Press RELEASE
23 may 2017
Today, may 23, 2017, was held the annual general meeting of Saniona AB (publ). Below follows a summary of the be-end that was missing. All the decisions were passed with the requisite majority.
Decision on adoption of financial statements and allocation of result
The annual general meeting resolved to adopt the income statement and balance sheet and the consolidated income statement and balance sheets on behalf. The annual general meeting also decided to dispose of the company’s profit according to the proposal of the board in the annual report, meaning that no distribution of profits shall be submitted for fiscal year 2016, and that the funds available to be carried forward to new account.
Discharge of board and PRESIDENT
The annual general meeting resolved to grant the board of directors and the CEO from liability for the financial year 2016.
The election and remuneration of the board of directors and the auditor
The general meeting decided, in accordance with the nomination committee’s proposal, if the re-election of directors Claus Braestrup, Leif Andersson, Jørgen Drejer and Carl Johan Sundberg. Claus Braestrup was re-elected as chairman of the board. Fees shall be paid 110 sek 000 to Carl Johan Sundberg while any board-fees should be paid to the other members of the board.
The agm further decided, in accordance with the nomination committee’s proposal, to re-elect Deloitte AB as auditing company and that fees to the auditor shall be paid according to customary standards and approved invoice. Deloitte AB has informed that authorized public accountant Elna Lembrér Åström will continue to be the principal auditor.
Decisions regarding instruction and rules of procedure for the nominating committee
The general meeting decided, in accordance with the nomination committee’s proposal, that a nomination committee shall be appointed before the forthcoming election and remuneration. The nominating committee shall consist of three members who are representatives of the two largest shareholders as per the end of september, together with the chairman. Furthermore, the adoption of a set of instructions and charter for the nomination committee.
Decision on the fixing of the remuneration policy for senior executives
The general meeting decided, in accordance with the board’s proposal, to adopt a remuneration policy for determining salary and other terms for the CEO and other senior executives.
Decision on authorization for the board to decide on share issues
The general meeting decided, in accordance with the board’s proposal, to authorise the board to, on one or several occasions during the period until the next agm, with or without deviation from shareholders ‘ preferential rights, resolve on new issue of shares, issuance of convertible bonds and/or warrants. Issue may be able to be made with or without prescript-cash consideration, set-off or other conditions. To the extent the authorization is used for the share issue with deviation from shareholders ‘ preferential rights, the number of shares to be issued (or able to apply for conversion of convertible bonds or exercise of warrants), the aggregate maximum amount to a number corresponding to 30% of the total number of shares in the company at the time of the annual general meeting, and shall the issue price be the market (subject to market-based issue discount, where applicable). The purpose of the authorization is to be able to raise working capital, to be able to carry out and finance acquisitions, and to allow the issue to industrial partners within the framework of collaborations and alliances.
Decision if (a) the employee; and (b) directed issue of warrants and approval of transfer of warrants
The general meeting decided, in accordance with the board’s proposal, on the introduction of a stock option program for certain employees and nyckelkonsulter who are active in the Saniona group in Denmark and on a directed issue of warrants and approval of transfer of warrants.
The program means that a maximum of 38 750 stock options to be offered to employees and nyckelkonsulter who are active in the Saniona group in Denmark. Option holders shall be able to avail granted and vested employee stock options during the 30 days from the day following publication of the company’s quarterly reports, or as regards the full year, year-end report, the first time after the publication of the interim report for the first quarter of 2021 and the last time after the publication of the interim report for the third quarter of 2022. If the company does not issue quarterly or year-end report after the end of any calendar quarter can be granted and vested employee stock options instead exercised during the last month of the subsequent calendar quarter, the first time in June 2021 and the last time in december 2022. Each stock option entitles the holder to acquire one new share in the stay-the team at a redemption price amounting to 100% of the average closing price for the company’s share on Nasdaq First North Premier during the ten trading days after the annual general meeting in 2017. The employee stock options shall be allocated free of charge and shall not be considered securities, nor shall they be transferred or pledged.
In order to enable the company’s delivery of shares under the employee stock option program, the agm decided further to issue a maximum of 38 750 warrants to a subsidiary of Saniona group. The warrants shall then be transferred to the participants without consideration in connection with the employee stock options exercised. The purpose of the employee stock option programme is to ensure long-term commitment among employees and key consultants in the Saniona-the group, through a remuneration system linked to the company’s future growth in value. Upon full exercise of all the warrants in the employee stock option program, a total of 38 750 new shares issued, representing a dilution of approximately 0.19% of the company’s share capital and votes.
Malmö, sweden, on 23 may 2017
Saniona AB (publ)
For more information, please contact:
Thomas Feldthus, executive vice president and CFO, Saniona. Mobile: +45 2210 9957, E-mail: tf@saniona.com
The information was submitted, by the above contact person in the government, for publication on may 23, 2017 there is a 17:40 CET.
About Saniona:
Saniona is a research and development company focused on drugs for diseases of the central nervous system, autoimmune diseases, metabolic diseases and pain management. The company has an extensive portfolio of potential drug candidates in preclinical or clinical Phase. The research is focused on the ion channels that constitute a unique class that allows for and controls the passage of ions in cell membranes. The company has partnered with Boehringer Ingelheim GmbH. Proximagen Ltd., Productos the medix, S. A de S. V and Luc Therapeutics. Saniona is based in Copenhagen where the company has a forskningssite of high international class. Saniona is listed on Nasdaq First North Premier and has approximately 5,000 shareholders. Pareto Securities is the Certified Adviser of Saniona. The share is traded under the ticker SANION. Read more on
www.saniona.com
.
20170523 – PR – AGM Bulletin – ENG
