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Bulletin from the Saniona AB annual shareholders’ meeting on May 25, 2022
May 25, 2022 at 11:00 AM EDT
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PRESS RELEASE

May 25, 2022

Today, on May 25, 2022, the annual shareholders’ meeting was held in Saniona AB. The annual shareholders’ meeting was held only by advance voting (postal vote) in accordance with temporary legislation. A summary of the adopted resolutions follows below. All resolutions were adopted with the required majority of votes.

Resolution on adoption of accounts and distribution of the company’s result for 2021

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 for 2021. 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 2021 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 2021.

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 Jørgen Drejer, Anna Ljung and Carl Johan Sundberg as ordinary board members. Jørgen Drejer was elected as chairman of the board. Remuneration to the board shall be paid with SEK 350,000 to the chairman of the board and with SEK 200,000 to each of the members of the board, who are not employed by Saniona or any of its subsidiaries. Furthermore, it was resolved that remuneration for committee work shall be paid with SEK 100,000 to the chairman of the Audit Committee, with SEK 50,000 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 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 remuneration of the Nomination Committee for work ahead of the annual shareholders’ meeting in 2023

The annual shareholders’ meeting resolved, in accordance with the proposal from the Nomination Committee, 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.

Resolution on approval of remuneration report

The annual shareholders’ meeting resolved to approve the board of directors’ remuneration report for the financial year 2021.

Resolution on authorization for the board of directors regarding issues

The annual general meeting resolved in accordance with the proposal from the board of directors 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.

Malmö on May 25, 2022

Saniona AB (publ)

For more information, please contact

Thomas Feldthus, CEO, +45 22109957; thomas.feldthus@saniona.com

This information was submitted for publication, through the agency of the contact person set out above, at 17.00 CEST on May 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.

 

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