Notice of Saniona AB annual shareholders’ meeting
PRESS RELEASE
April 25,
2022
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.
The shareholders in Saniona AB, Reg. No. 556962-5345,
are hereby invited to the annual shareholders’ meeting
(Sw.
årsstämma) to be held on Wednesday
25 May
2022.
The board of directors has decided that the
annual general meeting will be held only by advance voting (postal
vote) in accordance with temporary legislation. This means that the
annual shareholders’ meeting will be conducted without the physical
presence of shareholders, proxies or external parties and that
shareholders' exercise of voting rights at the annual shareholders’
meeting can only take place by advance shareholders voting in the
order prescribed below. Information on the resolutions passed by
the annual shareholders’ meeting will be published on Wednesday 25
May 2022, as soon as the outcome of the advance voting is finally
compiled.
Right to participate and notice of
participation
Shareholders wishing to participate in the annual shareholders’
meeting by advance voting must:
- be registered in the
company’s share register kept by Euroclear Sweden AB (the Swedish
Securities Register Center) as of Tuesday 17 May 2022; and
- have notified their
participation no later than Tuesday 24 May 2022 by casting their
advance vote to the company in accordance with the instructions
under the heading “Voting in advance” below so that the advance
vote is received by the company no later than that day.
Trustee-registered shares
Shareholders whose shares are trustee-registered
in the name of a bank or other trustee must request the trustee to
register their shares in their own name with Euroclear Sweden AB
(so called “voting rights registration”), to be able to exercise
their voting rights at the annual shareholders’ meeting by advance
voting. Such voting rights registration must be implemented by the
trustee no later than Thursday 19 May 2022. In advance of this
date, shareholders must notify their trustee of their request of
such voting rights registration.
Voting in advance
Shareholders may exercise their voting rights at
the annual shareholders’ meeting only by voting in advance, so
called postal voting in accordance with Section 22 of the Act
(2022:121) on temporary exceptions to facilitate the execution of
shareholders’ meetings in companies and other associations. A
special form shall be used for advance voting. The form is
available on the company’s website (www.saniona.com). The advance
voting form is considered as the notification of attendance to the
annual shareholders’ meeting. The completed voting form must be
submitted to the company no later than Tuesday 24 May 2022. The
completed and signed form shall be sent to Saniona AB, Smedeland
26B, DK-2600 Glostrup, Denmark. A completed form may also be
submitted electronically and is to be sent to CLO@saniona.com. If a
shareholder votes in advance through a proxy, a written and dated
power of attorney signed by the shareholder must be attached to the
form. A proxy form is available on the company's website
(www.saniona.com). If the shareholder is a legal entity, a
registration certificate or equivalent document shall be enclosed
to the form. The shareholder may not provide special instructions
or conditions in the voting form. If so, the vote will be invalid.
Further instructions and conditions are included in the advance
voting form.
Proposed agenda
0. Opening of
the meeting.
1. Election of
chairman of the meeting.
2. Preparation
and approval of the voting list.
3. Approval of
the agenda.
4. Election of
one or two persons to verify the minutes.
5. Consideration
as to whether the meeting has been duly convened.
6. Presentation of the annual report and
the auditor’s report and the consolidated annual report and
consolidated audit report as well as the statement by the auditor
on the compliance of the applicable guidelines for remuneration to
senior executives.
7. Resolution on
(a) adoption
of the profit and loss statement and balance sheet and the group
profit and loss statement and the group balance sheet,
(b) allocation
of the company’s loss in accordance with the adopted balance sheet,
and
(c) discharge
of liability of the directors of the board and the CEO.
8. Determination
of
(a) the
number of members of the board.
(b) the
number of auditors and deputy auditors.
9. Determination
of
(a) remuneration
for the board members.
(b) remuneration
for the auditors.
10. Election of members of the board and
the chairman of the board.
(a) Jørgen
Drejer (re-election).
(b) Anna
Ljung (re-election).
(c) Carl
Johan Sundberg (re-election).
(d) Chairman
of the board: Jørgen Drejer (new election).
11. Election of
accounting firm or auditors.
12. Resolution on
instruction and charter for the Nomination Committee.
13. Resolution on remuneration of the
Nomination Committee for work ahead of the annual shareholders’
meeting in 2023.
14. Resolution on
approval of remuneration report.
15. Resolution on
authorization for the board of directors regarding issues.
16. Closing of
the meeting.
