the remuneration for the auditor shall be paid in accordance with customary norms and approved invoice. Deloitte AB has notified that the certified accountant Jeanette Roosberg 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 guidelines for remuneration to senior executives
The annual shareholders’ meeting resolved, in accordance with the proposal from the board, on guidelines for remuneration to senior executives.
Resolution on amendment of the Articles of Association
The annual shareholders’ meeting resolved, in accordance with the proposal from the board, to amend § 1 in the Swedish version of the Articles of Association so that “firma” is replaced with “företagsnamn”, § 4 so that the limits for the share capital and number of shares in the company are amended, § 8 so that the provision, due to an anticipated upcoming legislative change, does not stipulate on which date the record date shall occur, and § 12 so that an editorial amendment is being made regarding the record day provision.
Resolution on authorization for the board of directors regarding issues
The annual shareholders’ meeting resolved, in accordance with the proposal from the board, to authorize the board, within the limits of the company’s Articles of Association, at one or several occasions, during the time up until the next annual shareholders’ meeting, with or without deviation from the shareholders’ preferential rights, to resolve to issue new shares, warrants and/or convertibles. An issue should be able to be made with or without provisions regarding contribution in kind, set-off or other conditions. In case the authorization is used for an issue with deviation from the shareholders’ preferential rights, the subscription price shall be on market terms (subject to customary new issue discount, as applicable). The purpose of the authorization is to be able to source working capital, to be able to execute and finance acquisitions of companies and assets as well as to enable new issues to industrial partners within the framework of partnerships and alliances.
Malmö on May 6, 2020
Saniona AB (publ)
For more information, please contact
Rami Levin, CEO, Saniona. Mobile: . Email:
Anita Milland, Interim CFO & Head of IR. Mobile . Email:
This information was submitted for publication, through the agency of the contact persons set out above, at 5 p.m. on May 6, 2020.
About Saniona
Saniona is a rare disease biopharmaceutical company focused on research, development and commercialization of treatments for the central nervous system. The company has four programs in clinical development. Saniona intends to develop and commercialize treatments for rare disease indications such as Prader-Willi syndrome and hypothalamic obesity on its own. The research is focused on ion channels and the company has a broad portfolio of research programs. Saniona also has out-licensing agreements with Boehringer Ingelheim GmbH, Productos Medix, S.A de S.V and Cadent Therapeutics. Saniona is based in Copenhagen, Denmark, and in Boston, US. The company’s shares are listed on Nasdaq Stockholm Small Cap (OMX: SANION). Read more at .
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