Bulletin from the Saniona AB annual shareholders’ meeting on May 26, 2021, and information regarding planned extraordinary shareholders’ meeting

PRESS RELEASE

May 26, 2021

Today, on May 26, 2021, the annual shareholders’ meeting was held in Saniona AB. In light of the ongoing Covid-19 pandemic and in order to reduce the risk of infection spreading, the annual shareholders’ meeting was held only by advance voting (postal vote) in accordance with temporary legislation. All resolutions were adopted with the required majority of votes, apart from the proposals on resolution on amendment of the Articles of Association and on authorization for the board of directors regarding issues. However, the board has been informed that multiple of the company’s largest shareholders had attempted to register their shares for the annual shareholders’ meeting but, due to technical errors beyond their control, their shares were not registered in the separate share register prepared by Euroclear Sweden AB for Saniona’s annual shareholders’ meeting, resulting in these shareholders being unable to vote at the meeting. In light of this information, the board has resolved to convene an extraordinary shareholders’ meeting to be held on 29 June 2021 so as to provide all shareholders with the opportunity to vote on these matters. The notice to the extraordinary shareholders’ meeting will be issued separately today.

A summary of the resolutions adopted at the annual shareholders’ meeting follows below.

Resolution on adoption of accounts and distribution of the company’s profit for 2020

The annual shareholders’ meeting resolved to adopt the profit and loss statement and balance sheet as well as the consolidated profit and loss statement and consolidated balance sheet for 2020. The annual shareholders’ meeting also resolved to distribute the company’s result in accordance with the proposal from the board of directors, meaning that no dividends are paid for the financial year 2020 and that available funds are carried forward to a new account.

Discharge from liability for the board members and the CEO

The annual shareholders’ meeting resolved to discharge the board members and the CEO from liability for the financial year 2020.

Election of board members and auditor as well as remuneration for the board members and auditor

The annual shareholders’ meeting resolved, in accordance with the proposal from the Nomination Committee, to re-elect J. Donald deBethizy, Jørgen Drejer, Anna Ljung, Edward C. Saltzman and Carl Johan Sundberg as ordinary board members. J. Donald deBethizy was re-elected as chairman of the board. Remuneration to the board shall be paid with SEK 400,000 to the chairman of the board, with SEK 250,000 to each of the members of the board, who are not employed by Saniona or any of its subsidiaries, and an additional SEK 140,000 for each member of the board domiciled in North America. Furthermore, it was resolved that remuneration for committee work shall be paid with SEK 120,000 to the chairman of the Audit Committee, with SEK 60,000 to each of the other members of the Audit Committee and with SEK 60,000 to each member of the Remuneration Committee, 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.

Furthermore, the annual shareholders’ meeting resolved, in accordance with the proposal from the Nomination Committee, to re-elect Deloitte AB as the accounting firm and that the remuneration for the auditor shall be paid in accordance with customary norms and approved invoice. Deloitte AB has notified that the certified accountant Jeanette Roosberg will continue to be the auditor in charge.

Resolution on instruction and charter for the Nomination Committee

The annual shareholders’ meeting resolved, in accordance with the proposal from the Nomination Committee, that a Nomination Committee shall be appointed before coming election and remuneration. 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. Furthermore, an instruction and charter for the Nomination Committee was adopted.

Resolution on remuneration of the Nomination Committee for work ahead of the annual shareholders’ meeting in 2022

The annual shareholders’ meeting resolved, in accordance with the proposal from the Nomination Committee, 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.

Resolution on remuneration of the Nomination Committee for work up and until the annual shareholders’ meeting in 2021

The annual shareholders’ meeting resolved, in accordance with the proposal from the Nomination Committee, 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.

Resolution on approval of remuneration report

The annual shareholders’ meeting resolved to approve the board of directors’ remuneration report for the financial year 2020.

Resolution on amendment of the Articles of Association

The board’s proposal on amendment of the Articles of Association did not reach the required majority of votes, whereby the matter lapsed.

Resolution on authorization for the board of directors regarding issues

The board’s proposal on authorization for the board of directors regarding issues did not reach the required majority of votes, whereby the matter lapsed.

Malmö on May 26, 2021

Saniona AB (publ)

For more information, please contact

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

This information was submitted for publication, through the agency of the contact persons set out above, at 18.30 CEST on May 26, 2021.

About Saniona

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.

Attachment

• 05.26.21 AGM Summary Press Release