Initiator Pharma A/S – Resolutions of the annual general meeting 2025
Prenumeration
Beskrivning
| Land | Danmark |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Bioteknik |
The annual general meeting of Initiator Pharma A/S (reg. no. 37663808 the "Company") was held at the office of DLA Piper Denmark, Oslo Plads 2, 2100 Copenhagen OE on 23 May 2025 at 10.00 AM CEST.
Agenda
The agenda of the annual general meeting was as follows:
- Appointment of chairman of the meeting.
- The board of directors’ report.
- Adoption of the annual report.
- A resolution to distribute the profit or cover the loss according to the adopted annual report.
- Approval of the remuneration of the board of directors.
- Election of members to the board of directors.
- Appointment of auditor.
- Any proposals received.
- Renewal of Remuneration Policy 2022
- Presentation and advisory vote on the Remuneration Report 2024.
- Proposal from the board of directors to amend the authorisation to conduct capital increase with pre-emption rights in article 4a of the Company’s articles of association.
- Proposal from the board of directors to amend the authorisation to conduct capital increase without pre-emption rights in article 4b of the Company’s articles of association.
- Authorisation to the chairman of the meeting.
- Any other business.
The general meeting appointed attorney Ulrik Bangsbo Hansen as chairman of the general meeting in accordance with the Company’s articles of association.
The chairman of the meeting established that the general meeting had been duly convened and was quorate.
The following resolutions were passed by the general meeting:
Re item 1 Appointment of chairman of the general meeting.
The general meeting appointed Ulrik Bangsbo Hansen as chairman of the general meeting.
Re item 2 The board of directors’ report.
The board of directors had proposed that the general meeting took note of the board of director’s report on the Company’s activities in the past financial year. The report was presented by CEO Claus Olesen on behalf of the board of directors.
The general meeting took note of the board of directors’ report on the Company’s activities in the past financial year.
Re item 3 Adoption of the annual report.
The board of directors had proposed that the general meeting adopted the annual report for 2024.
The general meeting adopted the annual report for the financial year 2024 unanimously and with all votes present.
Re item 4 A resolution to distribute the profit or cover the loss according to the adopted annual report.
The board of directors had proposed that the loss for the year as recorded in the annual report for 2024 as adopted by the general meeting be carried forward to next year.
The general meeting adopted the board of director’s proposal to carry forward the loss recorded in the annual general report for 2024 unanimously and with all votes present.
Re item 5 Approval of the remuneration of the board of directors.
The board of directors had proposed that chairman of the board of directors should receive 220,000 DKK and that ordinary board members should receive 90,000 DKK.
The general meeting noted that CEO Claus Olesen had waived his remuneration as board member if re-elected to the board of directors.
The general meeting adopted the proposal for remuneration of the board of directors unanimously and with all votes present.
Re item 6 Election of members to the board of directors.
The board of directors had proposed to re-elect the following candidates:
- Magnus Persson
- Annette Colin
- Peter Holm
- Gunilla Ekström
- Claus Olesen
In addition, the board of directors had proposed the election of Göran Ando as a new member of the board of directors. The board reviewed the curriculum vitae of Göran Ando enclosed as appendix 1.
The general meeting elected Magnus Persson, Annette Colin, Peter Holm, Gunilla Ekström, Claus Olesen, and Göran Ando as members of the board of directors unanimously and with all votes present.
After the general meeting, the board of directors constituted itself and elected Magnus Persson as chairman of the board of directors.
Re item 7 Appointment of auditor.
The board of directors had proposed that Deloitte Statsautoriseret Revisionspartnerselskab be re-appointed as the Company’s auditor.
The general meeting elected Deloitte Statsautoriseret Revisionspartnerselskab as the Company’s auditor unanimously and with all votes present.
Re item 8 Any proposals received
The board of directors took a position on the following proposals:
Re item 8.1 Renewal of Remuneration Policy
The board of directors had proposed that the Remuneration Policy 2022 be re-adopted by the General Meeting. The Board reviewed and noted that the Policy 2022 remains accurate and can therefore be re-adopted as is.
The general meeting adopted the Remuneration Report for 2022 unanimously and with all votes present.
Re Item 8.2 Presentation and advisory vote on the Remuneration Report for 2024
The board of directors had proposed that the Remuneration Report 2024 is adopted by the general meeting by advisory vote.
The general meeting adopted the Remuneration Report for 2024 unanimously and with all votes present by advisory vote.
Re item 8.3 Proposal from the board of directors to amend the authorisation to conduct capital increase with pre-emption rights in article 4a of the Company’s articles of association
The board of directors had proposed that the general meeting extended the authorisation in article 4a in the Company’s articles of association until 2030.
The general meeting adopted the proposal unanimously and with all votes present.
