Liestal, Switzerland, April 4, 2017 - Santhera Pharmaceuticals (SIX: SANN) announces that a large majority of shareholders approved all proposals by the Board of Directors at the Annual Shareholders' Meeting (ASM) today. Participating shareholders represented a total of 3,097,267 shares or 49.3% of the share capital with voting power.
"The results of today's ASM are a strong vote of confidence in our strategy and performance and I thank our shareholders for their consent and continued support," said Martin Gertsch, Chairman of the Board of Directors until today's ASM. "2016 was exceptionally successful and Santhera's first full year as a commercial company following the European marketing authorization for Raxone®. Today, backed by sufficient financial resources, Santhera is well positioned for further milestone achievements and strong international growth. Against this background, I welcome the newly elected members of the Board of Directors, who, with their complementary diverse industry experience and know-how, will further contribute to the successful implementation of our development, commercial and strategic goals."
Approval of the annual and consolidated financial statements 2016 and result appropriation
The shareholders endorsed the annual financial statements and the consolidated financial statements for 2016 and the appropriation of the net result of CHF -894,664 to new account. Furthermore, the shareholders granted discharge to the members of the Board of Directors and Executive Management for the financial year 2016.
Increase of conditional capital approved
The shareholders approved the increase of the conditional capital for employee participations thereby supporting the expansion of the organization with qualified staff and strengthening the attractiveness of Santhera as an employer. Furthermore, the shareholders consented to an increase of conditional capital for financings enabling the Company for a future delivery of shares under the conditions of the convertible bond issued on February 10, 2017, solely from conditional capital.
Elections of Board of Directors, Chairman and Compensation Committee
Shareholders re-elected Martin Gertsch and newly elected Philipp Gutzwiller, Thomas Meier, Elmar Schnee and Patrick Vink as members of the Board of Directors, each for a term of one year. In addition, shareholders elected Elmar Schnee as Chairman of the Board of Directors. Furthermore, the shareholders elected Elmar Schnee and Patrick Vink as members of the Compensation Committee.
The newly elected Chairman of the Board of Directors Elmar Schnee said: "Today, I assume my new role with great optimism and I would like to thank the shareholders for their confidence. At the same time, I wish to express my recognition to the previous Board, management and all employees for their outstanding efforts in developing Santhera into the promising and well positioned specialty pharma company it is today. I am looking forward to working with the Board of Directors and the Executive Management to further pursue the growth strategy and strengthening Santhera as a leader in the treatment of mitochondrial diseases."
Board and Executive Management remuneration approved
In three separate binding votes, Santhera's shareholders agreed to the maximum total amount of fixed compensation for members of the Board of Directors covering the period from the ASM 2017 to the ASM 2018 as well as the maximum total amount of fixed compensation 2018 and variable compensation 2016 for the members of the Executive Management. Furthermore, in a consultative vote, shareholders endorsed the Compensation Report 2016.
Details on the agenda items
The proposals and explanations about the agenda items are available on the Company's website at http://www.santhera.com/investors-and-media/investor-toolbox/shareholder-meetings. From end of this week, the protocol of the ASM 2017 will also be available.
About Santhera
Santhera Pharmaceuticals (SIX: SANN) is a Swiss specialty pharmaceutical company focused on the development and commercialization of innovative pharmaceutical products for the treatment of orphan mitochondrial and neuromuscular diseases. Santhera's lead product Raxone® is authorized in the European Union, Norway, Iceland and Liechtenstein for the treatment of Leber's hereditary optic neuropathy (LHON). For Duchenne muscular dystrophy (DMD), the second indication for Raxone, Santhera has filed a Marketing Authorization Application (MAA) in the European Union and Switzerland. In collaboration with the US National Institute of Neurological Disorders and Stroke (NINDS) Santhera is developing Raxone in a third indication, primary progressive multiple sclerosis (PPMS), and omigapil for congenital muscular dystrophy (CMD), all areas of high unmet medical need. For further information, please visit the Company's website www.santhera.com.
Raxone® is a trademark of Santhera Pharmaceuticals.
For further information, contact:
Thomas Meier, PhD, Chief Executive Officer Christoph Rentsch, Chief Financial Officer
Phone +41 61 906 89 64 Phone +41 61 906 89 65
thomas.meier@santhera.com christoph.rentsch@santhera.com
US investor contact US Public Relations contact
Hans Vitzthum, LifeSci Advisors, LLC John Gillespie, Medical Dynamics
Phone +1 212 915 2568 Phone +1 646 599 8626
hans@lifesciadvisors.com jgillespie@rxmedyn.com
Disclaimer / Forward-looking statements
This communication does not constitute an offer or invitation to subscribe for or purchase any securities of Santhera Pharmaceuticals Holding AG. This publication may contain certain forward-looking statements concerning the Company and its business. Such statements involve certain risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of the Company to be materially different from those expressed or implied by such statements. Readers should therefore not place undue reliance on these statements, particularly not in connection with any contract or investment decision. The Company disclaims any obligation to update these forward-looking statements.
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