Bulletin from the annual shareholders´ meeting on May 10, 2016
Today, on May 10, 2016, an annual shareholders’ meeting was held in Saniona AB (publ). A summary of the resolutions adopted follows below. All resolutions were adopted with necessary majority.
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 in the annual report meaning that no dividends are paid for the financial year 2015 and that available funds are brought forward.
Discharge from liability for board members and the CEO
The annual shareholders’ meeting resolved to discharge the board of directors and the CEO from liability for the financial year 2015.
Election of board members and auditor as well as remuneration for the board members and auditor
The annual shareholders’ meeting resolved to re-elect Claus Braestrup, Anker Lundemose, Leif Andersson, Jørgen Drejer and Carl Johan Sundberg as ordinary board members. Claus Braestrup was re-elected as Chairman of the board. Remuneration to the board shall be paid with SEK 75,000 to Carl Johan Sundberg, whereas no remuneration shall be paid to other board members.
The annual shareholders’ meeting resolved furthermore to re-elect Deloitte AB as the audit firm and that the remuneration for the auditor shall be paid in accordance with customary norms and approved invoice.
Authorization for the board to resolve on issues
The annual shareholders’ meeting resolved, in accordance with the proposal from the board, to authorize the board to, on one or several occasions until the next annual shareholders’ meeting, with or without deviation from the shareholders’ preferential rights, resolve on new issues of shares, issues of convertibles and/or issues warrants. Issues shall be able to be carried out with or without conditions of payment in kind, set-off or other conditions. To the extent the authorization is used for issues with deviation from the shareholders’ preferential rights, the total number of shares which may be issued (alternatively to accrue upon the conversion of convertibles or the exercise of warrants) shall not exceed thirty per cent of the total number of shares in the company as of the annual shareholders’ meeting and the issue price shall be set on market terms (with reservation for market oriented issue discounts when applicable). The purpose of the authorization is to be able to raise working capital, to execute and finance acquisitions of companies as well as to enable issues to industrial partners within the framework of partnerships and alliances.
Resolution on instruction and charter for the Nomination Committee
The annual shareholders’ meeting resolved that a Nomination Committee shall be appointed before coming election and remuneration. The Nomination Committee shall comprise three members, which should be representative for the two largest shareholders as of last September, together with the Chairman of the board. Furthermore, an instruction and charter for the Nomination Committee was adopted.
Determination of Remuneration Policy for senior executives
The annual shareholders’ meeting resolved in accordance with the proposal from the board to adopt a Remuneration Policy for determination of salary and other conditions for the CEO and other senior executives.
Malmö on May 10, 2016
Saniona AB (publ)
For more information, please contact:
Thomas Feldthus, EVP and CFO, Saniona. Mobile: +45 2210 9957, E-mail: firstname.lastname@example.org
Saniona is a research and development company focused on drugs for diseases of the central nervous system, autoimmune diseases, metabolic diseases and treatment of pain. The company has a significant portfolio of potential drug candidates at pre-clinical and clinical stage. The research is focused on ion channels, which makes up a unique protein class that enables and controls the passage of charged ions across cell membranes. Saniona has ongoing collaboration agreements with Upsher-Smith Laboratories, Inc., Productos Medix, S.A de S.V and Saniona’s Boston based spinout Ataxion Inc., which is financed by Atlas Venture Inc. and Biogen Inc. Saniona is based in Copenhagen, Denmark, where it has a research center of high international standard. Saniona is listed at AktieTorget since April 2014 and has about 3,700 shareholders. The company’s share is traded under the ticker SANION. Read more at www.saniona.com.