Santhera Publishes Agenda for its Annual General Meeting - May 27, 2021

Pratteln, Switzerland, May 27, 2021 – Santhera Pharmaceuticals (SIX: SANN) announces the invitation to its Annual General Meeting (AGM), which will be held on June 22, 2021, at 10:30 hrsat the domicile of the Company.

Invitation and agenda items for the AGM
The invitation and agenda items for the Annual General Meeting can be viewed on Santhera’s website at https://www.santhera.com/investors-and-media/investor-toolbox/share-bondholder-meetings.

Selected agenda items:

Share capital increases
As previously announced, the Board of Directors (BoD) proposes various capital increases to Santhera’s shareholders at the forthcoming AGM. These should give the Company sufficient flexibility to raise additional capital to fund ongoing development activities, increase pre-commercialization activities and expand the organization in view of a US market launch of vamorolone in late 2022, subject to positive results of the pivotal VISION-DMD study. Specifically, the BoD proposes:

  • Ordinary capital increase by CHF 11,236,489 by issuing 11,236,489 fully paid-in registered shares with a par value of CHF 1 each.
  • Increase of authorized capital by CHF 10,232,928 and its extension until June 21, 2023.
  • Increase of conditional capital for financings by CHF 649,285.
  • Increase of conditional capital for employee participation from CHF 2,537,052 by CHF 3,000,000 to CHF 5,537,052.


The figures above do not reflect any share issuances from authorized or conditional capital that have occurred or may occur before the AGM.

If the ordinary capital increase can be fully consummated within three months from the date of the AGM, then in a second step, both the authorized capital and the conditional capital for financing would be increased again by CHF 5,618,244 each.

Elections
The BoD proposes the re-election of Elmar Schnee, Philipp Gutzwiller, Thomas Meier and Patrick Vink as members of the BoD until the end of the ordinary AGM 2022. Elmar Schnee is proposed for re-election as Chairman of the BoD.
Martin Gertsch, member of Santhera's Board of Directors since 2006, thereof as Chairman until 2017 and Vice-Chairman for the two subsequent years, will not stand for re-election. The BoD and Executive Committee sincerely thank Martin for his great commitment and valuable contributions and wish him only the best for the future.

Additional motions submitted to the General Meeting include the following:

  • Approval of the annual financial statements and the consolidated financial statements 2020
  • Allocation of the annual result and reserves
  • Consultative vote on the Compensation Report 2020
  • Discharge of the members of the Board of Directors and the Executive Board for the 2020 financial year
  • Re-election of the members of the Compensation Committee
  • Approval of the compensation of the members of the Board of Directors
  • Approval of the compensation of the members of the Executive Board
  • Re-election of the auditors
  • Re-election of the independent proxy

COVID-19
Due to the extraordinary circumstances and in accordance with the applicable Covid-19 legislation, shareholders may exercise their rights at the AGM exclusively via the independent proxy. There is no possibility to attend the AGM in person.

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 has an exclusive license for all indications worldwide to vamorolone, a first-in-class dissociative steroid with novel mode of action, currently investigated in a pivotal study in patients with DMD as an alternative to standard corticosteroids. The clinical stage pipeline also includes lonodelestat (POL6014) to treat cystic fibrosis (CF) and other neutrophilic pulmonary diseases, as well as 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® is a trademark of Santhera Pharmaceuticals.

For further information please contact:
public-relations@santhera.com or
Eva Kalias, Head External Communications
Phone: +41 79 875 27 80
eva.kalias@santhera.com

Disclaimer / Forward-looking statements
This communication does not constitute an offer or invitation to subscribe for or purchase any securities of Santhera Pharmaceuticals Holding AG. This publication may contain certain forward-looking statements concerning the Company and its business. Such statements involve certain risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of the Company to be materially different from those expressed or implied by such statements. Readers should therefore not place undue reliance on these statements, particularly not in connection with any contract or investment decision. The Company disclaims any obligation to update these forward-looking statements.

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