GlobeNewswire

Bulletin from the extraordinary general meeting on October 23, 2020 in Saniona AB

Share

PRESS RELEASE

October 23, 2020

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.

Today, on October 23, 2020, an extraordinary general meeting was held in Saniona AB. A summary of the resolutions adopted follows below. All resolutions were adopted with the required majority of votes.

Resolution on (A) employee option program; and (B) directed issue of warrants and approval of transfer of warrants

The meeting resolved, in accordance with the proposal from the board of directors, to adopt an option program for all company employees, including the company’s CEO, the executive team (excluding the CSO Jørgen Drejer), vice presidents and all other employees. The employee options will cover all current employees, including the employees that have recently been hired, as well as the employees that will be hired up until the next annual general meeting (AGM). The meeting also resolved on directed issue of warrants and approval of transfer of warrants.

The program implies that a maximum of 7,976,690 employee options shall be offered to the participants. The holders can exercise allotted and vested employee options from the time of vesting until the date that falls 10 years after the allotment date. Each employee option entitles the holder a right to acquire one new share in the company against cash consideration at a pre-determined exercise price. The exercise price will correspond to the closing price of the company’s share on Nasdaq Stockholm on the trading day immediately prior to the date when the participant was allotted the options. The participants shall however, subject to certain limitations applicable to certain options granted to US participants, also be entitled to exercise employee options through a “net-exercise mechanism” where the exercise price instead shall equal the quota value of the share (currently SEK 0.05). In case the participant chooses to utilize the net-exercise mechanism, the number of shares that each employee option gives right to acquire shall be reduced so that the “net gain” for the participant is the same as if the participant would instead have exercised at the ordinary exercise price. The employee options shall be allotted without consideration, the employee options shall not constitute securities and shall not be able to be transferred or pledged.

In order to enable the company's delivery of shares under the employee option program, the meeting also resolved to issue a maximum of 7,976,690 warrants to a subsidiary within the Saniona Group. The warrants may thereafter be transferred to the participants in the employee option program without consideration in connection with the exercise of employee options. The purpose of the employee option program is to secure that the company can offer remuneration packages that are competitive, especially on the US market, to enable the company to attract, retain and motivate key personnel. The purpose is further to secure a long term commitment for the employees within the Saniona Group through a compensation system which is linked to the company’s future value growth. Through the implementation of a share-based incentive program, the future value growth in the company is encouraged, which implies common interests and goals for the shareholders of the company and key persons. Such share-based incentive program is also expected to increase Saniona’s possibilities of retaining competent key personnel. In the event all warrants that are issued in relation to the employee option program are exercised for subscription of shares, a total of 7,976,690 shares will be issued, which corresponds to a dilution of approximately 10.93 per cent of the company’s share capital and votes after full dilution, calculated on the number of shares that will be added upon full exercise of all 7,976,690 warrants proposed to be issued in relation to the employee option program, all 1,154,384 warrants issued in relation to existing employee incentive programs, as well as the exercise of all 1,479,742 TO3 warrants issued in the unit issue resolved in the beginning of 2020.

Resolution on (A) option program for members of the board of directors; and (B) directed issue of warrants and approval of transfer of warrants

The meeting resolved, in accordance with the proposal from the Nomination Committee, to adopt an option program for members of the board of directors of the company (excluding the chairman of the board of directors). The meeting also resolved on directed issue of warrants and approval of transfer of warrants.

The program implies that a maximum of 308,000 options shall be offered to the members of the board of directors of the company (excluding the chairman of the board of directors). Each participant shall be allotted 77,000 options. The holders shall be entitled to exercise allotted and vested employee options during 30 days from the day following after the announcement of the company’s quarterly reports, or for full year, the year-end report, the first time after the announcement of the quarterly report for the third quarter of 2023 and the last time after the announcement of the quarterly report for the third quarter of 2024. If the company does not render any quarterly report or year-end report after the end of any calendar quarter, the allotted and vested options may instead be exercised during the last month of the following calendar quarter, the first time in December 2023 and the last time in December 2024. Each option entitle the holders a right to acquire one new share in the company against cash consideration at a subscription price amounting to 100 per cent of the volume weighted average share price of the company’s share on Nasdaq Stockholm during the ten trading days immediately prior to the extraordinary general meeting on October 23, 2020. The options shall be allotted without consideration, the options shall not constitute securities and shall not be able to be transferred or pledged.

