14 June 2019
RELIEF THERAPEUTICS Holding SA (SIX:RLF) (“Relief” or “Company”) announces that at today’s Annual General Meeting 2019 (“AGM”), the Shareholders approved all agenda items proposed by the Board of Directors with large majority of the represented votes.
The agenda of the AGM covered the following items:
1) Approval of the Annual Report, Statutory Financial Statements and Consolidated Financial Statements for the year 2018, 2) Appropriation of Results, 3) Discharge of the members of the Board of Directors and of the Executive Committee, 4) Change of the current Authorized Shared Capital, 5) Increase of the current Conditional Share Capital, 6) Change of the Article of Association (AoA) regarding the composition of the Board of Directors, 7) Change of the AoA regarding the composition of the Nomination and Compensation Committee, 8) Binding votes on the compensation of the members of the Board of Directors and of the Executive Committee and consultative vote on the Compensation Report, 9) Elections of the Board of Directors, Chairman of the Board of Directors, Nomination and Compensation Committee, Independent Proxy Holder and Auditors.
1’140’600’095 shares representing 53.96% of the shares issued and 69.40% of the voting rights were represented at the AGM.
The shareholders approved the annual report, the statutory financial statements and the consolidated financial statements for the year 2018.
The shareholders agreed to carry forward the loss for the year 2018 in the amount of CHF 6’228’000 leading to an accumulated loss at the end of the period of CHF 101’580’284.
The shareholders granted discharge to all the members of the Board of Directors and of the Executive Committee for their activities during the financial year 2018. In particular, the General Meeting granted discharge to Dr. Dreano, Dr. Hedou and Dr. Sagot for their services for the whole year 2018.
The AGM approved the modification of the Authorized and Conditional Share Capitals of the Company which now amount CHF 1’056’959’600 and 1’056’959’622, respectively.
The Shareholders approved the changes of the AoA proposed by the Board of Directors that modify the minimum number of members of the Board of Directors from 3 to 1 and the number of members of the Nomination and Compensation Committee to a minimum of 1.
The shareholders approved the proposed compensation of CHF 200’000 for the members of the Board of Directors from this AGM to that of 2020 and the compensation of CHF 1’500’000 for the members of the Executive Committee for the year 2019.
The General Meeting decided to re-elect for the period of one year between the AGM 2019 until the AGM 2020, two previous members of the Board of Directors, namely Dr. Raghuram Selvaraju, and Mr. Peter De Svastich. In addition, as Mr. Michel Dreano resigned from his role of member of the Board of Directors with effect on the date of the 2019 AGM, the General Meeting elected a new member of the Board of Directors Mr. Thomaz Burkhardt. The General Meeting confirmed Mr Selvaraju as Chairman of the Board of Directors.
In addition, Mr. Peter de Svastich has been re-elected as member of the Nomination and Compensation Committee and the Geneva-based law firm gbf Avocats SA represented by Me Thomas Hua was elected as independent proxy holder until the next AGM to replace the firm Bugnon Ballansat & Ehler that has been warmly thanked. Finally, the firm Mazars was re-elected by the shareholders as the statutory auditor for a term of office until the next AGM of 2020.
RELIEF THERAPEUTICS Holding AG is a clinical stage biotechnology company with a portfolio of drug candidates derived from natural human origins. Its two most promising drug candidates are aviptadil for the treatment of sarcoidosis (to enter Phase III) and low dose interleukin-6 (atexakin alfa) for the treatment of peripheral diabetic neuropathy (to enter Phase II). Aviptadil development in sarcoidosis focuses the drug on an orphan disease market, in which European regulators have indicated that a single pivotal Phase III trial would be sufficient to support approval. Atexakin alfa is the subject of an exclusive worldwide development and commercialization agreement with Merck KGaA, and has been the subject of multiple clinical trials. Based on its unique mechanism of action, atexakin alfa could become the first regenerative therapeutic for peripheral neuropathy. The peripheral diabetic neuropathy market is estimated to reach $4.1 billion in 2019, according to Datamonitor.
RELIEF THERAPEUTICS Holding AG is listed on the SIX Swiss Exchange under the symbol RLF.
This communication expressly or implicitly contains certain forward-looking statements concerning Relief Therapeutics Holding AG and its business. Such statements involve certain known and unknown risks, uncertainties and other factors, which could cause the actual results, financial condition, performance or achievements of Relief Therapeutics Holding AG to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Relief Therapeutics Holding AG 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.