Relief Therapeutics Holding SA / Key word(s): AGMEGM RELIEF THERAPEUTICS Holding SA to Hold Extraordinary General Meeting GENEVA (MAR. 27, 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, today announced it has called an extraordinary general meeting (the EGM) of shareholders to be held at 03:00 p.m. CEST on April 26, 2024. The purpose of the meeting is to vote on several specific items: the election of three nominees to the Board of Directors (the Board); adjustments to the Company's share capital; matters related to the Board and Executive Committee compensation and discharge; and textual amendments to conform the Articles of Association to the new corporate law. We believe such measures enjoy support of the Company's largest shareholder and will enhance the Company's flexibility for future financial operations and business opportunities.
Shareholders will vote on the election of Mr. Peter de Svastich, Mr. Gregory Van Beek, and Mr. Thomas Elzinga as new members of the Board, for a term of office extending until completion of the next Annual General Meeting expected in June 2024. The three nominees are being proposed by Global Emerging Markets (GEM), the Company's largest shareholder with approximately 23% of the Company's outstanding share capital. Detailed presentations about the Board nominees can be found in the comprehensive agenda, available here. Ms. Patrice Jean and Mr. Thomas Plitz, current Board members, announced their intent to conclude their service upon the election of the Board nominees. Mr. Selvaraju, Chairman of the Board, and Ms. Lock, member of the Board and interim CEO of the Company, will continue their service.
The Board proposes to reduce the nominal value of the Company's share capital from CHF 56'163'348.00 to CHF 1'404'083.70 by reducing the nominal value of each share from CHF 4.00 to CHF 0.10. This technical adjustment comes as the share currently quotes at a price below its par value. This situation presents practical implications, including limiting the Company's ability to raise capital. The number of outstanding shares, as well as shareholders' financial and patrimonial rights, will not be affected by the reduction in par value. The modification of the share capital shall render the capital band provisions under the Articles of Association void.
Subject to and contingent upon the approval of the reduction of nominal value (second agenda item above), the Board proposes to reinstate and increase the Company's capital band to 7'000'000 shares and extend its duration until April 25, 2029, maintaining a capital band authorizing capital increases of not more than 50% of the ordinary share capital. The proposed capital band will allow the Board to maintain full flexibility in connection with possible future financing and business opportunities.
Subject to and contingent upon the approval of the reduction of nominal value (second agenda item above), the Board proposes to increase the existing conditional share capital to 7'000'000 shares, maintaining a total conditional share capital of around but not more than 50% of the ordinary share capital. The allocation of the conditional capital is proposed as follows: 1'000'000 shares are designated for the potential granting of stock options to attract and retain key personnel, aligning their interests with those of the shareholders, and 6'000'000 shares are reserved for issuing of financial instruments convertible into shares in support of future financing and business opportunities.
The Board proposes that the General Meeting approves a maximum amount of CHF 500'000 for compensation of the members of the Board 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. These compensation envelopes are inclusive of fixed and variable compensation, stock options, and other benefits.
The Board proposes that the General Meeting grants discharge to each and all members of the Board and of the Executive Committee, including former members, for the financial years 2022 and 2023. Pursuant to Swiss corporate law, discharge for the financial year 2023 will be limited to facts disclosed by the Company or known by the Company's shareholders as of the time of the meeting.
The Board proposes 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 formal notice of convocation to the EGM, including voting guidelines, will be sent on or around April 4, 2024, to registered shareholders. The comprehensive agenda, which includes further details on these motions, is available here. ABOUT RELIEF THERAPEUTICS CONTACT: DISCLAIMER Additional features: File: Ad hoc End of Inside Information |
| Language: | English |
| Company: | Relief Therapeutics Holding SA |
| Avenue de Secheron 15 | |
| 1202 Geneva | |
| Switzerland | |
| Phone: | +41 22 545 11 16 |
| E-mail: | contact@relieftherapeutics.com |
| Internet: | https://relieftherapeutics.com |
| ISIN: | CH0100191136 |
| Valor: | 10019113 |
| Listed: | SIX Swiss Exchange |
| EQS News ID: | 1867715 |
| End of Announcement | EQS News Service |
1867715 27-March-2024 CET/CEST