In order to enable the company's delivery of shares under the option program, the meeting also resolved on a directed issue of a maximum of 308,000 warrants to a wholly owned subsidiary within the Saniona Group. The warrants may thereafter be transferred to the participants without consideration in connection with the exercise of the options. The Nomination Committee considers that a share based incentive program is a central part of an attractive and competitive remuneration package in order to attract, retain and motivate experienced members of the board of directors and to incentivize the members of the board of directors to perform their outmost on delivering maximal value growth for all shareholders. In the event all warrants that are issued in relation to the option program are exercised for subscription of shares, a total of 308,000 shares will be issued, which corresponds to a dilution of approximately 0.47 per cent of the company’s share capital and votes after full dilution, calculated on the number of shares that will be added upon full exercise of all 308,000 warrants proposed to be issued in relation to the option program, all 1,154,384 warrants issued in relation to existing employee incentive programs, as well as the exercise of all 1,479,742 TO3 warrants issued in the unit issue resolved in the beginning of 2020.

Malmö on October 23, 2020

Saniona AB (publ)

For more information, please contact

Trista Morrison, Chief Communications Officer, Office +1 (781) 810 9227. Email: trista.morrison@saniona.com

The information was submitted for publication, through the agency of the contact person set out above, at 5:15 p.m. CEST on October 23, 2020.

About Saniona

Saniona is a rare disease biopharmaceutical company focused on research, development and commercialization of treatments for the central nervous system. The company has four programs in clinical development. Saniona intends to develop and commercialize treatments for rare disease indications such as hypothalamic obesity and Prader-Willi syndrome on its own. The research is focused on ion channels and the company has a broad portfolio of research programs. Saniona also has out-licensing agreements with Boehringer Ingelheim GmbH, Productos Medix, S.A de S.V and Cadent Therapeutics. Saniona is based in Copenhagen, Denmark, and in Boston, US. The company’s shares are listed on Nasdaq Stockholm Small Cap (OMX: SANION). Read more at www.saniona.com.

Attachment

To view this piece of content from www.globenewswire.com, please give your consent at the top of this page.

About GlobeNewswire

GlobeNewswire
GlobeNewswire
One Liberty Plaza - 165 Broadway
NY 10006 New York

https://globenewswire.com

GlobeNewswire is one of the world's largest newswire distribution networks, specializing in the delivery of corporate press releases financial disclosures and multimedia content to the media, investment community, individual investors and the general public.

Subscribe to releases from GlobeNewswire

Subscribe to all the latest releases from GlobeNewswire by registering your e-mail address below. You can unsubscribe at any time.

Latest releases from GlobeNewswire

The results of the private placement of Subordinated Convertible Notes and private placement of Secured Notes of AS PRFoods / transactions with persons connected with the issuer18.6.2021 16:22:48 CEST | Press release

THIS NOTICE IS NOT INTENDED FOR PUBLICATION, ALLOCATION OR TRANSMISSION, IN PART OR WHOLLY, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, OR ELSEWHERE THE DISCLOSURE OR TRANSMISSION OF THIS INFORMATION IS NOT ALLOWED. By a company announcement dated 04.06.2021, AS PRFoods (hereinafter "PRFoods") informed investors that it was conducting an issue of subordinated convertible notes, whereunder PRFoods is to issue up to 350 subordinated convertible notes, with the maximum aggregate nominal value of up to EUR 3,500,000, nominal value of EUR 10,000 per subordinated convertible note, interest rate of 7% per annum and maturity date on 01.10.2025 (hereinafter the “ConvertibleNotes”). The subscription period for the Convertible Notes ended on 14.06.2021. In course of the private placement, investors subscribed for 237 Convertible Notes, with the aggregate nominal value of EUR 2,370,000, i.e. for approximately 67% of the m

