Relief Therapeutics Announces Notice of Annual General Meeting of RELIEF THERAPEUTICS Holding SA

Relief Therapeutics Holding SA / Key word(s): AGMEGM

06-May-2022 / 07:00 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.

Relief Therapeutics Announces Notice of Annual General Meeting of RELIEF THERAPEUTICS Holding SA

Geneva, Switzerland, May 6, 2022 – RELIEF THERAPEUTICS Holding SA (SIX: RLF, OTCQB: RLFTY) ("Relief" or the "Company"), a biopharmaceutical company seeking to provide patients therapeutic relief from serious diseases with high unmet need, today gives notice of the Annual General Meeting ("AGM") of shareholders to be held on May 31, 2022.

Due to the ongoing COVID-19 pandemic, the Board of Directors decided that the meeting will be held without the presence of shareholders in accordance with the requirements of article 27 of Ordinance 3 issued by the Swiss Federal Council on Measures to Combat the Coronavirus. Guidelines on how to deliver voting instructions can be found in the AGM formal invitation, which will be sent out on Monday, May 9, 2022 to registered shareholders.

Agenda and Proposals of the Board of Directors:

1. Approval of the Annual Report, Statutory Financial Statements and Consolidated Financial Statements for the year 2021

The Board of Directors recommends that the General Meeting approves the Annual Report, the Statutory Financial Statements and the Consolidated Financial Statements for the year 2021.

2. Appropriation of Results

The Board of Directors proposes to carry forward the loss for the year 2021 of CHF 29'553'450, thereby bringing the loss carried forward from CHF 157'935'435 to CHF 187'488'885.

3. Discharge of the Board of Directors and the Executive Committee

The Board of Directors proposes that the General Meeting grants discharge to each and all members of the Board of Directors, still active or having resigned, and of the Executive Committee for their activities in the financial year 2021.

4. Increase of the Authorized Share Capital

The authorized share capital is intended for the future financing of the Company as required in connection with future projects, as well as for responding quickly to strategic business opportunities. The Board of Directors proposes to maintain an authorized share capital of around but not more than 50% of the ordinary share capital and, therefore, to increase the amount of the existing authorized share capital from CHF 6'564'970.92 to CHF 22'000'000.00.

5. Votes on the compensation of the members of the Board of Directors and of the Executive Committee

5.1. Binding vote on the total compensation of the members of the Board of Directors for the period from the Annual General Meeting 2022 until the Annual General Meeting 2023

The Board of Directors recommends that the General Meeting approves a maximum amount of CHF 2'500'000 (both fixed and variable compensation, including stock options and other benefits, but excluding employer social security contributions) for the members of the Board of Directors for the period from the AGM 2022 until the AGM 2023.

This compensation amount is the same amount approved by the January 2022 Extraordinary General Meeting for the prior period (from the AGM 2021 until the AGM 2022).

5.2. Binding vote on the total remuneration of the members of the Executive Committee for the financial year 2023

The Board of Directors recommends that the General Meeting approves a maximum total compensation of CHF 5'000'000 (both fixed and variable compensation, including stock options and other benefits, but excluding employer social security contributions) for the members of the Executive Committee for the financial year 2023.

5.3. Consultative vote on the 2021 Compensation Report

The Board of Directors recommends that the General Meeting approves, on a consultative basis, the Compensation Report for the financial year 2021.

6. Elections

6.1 Re-election of existing members of the Board of Directors

The Board of Directors proposes to re-elect the existing members of the Board of Directors, Dr. Raghuram Selvaraju, Dr. Thomas Plitz, Dr. Patrice Jean, Mr. Paolo Galfetti, and Ms. Michelle Lock.

6.2 Chairman of the Board of Directors

The Board of Directors proposes to re-elect the Chairman of the Board of Directors, Dr. Raghuram Selvaraju.

6.3 Nomination and Compensation Committee

The Board of Directors proposes to re-elect the members of the Nomination and Compensation Committee, Dr. Raghuram Selvaraju and Dr. Thomas Plitz.

6.4 Independent Voting Rights Representative

The Board of Directors proposes to re-elect the Independent Voting Rights Representative, Mr. Thomas Hua.

6.5 Auditors

The Board of Directors proposes to re-elect the auditors, MAZARS SA.

The full agenda is available for download on the Company’s website: (https://relieftherapeutics.com/investor-relations).

ABOUT RELIEF

Relief focuses primarily on clinical-stage programs based on molecules with a history of clinical testing and use in human patients or a strong scientific rationale. Relief’s drug candidate, RLF-100^® (aviptadil), a synthetic form of Vasoactive Intestinal Peptide (VIP), is in late-stage clinical testing in the U.S. for the treatment of respiratory deficiency due to COVID-19 through Relief’s collaboration partner in the U.S., NeuroRx, Inc. Relief also has a Collaboration and License Agreement with Acer Therapeutics for the worldwide development and commercialization of ACER-001 (sodium phenylbutyrate) for the treatment of various inborn errors of metabolism, including Urea Cycle Disorders and Maple Syrup Urine Disease. Acer’s new drug application for ACER-001 for use as a treatment of urea cycle disorders was recently accepted by the FDA for filing with a PDUFA decision date of June 5, 2022. Finally, Relief's acquisitions last summer of APR Applied Pharma Research SA and AdVita Lifescience GmbH brought to Relief a diverse pipeline of marketed and development-stage programs.

RELIEF THERAPEUTICS Holding SA is listed on the SIX Swiss Exchange under the symbol RLF and quoted in the U.S. on OTCQB under the symbols RLFTF and RLFTY. For more information, visit www.relieftherapeutics.com. Follow us on LinkedIn.

Disclaimer: This communication expressly or implicitly contains certain forward-looking statements concerning RELIEF THERAPEUTICS Holding SA. Such statements involve certain known and unknown risks, uncertainties and other factors, including those risks discussed in RELIEF THERAPEUTICS Holding SA's press releases and filings with the SIX, which could cause the actual results, financial condition, performance or achievements of RELIEF THERAPEUTICS Holding SA to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. RELIEF THERAPEUTICS Holding SA is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.