Ad hoc announcement pursuant to Art. 53 LR of the
SIX Swiss Exchange
Geneva,
Switzerland – June
8,
2023 – ObsEva
SA (SIX: OBSN), a biopharmaceutical company developing novel
therapies for women's health, today published the invitation to its
2023 Annual General Meeting of Shareholders to be held on June
29, 2023, at 10:30 CEST at the company's offices in
Geneva, Chemin des Aulx 12, 3rd floor, 1228 Plan-les-Ouates,
Switzerland.
The agenda of the meeting will be as follows:
1 Approval
of the Management Report, the
Statutory Financial Statements
and the Consolidated Financial Statements
for Fiscal Year 2022
The Board of Directors proposes that the
management report, the statutory financial statements and the
consolidated financial statements of ObsEva SA for fiscal year 2022
be approved.
2 Discharge
of Liability for the Members of the Board of Directors and of the
Executive Committee
The Board of Directors proposes that
shareholders release the members of the Board of Directors and of
the Executive Committee from liability for their activities during
fiscal year 2022.
3 Appropriation
of Financial Results
The Board of Directors proposes that the loss of
USD 36,373,527 for the financial year 2022 be appropriated as
follows:
|
Fnancial Year 2022 |
Accumulated losses brought forward from previous year |
USD 383,931,623 |
Net loss for the year 2022 |
USD 36,373,527 |
Accumulated losses to be carried forward |
USD
420,305,150 |
4 Elections
to the Board of Directors and Election of the
Chairman of the Board of
Directors
The Board of Directors proposes the election,
respectively re-election, of the following nominees for a term of
one year expiring at the closing of the 2024 Annual General
Meeting:
4.1 Re-election of
Ernest Loumaye as member of the Board of Directors and election as
Chairman of the Board of Directors
4.2 Re-election of
Catarina Edfjäll as member of the Board of Directors
4.3 Election of
Luigi Marro as member of the Board of Directors
Luigi Marro served as Chief Transformation
Officer of ObsEva from October 2021 to February 2023. Mr. Marro is
a pharmaceutical and biotech executive with over 20 years of
experience. He has a background in finance and operations and has
managed global businesses across multiple therapeutic areas from
development stages through commercialization. Prior to joining
ObsEva, Mr. Marro founded in February 2019 his own consulting
company, Martan Market GmbH, to support biotech and pharma
startups. From May 2014 to February 2019, he served as Chief
Financial Officer at Finox Biotech, which launched the first
biosimilar recombinant follicle stimulating hormone (r-FSH) product
to market. From November 2012 to July 2013, Luigi held leadership
positions at Voisin Life Sciences Consulting SA as Chief Operating
Officer. He also acted as Senior Director Strategy Development and
Business Performance at Merck Serono from January 2010 to October
2012. Mr. Marro also held elevating strategic roles at Serono,
prior to its acquisition by Merck. Mr. Marro holds a university
degree in Demographic and Economical Statistic Sciences from La
Sapienza in Rome as well as a Master of Business Administration
from Luiss Management school in Rome.
4.4 Election of
Fabien de Ladonchamps as member of the Board of Directors
Fabien de Ladonchamps is a biotech executive
with 25 years of experience in finance and administrative roles,
primarily with Swiss biotech companies. Mr. de Ladonchamps has been
appointed Chief Executive Officer of ObsEva in May 2023. Prior to
that, he was a member of ObsEva’s Executive Committee from October
2013 to July 2022, during which he had held the roles of Chief
Administrative Officer and Interim Chief Financial Officer. He also
served as the sole finance and accounting officer for the Company
for a total of four years during which over $110 Million in equity
proceeds were raised through private and public financing rounds.
Mr. de Ladonchamps was instrumental in the Company’s listings on
both Nasdaq in 2017 and the Swiss Exchange in 2018. Prior to
joining ObsEva, Mr. de Ladonchamps held a variety of management
roles at Addex Therapeutics, from 2008 to 2013. Mr. de Ladonchamps
holds a degree in Finance and Accounting from the Lyon III
University in Lyon, France.
5 Elections
to the Compensation Committee
The Board of Directors proposes the election,
respectively re-election, of the following nominees for a term of
one year expiring at the closing of the 2024 Annual General
Meeting:
5.1 Re-election of
Catarina Edfjäll as member of the Compensation Committee
5.2 Election of
Ernest Loumaye as member of the Compensation Committee
6 Re-election
of PricewaterhouseCoopers SA as ObsEva SA's Auditors
The Board of Directors proposes the re-election
of PricewaterhouseCoopers SA as ObsEva SA's auditors for the fiscal
year 2023.
7 Re-election
of Perréard de
Boccard SA as Independent
Representative
The Board of Directors proposes the re-election
of Perréard de Boccard SA, Rue de la Coulouvrenière 29, 1204
Genève, as Independent Representative of shareholders for a
one-year term expiring at the closing of the 2024 Annual General
Meeting.
8 Compensation
of the Board of Directors and the Executive Committee
8.1 Consultative
vote on the Compensation Report 2022
The Board of Directors proposes that the
compensation report 2022 be accepted (consultative vote).
8.2 Approval of the
Compensation of the Board of Directors
The Board of Directors proposes that the
shareholders approve a maximum aggregate amount of compensation of
CHF 1,250,000 for the members of the Board of Directors for the
period from the 2023 Annual General Meeting to the 2024 Annual
General Meeting.
8.3 Approval of the
Compensation of the Executive Committee for the Fiscal Year
2024
The Board of Directors proposes that the
shareholders approve a maximum aggregate amount of compensation of
CHF 1,500,000 for the members of the Executive Committee for
the fiscal year 2024.
9 Introduction
of a Capital Band and Related Amendments to the Articles of
Association
The Board of Directors proposes to delete the
current Article 5a relating to the authorized capital and to
introduce a new Article 5a relating to a capital band of 72,933,302
fully paid-in registered shares with a par value of CHF 1/13 of a
franc each, ranging from CHF 11,220,508 and 1/13 of a franc (lower
limit) to CHF 16,830,762 and 1/13 of a franc (upper limit), so that
the Board of Directors be authorized to increase ObsEva SA's share
capital within the capital band, at once or in several times, until
29 June 2028, unless the capital band lapses at an earlier date,
and to amend the Articles of Association accordingly.
10 Increase
of ObsEva SA's Conditional Share
Capital for Financing Purposes
The Board of Directors proposes to increase by
35,869,210, corresponding to an increase from 18,598,619 to
54,467,829, the number of new ordinary shares that can be issued
upon exercise of option and conversion rights that may be granted
in connection with bonds, similar debt instruments, loans or other
financial market instruments or contractual obligations of the
Company or one of its subsidiaries, and/or upon exercise of option
rights issued by the Company or one of its subsidiaries, and to
amend the Articles of Association accordingly.
The full invitation to the AGM 2023 may be found
in the general meetings section of the Company's website, [here].
To access the invitation to the AGM 2023 directly, please click
[here].
About ObsEva
ObsEva is a biopharmaceutical company developing
novel therapies to improve women’s reproductive health and
pregnancy. ObsEva has established a development program focused on
improving in vitro fertilization success rates. ObsEva is listed on
the SIX Swiss Exchange where it is traded under the ticker symbol
“OBSN”. For more information, please visit www.ObsEva.com.
For further information, please contact:
For general information:contact@obseva.ch
For investors information:IR@obseva.ch
ObsEva SAChemin des Aulx 12,1228
Plan-les-OuatesSwitzerland
+41 22 552 1550
- 2023.06.08 - Press Release AGM invitation
ObsEva (NASDAQ:OBSV)
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