03 January 2022
Geneva, Switzerland, January 3, 2022 – RELIEF THERAPEUTICS Holding SA (SIX: RLF, OTCQB: RLFTF, RLFTY) (“Relief”), a biopharmaceutical company seeking to provide patients therapeutic relief from serious diseases with high unmet need, today gives notice of the Extraordinary General Meeting (“EGM”) of shareholders to be held on Friday, January 28, 2022.
Due to the ongoing COVID-19 pandemic, the Board of Directors decided that the meeting will be held without the presence of shareholders in accordance with the requirements of article 27 of Ordinance 3 issued by the Swiss Federal Council on Measures to Combat the Coronavirus. Guidelines on how to deliver voting instructions can be found in the EGM formal invitation, which is being sent out this week to registered shareholders and published in the Swiss Official Gazette of Commerce.
Agenda and Proposals of the Board of Directors:
1. Election of Michelle Lock as new member of the Board of Directors
The Board of Directors proposes the election of Michelle Lock as new member of the Board of Directors, for a term of office extending until completion of the upcoming Annual General Meeting.
Michelle Lock has over 25 years of strategic and operational experience in the life sciences with a strong track record of growth across multiple geographies, including the U.S., Europe, Japan, Australia, Southeast Asia and emerging markets. She is currently Senior Vice President and Head of International at Acceleron Pharmaceuticals, where she oversees its organizational build and commercial growth in countries and regions around the world. Prior to this, she was Senior Vice President and Head of Europe, Sage Therapeutics-Switzerland, where she built the company’s international business during a time of transformation. Ms. Lock also spent over 20 years with Bristol-Myers Squibb in positions of increasing responsibility in sales, commercial, general management, regional leadership and business strategy. In her final role at BMS, she served as Vice President and General Manager for EU Country Clusters & Global Capabilities Hub, Switzerland, driving the company’s leadership efforts in immuno-oncology. She has served as Honorary Ambassador between Switzerland and the U.S. since 2018 and has held several non-executive board positions.
2. Vote on the compensation of the members of the Board of Directors for the period from the Annual General Meeting 2021 until the Annual General Meeting 2022
The Board of Directors recommends that the General Meeting approves a maximum amount of CHF 2,500,000 (both fixed and variable compensation, including stock options and other benefits, but excluding employer's share of social benefit) for the members of the Board of Directors for the period from the Annual General Meeting 2021 until the Annual General Meeting 2022.
The Annual General Meeting held on June 18, 2021 previously accepted a maximum amount of CHF 1,500,000. With the proposed change in its composition, the Board of Directors recommends adjusting the compensation pool available for compensation of its members.
3. General revision of the Articles of Association
The Board of Directors proposes a general revision of the Articles of Association. The proposed revised Articles of Association are enclosed in the EGM invitation available here https://www.relieftherapeutics.com/images/EGM-invitation-2022-EN.pdf.
The Board of Directors intends, inter alia, to clarify certain existing articles and to selectively revise the following provisions, each to be submitted to a shareholders' vote:
• 3a. Amendment of article 2 'Purpose'
The scope of the Company's business activities is revised to ensure that the strategic plans of the Company are covered by the purpose;
• 3b. Amendment of article 3abis 'Authorised share capital'
The regime regarding subscription rights (including the exclusion of such rights) is clarified;
• 3c. Amendment of article 3b 'Conditional share capital'
The regime regarding subscription rights and preemptive rights (including the exclusion of such rights) is clarified;
• 3d. Amendment of article 15 'Important Decisions'
The wording of the article is clarified without change in substance;
• 3e. Amendment of other articles
Several revisions are proposed for clarity as well as for editorial reasons. In particular, provisions regarding circular resolutions of the Board of Directors, form of shares, and nominee regime are amended.
The agenda items 3a, 3b, 3c and 3d will be subject to the approval by two thirds of the votes represented and an absolute majority of the share par values represented.
Further details of the proposed changes to the Articles of Association can be found in the EGM invitation.
Relief focuses primarily on clinical-stage programs based on molecules with a history of clinical testing and use in human patients or a strong scientific rationale. Relief’s drug candidate, RLF-100™ (aviptadil), a synthetic form of Vasoactive Intestinal Peptide (VIP), is in late-stage clinical testing in the U.S. for the treatment of respiratory deficiency due to COVID-19. As part of its pipeline diversification strategy, in March 2021, Relief entered into a Collaboration and License Agreement with Acer Therapeutics for the worldwide development and commercialization of ACER-001. ACER-001 is a taste-masked and immediate release proprietary powder formulation of sodium phenylbutyrate (NaPB) for the treatment of Urea Cycle Disorders and Maple Syrup Urine Disease. In addition, Relief's recently completed acquisitions of APR Applied Pharma Research SA and AdVita Lifescience GmbH bring to Relief a diverse pipeline of marketed and development-stage programs.
RELIEF THERAPEUTICS Holding SA is listed on the SIX Swiss Exchange under the symbol RLF and quoted in the U.S. on OTCQB under the symbols RLFTF and RLFTY. For more information, visit www.relieftherapeutics.com. Follow us on LinkedIn.
RELIEF THERAPEUTICS Holding SA
Chief Financial Officer and Treasurer
Rx Communications Group
Rx Communications Group
This communication expressly or implicitly contains certain forward-looking statements concerning RELIEF THERAPEUTICS Holding SA. Such statements involve certain known and unknown risks, uncertainties and other factors, including those risks discussed in RELIEF THERAPEUTICS Holding SA's press releases and filings with the SIX, which could cause the actual results, financial condition, performance or achievements of RELIEF THERAPEUTICS Holding SA to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. RELIEF THERAPEUTICS Holding SA is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.