Resolution proposals
Item 1: Election of chairman of the meeting
The Nomination Committee, consisting of Søren Skjærbæk,
representing Jørgen Drejer, John Haurum, representing Pontifax
Venture Capital, and the chairman of the board, J. Donald
deBethizy, proposes that attorney Ola Grahn is elected as chairman
of the meeting, or, in his absence, the person appointed by the
Nomination Committee instead.
Item 2: Preparation and approval of the voting list
The voting list that is proposed to be approved is the voting
list prepared by the company, based on the share register of the
meeting and received advance votes, controlled by the person
verifying the minutes of the meeting.
Item 4: Election of one or two persons to verify the minutes
John Haurum, representing Pontifax Venture Capital, is proposed
to, together with the chairman, verify the minutes of the meeting,
or, in his absence, the person appointed by the board of directors
instead. The assignment to verify the minutes also includes
controlling the voting list and that received advance votes are
correctly reproduced in the minutes.
Item 7 (b): Resolution on allocation of the company’s loss in
accordance with the adopted balance sheet
The board of directors proposes that no dividends are paid and
that available funds are carried forward to a new account.
Item 8 (a): Determination of the number of members of the
board
The Nomination Committee proposes that the board of directors
shall be composed of three ordinary board members until the end of
the next annual shareholders’ meeting.
Item 8 (b): Determination of the number of auditors and deputy
auditors
The Nomination Committee proposes that one registered accounting
firm is appointed as auditor.
Item 9 (a): Determination of remuneration for the board
members
The Nomination Committee proposes to the annual shareholders’
meeting that board remuneration shall be paid with SEK 350,000 to
the chairman of the board (SEK 400,000 previous year) and with SEK
200,000 to each of the members of the board, who are not employed
by Saniona or any of its subsidiaries (SEK 250,000 previous year).
In addition, remuneration is proposed to be paid for committee work
with SEK 100,000 to the chairman of the Audit Committee (SEK
120,000 previous year), with SEK 50,000 to each of the other
members of the Audit Committee (SEK 60,000 previous year) and with
SEK 30,000 to each member of the Remuneration Committee (SEK 60,000
previous year), provided that no remuneration for committee work
shall be paid to members of the board, who are employed by Saniona
or any of its subsidiaries.
Item 9 (b): Determination of remuneration for the auditors
The Nomination Committee proposes that remuneration to the
auditor shall be paid in accordance with customary charging
standards and approved invoice.
Item 10: Election of members of the board and the chairman of
the board
The Nomination Committee proposes that Jørgen Drejer, Anna Ljung
and Carl Johan Sundberg are re-elected as ordinary board members,
and that Jørgen Drejer is elected as chairman of the board.
Existing board members J. Donald deBethizy, Robert E. Hoffman and
Edward C. Saltzman have declined re-election.
Item 11: Election of accounting firm or auditors
The Nomination Committee proposes, in accordance with the
recommendation from the Audit Committee, that Deloitte AB is
re-elected as accounting firm. Deloitte AB has notified that the
certified accountant Jeanette Roosberg will continue to be the
auditor in charge.
Item 12: Resolution on instruction and charter for the
Nomination Committee
The Nomination Committee proposes that a Nomination Committee
shall be appointed before coming elections and remuneration, and
that an instruction and charter for the Nomination Committee shall
be adopted in accordance with the following substantial terms.
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. The “two largest shareholders” refer to the ownership
grouped registered or in any other way known shareholders as per
the end of September. If any of these two largest shareholders
refrain from appointing an owner representative, or if an owner
representative resigns or relinquishes the position before the
assignment is completed and the entitled shareholder does not
appoint another representative, the chairman of the board of
directors shall invite the next shareholder (i.e. first the third
largest owner) to within a week of the request appoint an owner
representative. The procedure shall continue until the Nomination
Committee is composed of three members.
If a substantial change of ownership occurs no later than seven
weeks before the annual shareholders’ meeting, a new shareholder
representative shall be appointed. The chairman of the board of
directors shall then contact the one of the two largest
shareholders without an owner representative and request such
shareholder to appoint a representative. When such a representative
has been appointed, such representative shall be a member of the
Nomination Committee and replace the former member of the
Nomination Committee who no longer represents one of the two
largest shareholders.
The Nomination Committee’s term shall run until such time as a
new Nomination Committee has been elected.