The following will be inserted in article 4a in the articles of association (the Danish text prevails):
| Bestyrelsen er bemyndiget til i tiden indtil den 23. maj 2030 at træffe beslutning om at forhøje selskabskapitalen ad en eller flere omgange med op til nominelt DKK 2.354.093,910 med fortegningsret for eksisterende kapitalejere. Kapitalforhøjelser kan ske ved kontant betaling, apportindskud eller konvertering af gæld. Bestyrelsen fastsætter kursen, som kan være til eller under markedskurs. For alle nye kapitalandele udstedt i henhold til bemyndigelsen skal i øvrigt gælde de samme regler som for de hidtidige kapitalandele. Kapitalandele skal være noteret på navn i selskabets ejerbog og være omsætningspapirer. Kapitalandele skal være underkastet de samme regler om fortegningsret, stemmeret, omsættelighed og indløselighed som de hidtidige kapitalandele. De nye kapitalandele skal indbetales fuldt ud. Bestyrelsen træffer beslutning om de øvrige vilkår for kapitalforhøjelserne. | The board of directors is authorised until the period ending 23 May 2030, at one or more times, by resolution of the board of directors to increase the share capital with up to nominal DKK 2,354,093.910 with pre-emptive subscription rights for the Company’s existing shareholders. Capital increases may be carried out by way of cash contribution, contribution in kind or debt conversion. The board of directors determines the subscription price that may be set at market value or at a price below market value.All new shares issued pursuant to the authorization shall be subject to the same rules as the existing shares. The shares shall be registered in the name of the holder in the register of shareholders and shall be negotiable instruments. The shares shall be subject to the same rules on pre-emption rights, voting rights, negotiability and redeemability as the existing shares. The new shares shall be fully paid-up. The board of directors shall determine the remaining terms for the capital increases. |
Re item 8.4 Proposal from the board of directors to amend the authorisation to conduct capital increase without pre-emption rights in article 4b of the Company’s articles of association.
The board of directors had proposed that the general meeting extended the authorisation in article 4b in the Company’s articles of association until 2030.
The general meeting adopted the proposal unanimously and with all votes present.
The following will be inserted in article 4b in the articles of association (the Danish text prevails):
| Bestyrelsen er bemyndiget til i tiden indtil den 23. maj 2030 at træffe beslutning om at forhøje selskabskapitalen ad en eller flere omgange med op til nominelt DKK 1.177.047,06 uden fortegningsret for eksisterende kapitalejere. Kapitalforhøjelser kan ske ved kontant betaling, apportindskud eller konvertering af gæld til favørkurs. For alle nye kapitalandele udstedt i henhold til bemyndigelsen skal i øvrigt gælde de samme regler som for de hidtidige kapitalandele. Kapitalandele skal være noteret på navn i selskabets ejerbog og være omsætningspapirer. Kapitalandele skal være underkastet de samme regler om fortegningsret, stemmeret, omsættelighed og indløselighed som de hidtidige kapitalandele. De nye kapitalandele skal indbetales fuldt ud. Bestyrelsen træffer beslutning om de øvrige vilkår for kapitalforhøjelserne. | The board of directors is authorised until the period ending 23 May 2030, at one or more times, by resolution of the board of directors to increase the share capital with up to nominal DKK 1,177,047.06 without pre-emptive subscription rights for the Company’s existing shareholders. Capital increases may be carried out at least at a favourable price by way of cash contribution, contribution in kind or debt conversion.All new shares issued pursuant to the authorization shall be subject to the same rules as the existing shares. The shares shall be registered in the name of the holder in the register of shareholders and shall be negotiable instruments. The shares shall be subject to the same rules on pre-emption rights, voting rights, negotiability and redeemability as the existing shares. The new shares shall be fully paid-up. The board of directors shall determine the remaining terms for the capital increases. |
Re. item 8.5 Authorisation to the chairman of the meeting
The board of directors had proposed to authorise attorney-at-law Ulrik Bangsbo Hansen (with a right of substitution) on behalf of the Company to apply to the Danish Business Authority or other authorities for registration of the resolutions passed by the general meeting and in this connection to make any such amendments to the documents prepared for such resolutions that may be required for registration with the Danish Business Authority.
The general meeting adopted the proposal unanimously and with all votes present.
The Company will publish the new and updated articles of association on its website, when the articles of association have been registered with the Danish Business Authority. The Company notes that the Company’s articles of association only exist in a Danish language version.
Re. item 9 Any other business
There was no other business to be discussed.
The annual general meeting was adjourned at 10:30 AM CEST.
For additional information about Initiator Pharma, please contact:
Claus Elsborg Olesen, CEO
Telephone: +45 6126 0035
E-mail: [email protected]
About Initiator Pharma
Initiator Pharma A/S is a Danish clinical stage emerging pharma company developing innovative drugs that target key unmet medical needs within the central and peripheral nervous system. Initiator Pharma’s pipeline consists of two clinical stage assets – pudafensine (IP2015) and IP2018 – and two preclinical assets. The company is currently conducting a Phase IIb trial with pudafensine (IP2015) in erectile dysfunction of organic origin and successfully completed a Phase I proof of principle trial in neuropathic pain in 2022. With IP2018 the company has reported positive, statistically significant, and dose-dependent clinical observations related to efficacy in psychogenic erectile dysfunction (ED) in a Phase IIa clinical trial of IP2018 in patients with mild to moderate ED.
Initiator Pharma is listed on Nasdaq First North Growth Market (ticker: INIT). Redeye AB is the company’s Certified Adviser. For more information, please visit www.initiatorpharma.com.