Company Announcement no. 8/2013
To: NASDAQ OMX Copenhagen A/S Hørsholm, Denmark, April 17, 2013
Veloxis Pharmaceuticals A/S - Passing of Ordinary General Meeting
Summary: At Veloxis Pharmaceuticals A/S’ Ordinary General Meeting held earlier today, it was resolved to hold the company's general meetings in English without simultaneous interpretation. All proposals from the Board of Directors were adopted, including approval of the Annual Report.
The proposal by the Board of Directors to amend article 8 of the articles of association so that the company's general meetings are held in English without simultaneous interpretation was approved.
At the general meeting, the report by the Board of Directors and Management was adopted and the audited Annual Report was approved.
It was decided that the year’s net loss of DKK 262.7 million be carried forward by transfer to accumulated deficit.
The fee to the Board of Directors for the financial year 2013 was approved. The Board of Directors will receive an identical remuneration as in 2012. Consequently, the board members will receive a fixed cash fee of DKK 150,000 each and the chairman will receive DKK 450,000. In addition, the chairman of a board sub-committee receives DKK 75,000 per year.
Further, members of the Board of Directors may receive incentive-based remuneration under the company's general guidelines for incentive pay to its members of the Board of Directors and executive management, cf. article 16 of the articles of association. The chairman of the Board of Directors will be granted 150,000 warrants and all other board members will be granted 50,000 warrants each. Each board member may decide to receive cash payment instead of warrants corresponding to DKK 1 per warrant.
All existing members of the Board of Directors were up for election. Kurt Anker Nielsen and Ed Penhoet resigned as members of the Board of Directors, whereas the other members were re-elected.
Hence, the Board of Directors comprises:
- Kim Bjørnstrup
- Thomas Dyrberg
- Anders Götzsche
- Mette Kirstine Agger
The Board of Directors constituted itself with Kim Bjørnstrup as Chairman of the Board of Directors and as Chairman of the Compensation Committee, Thomas Dyrberg as Deputy Chairman of the Board of Directors, and Anders Götzsche as Chairman of the Audit Committee.
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab was re-elected as the Company’s auditor.
The general meeting granted the Board of Directors an authorization until the next annual general meeting for the company to acquire the company's own shares for up to 10 per cent of the company's share capital at any time, provided that the acquisition, in accordance with the Danish Companies Act section 197, can be financed by the funds that may be distributed as extraordinary dividends. The payment may not divide from the stock price at NASDAQ OMX Copenhagen A/S with more than 10 per cent at the time of purchase.
For more information, please contact:
Veloxis Pharmaceuticals A/S
Johnny Stilou John Weinberg, M.D.
EVP & CFO EVP & CCO
Phone: +45 21 227 227 Phone: +1 732 321 3208
Email: jst@veloxis.com Email: jdw@veloxis.com