CONDITIONS FOR PURCHASES OF CORPORATE BONDS18.6.2021 16:20:00 CEST | Press release

Bid procedure, 2021-06-23BondsBonds issued in SEK by Swedish non-financial undertakings. The following bonds are eligible for delivery: RIKSHEM AB: SE0011452507, 2023-07-18 RIKSHEM AB: SE0011869981, 2023-05-08 EPIROC AB: XS1918042364, 2023-12-06 EPIROC AB: XS2258568778, 2026-05-18 SCANIA CV AB: XS2042641121, 2022-08-22 SCANIA CV AB: XS2332891089, 2023-04-19 AB INDUSTRIVARDEN: SE0011869668, 2022-02-28 AB INDUSTRIVARDEN: SE0012676724, 2023-02-20 SVENSK FASTIGHETS FIN: SE0012194058, 2022-02-28 SVENSK FASTIGHETS FIN: SE0012676872, 2022-09-07 Delivery of a Bond may not occur if the Counterparty has purchased the Bond from the issuer more recently than one month prior to the date of announcement of the Special terms, that is, the purchase may not have taken place after: 2021-05-23Bid date2021-06-23Bid times10.00-11.00 (CET/CEST) on the Bid dateRequested volume (corresponding nominal amount)SE0011452507: 30 mln SEK +/-30 mln SEK SE0011869981: 30 mln SEK +/-30 mln SEK XS1918042364: 30 mln SEK

CONDITIONS FOR RIKSBANK BID PROCEDURE KOMMUNINVEST BONDS18.6.2021 16:20:00 CEST | Press release

Bid procedure, 2021-06-22BondsKOMMUNINVEST I SVERIGE: 2311. SE0010948240. 2023-11-13 KOMMUNINVEST I SVERIGE: 2505, SE0011414010, 2025-05-12 KOMMUNINVEST I SVERIGE: 2805, SE0015660139, 2028-05-12 BidsBids on interest and volume are entered via Bloomberg Bond Auction SystemBid date2021-06-22Bid times10.00-11.00 (CET/CEST) on the Bid dateRequested volume (corresponding nominal amount)2311: 500 mln SEK +/-250 mln SEK 2505: 1000 mln SEK +/-500 mln SEK 2805: 750 mln SEK +/-350 mln SEK Highest permitted bid volume (corresponding nominal amount)2311: 500 mln SEK per bid 2505: 1000 mln SEK per bid 2805: 750 mln SEK per bid Lowest permitted bid volume (corresponding nominal amount)SEK 50 million per bidExpected allocation timeNot later than 11.15 (CET/CEST) on the Bid dateDelivery and payment date2021-06-24Delivery of bondsTo the Riksbank's account in Euroclear Sweden AB's securities settlement system 1 4948 6383General Terms and ConditionsGeneral Terms and Conditions General Terms and Condition

CONDITIONS FOR THE RIKSBANK´S PURCHASES OF COMMERCIAL PAPER18.6.2021 16:20:00 CEST | Press release

Bid procedure, 2021-06-23CertificateCommercial paper issued in SEK by non-financial companies with their registered office in Sweden and with a remaining maturity of up to six months on the Bid date. i.e. with the latest maturity date as of 2021-12-23 Delivery may not be made in commercial paper purchased by the Counterparty from the issuer less than one week prior to the date for announcing the Special terms, i.e. the purchase may not have been made after 2021-06-11 BidsCounterparties may make one bid per Credit rating class and maturity class. Bids are made to tel 08-696 69 70 and confirmed by e-mail to EOL@riksbank.se.Bid date2021-06-23Bid times09.00-09.30 (CET/CEST) on the Bid dateRequested volume (corresponding nominal amount)SEK 4 billionHighest permitted bid volume (corresponding nominal amount)The total bid volume from one Counterparty for the two Credit rating classes may not exceed SEK 4 billion. No bid may contain Commercial paper in excess of SEK 250 million issued by the s

