Santhera’s Shareholders Approve all Board Proposals at Today’s Annual General Meeting

Pratteln, Switzerland, April 22, 2020 – Santhera Pharmaceuticals (SIX: SANN) announces that its shareholders approved all proposals by the Board of Directors at the Annual General Meeting (AGM) held today at the Company’s domicile in Pratteln, Switzerland. In total, 3,936,872 shares equaling 32% of the Company’s share capital were represented.

The Annual General Meeting 2020 took place under extraordinary conditions since, in accordance with the COVID-19 Ordinance 2 of the Swiss Federal Council, the shareholders were mandated to exercise their rights at the AGM 2020 solely via the independent proxy.

“I express my sincere thanks to Santhera’s shareholders for their consent at today’s AGM,” said Elmar Schnee, Chairman of the Board of Directors. “Our Company is approaching key value inflection points in 2020 with the expected approval and launch of Puldysa® (idebenone) and top-line clinical results for vamorolone, both product candidates for the treatment of Duchenne muscular dystrophy. In this context, today’s shareholder votes pave the way for implementation of our ambitious plans towards establishing Santhera as a leader in addressing rare neuromuscular diseases.”

Approval of the 2019 Annual Report, results appropriation and allocation of reserves

The shareholders endorsed the Annual Report, the annual financial statements and the consolidated financial statements for 2019, the appropriation of the net result to new account as well as the allocation of reserves from capital contributions to free reserves. Furthermore, the shareholders granted discharge to the members of the Board of Directors and Executive Management for the financial year 2019.

Consent to capital structure supports financial and strategic flexibility

In two separate votes, the shareholders approved the increase of conditional capital from CHF 2,500,000 to CHF 4,800,000 and the increase of authorized capital from CHF 3,000,000 to CHF 5,500,000. With their consent, the shareholders support the financial flexibility of the Company in view of its growth plans.

Members of the Board of Directors and the Compensation Committee re-elected

Shareholders re-elected Elmar Schnee, Martin Gertsch, Philipp Gutzwiller, Patrick Vink and Thomas Meier as members of the Board of Directors, each for a term of one year. In addition, shareholders re-elected Elmar Schnee as Chairman of the Board of Directors. Furthermore, the shareholders confirmed Elmar Schnee and Patrick Vink as members of the Compensation Committee.

Compensation Report and remuneration for Board and Executive Management approved

In a consultative vote, the shareholders endorsed the Compensation Report 2019. In separate binding votes, Santhera’s shareholders agreed to the compensation for members of the Board of Directors (maximum total amount of fixed compensation covering the period from the 2020 AGM to the 2021 AGM) and for the members of the Executive Management (maximum total amount of fixed compensation 2021 and variable compensation 2019).

AGM documents

The invitation with proposals and explanations on the agenda items is available on the Company’s website at www.santhera.com/investors-and-media/investor-toolbox/shareholder-meetings. From the end of next week, the minutes of the Annual General Meeting 2020 will also be available.

About Santhera

Santhera Pharmaceuticals (SIX: SANN) is a Swiss specialty pharmaceutical company focused on the development and commercialization of innovative medicines for rare neuromuscular and pulmonary diseases with high unmet medical need. Santhera is building a Duchenne muscular dystrophy (DMD) product portfolio to treat patients irrespective of causative mutations, disease stage or age. A marketing authorization application for Puldysa® (idebenone) is currently under review by the European Medicines Agency. Santhera has an option to license vamorolone, a first-in-class anti-inflammatory drug candidate with novel mode of action, currently investigated in a pivotal study in patients with DMD to replace standard corticosteroids. The clinical stage pipeline also includes lonodelestat (POL6014) to treat cystic fibrosis (CF) and other neutrophilic pulmonary diseases, as well as omigapil and an exploratory gene therapy approach targeting congenital muscular dystrophies. Santhera out-licensed ex-North American rights to its first approved product, Raxone® (idebenone), for the treatment of Leber's hereditary optic neuropathy (LHON) to Chiesi Group. For further information, please visit www.santhera.com. 

Raxone^® and Puldysa^® are trademarks of Santhera Pharmaceuticals.