Dublin, Ireland – 27 May 2022: Cosmo Pharmaceuticals N.V. (SIX: COPN, XETRA: C43) today announced that its shareholders approved all agenda items at today's virtual annual general meeting of shareholders.
8,315,019 ordinary shares in the share capital of Cosmo were represented at this virtual annual general meeting of shareholders constituting 47.40% of the total outstanding ordinary shares in the share capital of Cosmo (as of the record date).
- The proposal to adopt the annual accounts of financial year 2021 ("FY 2021") was adopted with 99.96% of the votes represented.
- The appropriation of the result of FY 2021 was adopted with 100% of the votes represented.
- The proposal to approve the resolution of the Board of Directors to declare a distribution out of Cosmo’s freely distributable reserves was adopted with 83.08% of the votes represented.
- The proposal to grant discharge to the members of the Board of Directors in respect of their performed management, supervision and advice during FY 2021 was with 91.70% of the votes represented.
- The proposal to amend the remuneration policy was adopted with 75.48% of the votes represented.
- The proposal to grant options to subscribe for ordinary shares and/or rights to acquire ordinary shares to the Board of Directors with 75.48% of the votes represented.
- Proposal to authorise the Board of Directors, for a period of eighteen (18) months after the date of this AGM or until the day of the next annual general meeting of shareholders of Cosmo (whichever comes first), to issue - and grant subscription rights to - ordinary shares up to a maximum nominal sum of ten percent (10%) and, in the event of a merger, an acquisition or a strategic alliance to increase this authorisation by a maximum of a further ten percent (10%) of the ordinary shares included in the authorised capital was adopted with 79.47% of the votes represented.
- Proposal to authorise the Board of Directors, for a period of eighteen (18) months after the date of this AGM or until the day of the next annual general meeting of shareholders of Cosmo (whichever comes first), to issue - and grant subscription rights to - ordinary shares up to a maximum nominal sum of ten percent (10%) of the ordinary shares included in the authorised capital, which shares shall be issued for the execution of Cosmo's employee stock ownership plan for directors, employees, co-workers and administrators of Cosmo or a group company was adopted with 75.48% of the votes represented.
- Proposal to authorise the Board of Directors, for a period of eighteen (18) months after the date of this AGM or until the day of the next annual general meeting of shareholders of Cosmo (whichever comes first), to issue preferred shares or to grant the right to subscribe for preferred shares up to the maximum number as provided for in Cosmo’s articles of association with 75.17% of the votes represented.
- Proposal to authorise the Board of Directors to acquire fully paid-up shares in the share capital of Cosmo up to a maximum of ten percent (10%) of the ordinary shares included in the authorised capital, for a period of eighteen (18) months after the date of this AGM or until the day of the next annual general meeting of shareholders of Cosmo (whichever comes first) was adopted with 82.44% of the votes represented.
- Proposal to reappoint BDO Audit & Assurance B.V. as independent auditor of Cosmo for financial year 2022 was adopted with 99.86% of the votes represented.
- Proposal to reappoint Mr. Alessandro Della Chà as executive member of the Board of Directors for a period of one (1) year (ending at the closing of the AGM to be held in 2023) was adopted with 97.66% of the votes represented.
- Proposal to reappoint (i) Mr. Mauro Severino Ajani, (ii) Mr. Dieter A. Enkelmann, (iii) Mrs. Maria Grazia Roncarolo, (iv) Mr. Kevin Donovan, (v) Mr. David Maris and (vi) Mr. Alexis de Rosnay as non-executive member of the Board of Directors for a period of one (1) year (ending at the closing of the AGM to be held in 2023) was adopted with 92.22% of the votes represented.
| Upcoming Calendar of Events: |
|
| Half-Year 2022 Report |
July 28, 2022 |
| Investora Conference, Zurich |
September 21-22, 2022 |
| Credit Suisse Equity Forum Switzerland |
November 15-17, 2022 |
| Jefferies 2022 London Healthcare Conference |
November 15-17, 2022 |
About Cosmo Pharmaceuticals
Cosmo is a pharmaceutical company focused on developing and commercialising products to treat selected gastrointestinal disorders, to improve endoscopy quality measures through aiding the detection of colonic lesions and to treat selected dermatological conditions. Cosmo develops and manufactures products which are distributed globally including Lialda®, Uceris®/Cortiment® and Winlevi®. Cosmo has also developed medical devices for endoscopy and has a partnership with Medtronic for the global distribution of GI Genius™ which uses artificial intelligence to help detect potential signs of colon cancer. Cosmo has licensed Aemcolo® to Red Hill Biopharma Ltd. for the US and has licensed Relafalk® to Dr. Falk Gmbh for the EU and other countries. For additional information on Cosmo and its products please visit the Company’s website: www.cosmopharma.com
Disclaimer
Some of the information contained in this press release contains forward-looking statements. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors. Cosmo undertakes no obligation to publicly update or revise any forward-looking statements.
