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(January 19, 2018)
January 19, 2018
Today, on January 19, 2018, an extraordinary shareholders' meeting was held in Saniona AB (publ). A summary of the resolutions adopted follows below. All resolutions were adopted with the required majority of votes.
Election of board members and remuneration for the board members
The extraordinary shareholders' meeting resolved, in accordance with the proposal from the Nomination Committee, to elect J. Donald deBethizy and Anna Ljung as new ordinary board members for the time period up until the next annual shareholders' meeting alongside the board members elected at the annual shareholders' meeting held on May 23, 2017. J. Donald deBethizy was elected as new chairman of the board of directors.
It was furthermore resolved that board remuneration shall be paid with SEK 68,750 to J. Donald deBethizy in capacity as the chairman of the board of directors for the time period up until the next annual shareholders' meeting (corresponding to a yearly remuneration of SEK 275,000) and with SEK 27,500 to Anna Ljung for the time period up until the next annual shareholders' meeting (corresponding to a yearly remuneration of SEK 110,000). A separate remuneration of SEK 7,500 shall be paid to Anna Ljung in capacity as the chairman of the Audit Committee for the time period up until the next annual shareholders' meeting (corresponding to a yearly remuneration of SEK 30,000).
Resolution on (A) option program for the chairman of the board of directors; and (B) directed issue of warrants and approval of transfer of warrants
The extraordinary shareholders' meeting resolved, in accordance with the proposal from the Nomination Committee, to adopt an option program for the proposed chairman of the board of directors, J. Donald deBethizy, and on a directed issue of warrants and an approval of transfer of warrants.
The program implies that a maximum of 217,625 options shall be offered to J. Donald deBethizy. The holder shall be entitled to exercise allotted and vested 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 first quarter of 2021 and the last time after the announcement of the quarterly report for the first 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 June 2021 and the last time in June 2024. Each option entitles the holder a right to acquire one new share in the company against cash consideration at a subscription price amounting to 100 per cent of the average closing price of the company's share on Nasdaq Stockholm during ten trading days prior to the extraordinary shareholders' meeting on 19 January 2018. The options shall be allotted without consideration, and 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 extraordinary shareholders' meeting resolved to issue a maximum of of 286,003 warrants to a wholly owned subsidiary in the Saniona Group. The warrants may thereafter be transferred to the participant in the option program without consideration in connection with the exercise of options. The purpose of the option program is to offer a competitive remuneration package in order to attract, retain and motivate an internationally experienced chairman of the board of directors in the company and to incentivize the chairman of the board of directors to perform his outmost on delivering maximal value growth for all shareholders. In case all warrants under the option program are exercised for subscription of shares, a total of 286,003 shares will be issued, which corresponds to a dilution of approximately 1.30 per cent of the company's share capital and votes.
Malmö on January 19, 2018
Saniona AB (publ)
For more information, please contact
Thomas Feldthus, EVP and CFO, Saniona, Mobile: +45 2210 9957, E-mail: [email protected]
This information was submitted for publication, through the agency of the contact person set out above, at 12:00 CET on January 19, 2018.
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 Boehringer Ingelheim GmbH, Proximagen Ltd., Productos Medix, S.A de S.V and Cadent Therapeutics. Saniona is based in Copenhagen, Denmark, where it has a research center of high international standard. Saniona is listed at Nasdaq Stockholm Small Cap and has about 5,300 shareholders. The company's share is traded under the ticker SANION. Read more at www.saniona.com.Attachments:
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