Item 13: Resolution on remuneration of the Nomination Committee
for work ahead of the annual shareholders’ meeting in 2023
The Nomination Committee proposes that remuneration should be
paid to the members of the Nomination Committee for the work up and
until the annual shareholders’ meeting to be held in 2023 with SEK
30,000 to each member, who is not also a board member.
Item 14: Resolution on approval of remuneration report
The board of directors proposes that the annual shareholders’
meeting resolves to approve the board of directors’ remuneration
report for the financial year 2021.
Item 15: Resolution on authorization for the board of directors
regarding issues
The board of directors proposes that the annual shareholders’
meeting resolves to authorize the board of directors, 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. The total number of shares that may be issued
(alternatively be issued through conversion of convertibles and/or
exercise of warrants) shall not exceed 15,596,420, which
corresponds to a dilution of approximately 20 percent calculated on
current number of shares in the Company. In case the authorization
is used for an issue with deviation from the shareholders’
preferential rights, the issue should be made on market terms. 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.
The company’s CEO shall be authorized to make such minor formal
adjustments of the resolution as might be necessary in connection
with registration with the Swedish Companies Registration Office
(Sw. Bolagsverket).
Particular majority
requirements
For valid resolution on the proposal pursuant to item 15, the
proposal has to be supported by shareholders representing at least
two-thirds of the votes cast as well as of all shares represented
at the annual shareholders’ meeting.
Shareholders’ right to information
The board of directors and the CEO shall, if any shareholder so
requests and the board of directors believes that it can be done
without significant harm to the company, provide information
regarding circumstances that may affect the assessment of items on
the agenda, circumstances that can affect the assessment of the
company’s or its subsidiaries’ financial position and the company’s
relation to other companies within the group. Requests for such
information must be submitted via e-mail to CLO@saniona.com or by
post to Saniona AB, Smedeland 26B, DK-2600 Glostrup, Denmark, no
later than Sunday 15 May 2022. The information is provided by
keeping it available at the company's office and website, no later
than Friday 20 May 2022. The information will also be sent within
the same time to the shareholders who have requested it and
provided their postal or e-mail address.
Accounting documents and complete proposals
Accounting documents, the audit report, the board of directors’
remuneration report, the statement by the auditor on the compliance
of the applicable guidelines for remuneration to senior executives
and complete proposals for resolutions and other documents for the
annual shareholders’ meeting, are presented by keeping them
available at the company’s office at Smedeland 26B, DK-2600
Glostrup, Denmark and at the company’s website (www.saniona.com) as
from no later than three weeks prior to the annual shareholders’
meeting, and will also be sent to shareholders who request it and
provide their address. The share register of the annual
shareholders’ meeting will also be available at the company’s
office.
Number of shares and votes in the company
The total number of shares and votes in the company amounts to
62,385,677. The company does not hold any own shares.
Processing of personal data
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
____________________
Malmö in April 2022
Saniona AB (publ)
The Board of Directors
For more information, please
contact
Thomas Feldthus, incoming CEO, +45 22109957;
thomas.feldthus@saniona.com
This information was submitted for publication,
through the agency of the contact person set out above, at 18.15
CEST on April 25, 2022.
About Saniona
Saniona is a clinical-stage biopharmaceutical company with a
mission to leverage its ion channel targeting expertise to
discover, develop and deliver innovative rare disease treatments.
The company’s most advanced product candidate, Tesomet™, has been
progressed into mid-stage clinical trials for hypothalamic obesity
and Prader-Willi syndrome, serious rare disorders characterized by
severe weight gain, disturbances of metabolic functions and
uncontrollable hunger. These clinical trials are voluntarily paused
due to funding limitations and Saniona is actively exploring
partnering opportunities. Saniona has developed a proprietary ion
channel drug discovery engine anchored by IONBASE™, a database of
more than 130,000 compounds, of which more than 20,000 are
Saniona’s proprietary ion channel modulators. Through its ion
channel expertise, Saniona is advancing two wholly-owned ion
channel modulators, SAN711 and SAN903. SAN711 is in a Phase 1
clinical trial and is positioned for the treatment of neuropathic
pain conditions, and SAN903 is in preclinical development for rare
inflammatory, fibrotic and hematological disorders. Saniona is
based in the Copenhagen area, Denmark, and is listed on Nasdaq
Stockholm Small Cap (OMX: SANION). Read more at
http://www.saniona.com.
- Notice of annual general meeting 2022
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