RELIEF THERAPEUTICS Holding SA Announces Results of Extraordinary General Meeting of Shareholders Shareholders approved all proposals by a large majority
GENEVA (APR. 26, 2024) – RELIEF THERAPEUTICS Holding SA (SIX: RLF, OTCQB: RLFTF, RLFTY) (Relief Therapeutics, or the Company), a biopharmaceutical company committed to delivering innovative treatment options for select specialty, unmet and rare diseases, announces the results of the extraordinary general meeting (EGM) of shareholders, which took place in Geneva today, Friday, April 26, 2024. The proposed resolutions were approved by more than 85 percent of the represented votes.
EGM results
- Election of new members of the Board of Directors
The EGM elected Mr. Peter de Svastich, Mr. Gregory Van Beek, and Mr. Thomas Elzinga as new members of the Company's Board of Directors, for a term of office extending until completion of the next Annual General Meeting expected in June 2024. As anticipated, Ms. Patrice Jean and Mr. Thomas Plitz have concluded their service on the Board of Directors, effective today.
Raghuram (Ram) Selvaraju, Chairman of the Board of Relief Therapeutics, commented: “We are welcoming three new board members, each with valuable expertise and fresh perspective, critical for guiding our strategic direction and enhancing shareholder value. At the same time, we express our deepest gratitude to our two departing members for their invaluable contributions and dedication in shaping our path forward.”
- Capital Reduction by Reduction of Nominal Value
The EGM approved a reduction of the nominal value of the Company's share capital from CHF 56'163'348.00 to CHF 1'404'083.70. The number of outstanding shares, as well as shareholders' financial and patrimonial rights, are not affected by this technical adjustment.
- Increase of the Conditional Share Capital
The EGM approved an increase of the existing conditional share capital to 7'000'000 shares.
- Reinstatement and Extension of the Capital Band
The EGM approved an increase of the Company's capital band to 7'000'000 shares and extended its duration until April 25, 2029.
- Votes on the compensation of the members of the Board of Directors and of the Executive Committee
The EGM approved a maximum amount of CHF 500'000 for compensation of the members of the Board of Directors for the period from the Annual General Meeting 2023 until the Annual General Meeting 2024, and a maximum amount of CHF 4'000'000 for the members of the Executive Committee for the financial year 2024, inclusive of fixed and variable compensation, stock options, and other benefits.
- Discharge of the Board of Directors and the Executive Committee
The EGM granted discharge to each and all members of the Board and of the Executive Committee, including former members, for the financial years 2022 and 2023.
- Amendments to the Articles of Association related to the New Corporate Law
The EGM approved textual amendments to article 23 para. 1 and article 25 para. 3 of the Articles of Association for alignment with the new corporate law.
The resolutions submitted for the shareholders' vote are detailed in the EGM invitation. The detailed voting results will be made available on the Company’s website later today.
ABOUT RELIEF THERAPEUTICS
Relief Therapeutics is a commercial-stage biopharmaceutical company committed to advancing treatment paradigms and delivering improvements in efficacy, safety, and convenience to benefit the lives of patients living with select specialty and rare diseases. Relief Therapeutics' portfolio offers a balanced mix of marketed, revenue-generating products, our proprietary, globally patented Physiomimic™ and TEHCLO™ platform technologies and a targeted clinical development pipeline consisting of risk-mitigated assets focused in three core therapeutic areas: rare skin diseases, rare metabolic disorders, and rare respiratory diseases. In addition, Relief Therapeutics is commercializing several legacy products via licensing and distribution partners. Relief Therapeutics' mission is to provide therapeutic relief to those suffering from rare diseases and is being advanced by an international team of well-established, experienced biopharma industry leaders with extensive research, development and rare disease expertise. Relief Therapeutics is headquartered in Geneva, with additional offices in Balerna, Switzerland, Offenbach am Main, Germany and Monza, Italy. Relief Therapeutics 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, please visit our website www.relieftherapeutics.com or follow Relief Therapeutics on LinkedIn.
CONTACT:
RELIEF THERAPEUTICS Holding SA
Jeremy Meinen
Chief Financial Officer
contact@relieftherapeutics.com
DISCLAIMER
This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, including its ability to achieve its corporate, development and commercial goals, and other factors which could cause the actual results, financial condition, performance or achievements of Relief Therapeutics to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. A number of factors, including those described in Relief Therapeutics' filings with the SIX Swiss Exchange and the U.S. Securities and Exchange Commission (SEC), could adversely affect Relief Therapeutics. Copies of Relief Therapeutics’ filings with the SEC are available on the SEC EDGAR database at www.sec.gov. Relief Therapeutics does not undertake any obligation to update the information contained herein, which speaks only as of this date.
