Notice of Saniona AB annual shareholders’ meeting
April 23, 2021
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 26 May 2021.
In light of the ongoing Covid-19 pandemic and in order to reduce the risk of infection spreading, the board of directors has resolved that the annual shareholders’ 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 26 May 2021, 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 18 May 2021; and
- have notified their participation no later than Tuesday 25 May 2021 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.
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 20 May 2021. 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 (2020:198) 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 25 May 2021. 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.
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) J. Donald deBethizy (re-election).
(b) Jørgen Drejer (re-election).
(c) Anna Ljung (re-election).
(d) Edward C. Saltzman (re-election).
(e) Carl Johan Sundberg (re-election).
(f) Chairman of the board: J. Donald deBethizy (re-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 2022.
14. Resolution on remuneration of the Nomination Committee for work up and until the annual shareholders’ meeting in 2021.
15. Resolution on approval of remuneration report.
16. Resolution on amendment of the Articles of Association.
17. Resolution on authorization for the board of directors regarding issues.
18. Closing of the meeting
Item 1: Election of chairman of the meeting
The Nomination Committee, consisting of Søren Skjærbæk, representing Jørgen Drejer; John Haurum, representing New Leaf Ventures; 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 New Leaf Ventures, 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 five 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 that board remuneration shall be paid with SEK 400,000 to the chairman of the board (SEK 300,000 previous year), with SEK 250,000 to each of the members of the board, who are not employed by Saniona or any of its subsidiaries (SEK 160,000 previous year), and an additional SEK 140,000 for each member of the board domiciled in North America. In addition, remuneration is proposed to be paid for committee work with SEK 120,000 to the chairman of the Audit Committee (SEK 60,000 previous year), with SEK 60,000 to each of the other members of the Audit Committee (SEK 30,000 previous year) and with SEK 60,000 to each member of the Remuneration Committee (SEK 30,000 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 J. Donald deBethizy, Jørgen Drejer, Anna Ljung, Edward C. Saltzman and Carl Johan Sundberg are re-elected as ordinary board members, and that J. Donald deBethizy is re-elected as chairman of the board.
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. With “largest shareholders” are meant the shareholders registered with Euroclear Sweden AB as of last 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 2022
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 2022 with SEK 30,000 to each member, who is not also a board member.
Item 14:Resolution on remuneration of the Nomination Committee for work up and until the annual shareholders’meeting in 2021
The Nomination Committee proposes that, with retroactive effect, 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 2021 with SEK 30,000 to each member, who is not also a board member.
Item 15: 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 2020.
Item 16: Resolution on amendment of the Articles of Association
The board of directors proposes that the annual shareholders’ meeting resolves to amend the company’s Articles of Association in accordance with the following:
§ 4 Share capital and number of shares
The share capital shall be not less than SEK 1,470,000 and not more than SEK 5,880,000. The number of shares shall be not less than 29,400,000 shares and not more than 117,600,000 shares.
The share capital shall be not less than SEK 3,115,000 and not more than SEK 12,460,000. The number of shares shall be not less than 62,300,000 shares and not more than 249,200,000 shares.
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).
Item 17: 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. In case the authorization is used for an issue with deviation from the shareholders’ preferential rights, the subscription price shall be on market terms (subject to customary new issue discount, as applicable). 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 resolutions on the proposals pursuant to items 16 and 17, the proposals have 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 16 May 2021. The information is provided by keeping it available at the company's office and website, no later than Friday 21 May 2021. 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 62,372,831. Following the registration of the shares resulting from the exercise of the warrants series TO3, the total number of shares and votes in the company will amount 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 2021
Saniona AB (publ)
The Board of Directors
For more information, please contact
Trista Morrison, Chief Communications Officer, Saniona. Office: + 1 (781) 810-9227. Email: email@example.com
This information was submitted for publication, through the agency of the contact persons set out above, at 08.00 CEST on April 23, 2021.
Saniona is a biopharmaceutical company focused on discovering, developing, and delivering innovative treatments for rare disease patients around the world. The company’s lead product candidate, Tesomet, is in mid-stage clinical trials for hypothalamic obesity and Prader-Willi syndrome, severe rare disorders characterized by uncontrollable hunger and intractable weight gain. Saniona’s robust drug discovery engine has generated a library now consisting of more than 20,000 proprietary modulators of ion channels, a significantly untapped drug class that is scientifically validated. Lead candidate SAN711 is entering Phase 1 for rare neuropathic disorders, with SAN903 for rare inflammatory and fibrotic disorders advancing through preclinical development. Led by an experienced scientific and operational team, Saniona has an established research organization in Copenhagen, Denmark and is building its corporate office in the Boston, Massachusetts area, U.S. The company’s shares are listed on Nasdaq Stockholm Small Cap (OMX: SANION). Read more at www.saniona.com.
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