Eolus förvärvar två fullt tillståndsgivna svenska vindkraftsprojekt18.6.2021 16:15:00 CEST | Pressemelding

Hässleholm den 18 juni 2021 Eolus har tecknat avtal med RWE om att förvärva två fullt tillståndsgivna svenska vindkraftsprojekt. Projekten som omfattar 99 MW är lokaliserade i SE3 och Eolus kommer under sommaren att påbörja försäljningsprocessen med ambitionen att teckna avtal med en investerare under hösten 2021. Projekten är belägna i Avesta kommun (Skallberget/Utterberget) och Hedemora kommun (Tjärnäs) och omfattar totalt vardera 74,4 MW och 24,8 MW. Projekten är fullt tillståndsgivna. Eolus kommer under sommaren att påbörja försäljningsprocessen med ambitionen att teckna ett avtal med en investerare under hösten 2021. Planerad driftsättning är under 2023. För ytterligare information kontakta: Per Witalisson, VD, telefon +46 (0)70-265 16 15 Johan Hammarqvist, kommunikationschef, telefon +46 (0)720-50 59 11 Kort om Eolus Eolus Vind är en av Nordens ledande projektörer av vindkraftsanläggningar. Eolus skapar värden i alla led inom ramen för projektutveckling och drift av vindkraftsanl

Eolus acquires two fully permitted wind power projects in Sweden18.6.2021 16:15:00 CEST | Press release

Hässleholm, Sweden, June 18, 2021 Eolus has signed an agreement to acquire two fully permitted wind power projects in Sweden from RWE. The projects located in SE3 totals about 99 MW and Eolus will during summer initiate the sales process with the ambition to sign an agreement with an investor during the autumn of 2021. The projects are located in Avesta municipality (Skallberget/Utterberget) and Hedemora municipality (Tjärnäs) and totals respectively 74.4 MW and 24.8 MW. The projects are fully permitted. Eolus will during the summer initiate the sales process with the ambition to sign an agreement with an investor during the autumn of 2021. Planned commissioning is during 2023. For further information contact: Per Witalisson, CEO, +46 70-265 16 15 Johan Hammarqvist, Head of Communications, +46 720 50 59 11 About Eolus: Eolus Vind AB is one of the leading wind power developers in the Nordics. Eolus is active in the whole value chain from development of green field projects to constructi

Stolt-Nielsen Limited to Host a Video Conference to Present the Results for the Second Quarter of 202118.6.2021 15:22:01 CEST | Press release

LONDON, June 18, 2021 – Stolt-Nielsen Limited (Oslo Børs: SNI) will host a video conference to present the Company’s unaudited results for the second quarter of 2021 on Thursday, July 1, 2021 at 15:00 CEST (09:00 EST, 14:00 BST). The presentation and video conference will be hosted by: - Mr. Niels G. Stolt-Nielsen - Chief Executive Officer, Stolt-Nielsen Limited - Mr. Jens F. Grüner-Hegge - Chief Financial Officer, Stolt-Nielsen Limited - Mr. Lucas Vos - President, Stolt Tankers Those who wish to watch the live broadcast may access it here The presentation will be published on our website: https://www.stolt-nielsen.com/en/investors/reports-presentations/ For additional information please contact: Jens F. Grüner-Hegge Chief Financial Officer UK +44 (0) 20 7611 8985 j.gruner-hegge@stolt.com Ellie Davison Head of Corporate Communications UK +44 (0) 20 7611 8926 e.davison@stolt.com About Stolt-Nielsen Limited Stolt-Nielsen Limited (SNL or 'the Company') is a long-term investor and manager