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Company Announcement no. 5/2012
To: NASDAQ OMX Copenhagen A/S Hørsholm, Denmark, April 18, 2012
Veloxis Pharmaceuticals A/S - Passing of Ordinary General Meeting
Resolution to decrease the capital by writing down the nominal value of the company's shares
Summary: At Veloxis Pharmaceuticals A/S' Ordinary General Meeting held earlier today, it was resolved to decrease the capital by writing down the nominal value of the company's shares. All proposals from the Board of Directors were adopted, including approval of the Annual Report.
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 252.6 million be carried forward by transfer to accumulated deficit.
The fee to the Board of Directors for the financial year 2012 was approved. The Board of Directors will receive an identical remuneration as in 2011. 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 19 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.
The proposal by the Board of Directors to amend article 16 of the articles of association in order to change the age limit for members of the Board of Directors from 70 to 75 years was approved.
All existing members of the Board of Directors were up for election and were re-elected.
Hence, the Board of Directors comprises:
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 Kurt Anker Nielsen 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.
The proposal from the Board of Directors to adopt a capital decrease by nominally DKK 407,288,232 from nominally DKK 452,542,480 to nominally DKK 45,254,248 to transfer to a special reserve fund by writing down the nominal value of the company's shares from nominally DKK 1 to nominally DKK 0.1 per share, and the consequently amendment of the company's articles of association was approved.
Before the execution of the capital decrease a notice will be given to the creditors of the company, requesting them to file their claims against the company, if any, within four weeks in accordance with the law. The request will be published in the Danish Business Authority's IT system. The authorizations to increase the share capital in the articles of association articles 9 and 9A are not to be decreased even though the capital decrease is approved.
For more information, please contact:
Veloxis Pharmaceuticals A/S
Phone: +45 21 227 227
John Weinberg, M.D.
SVP, Commercial Operations & Investor Relations
Phone: + 1 732 321 3208