Drug company Saniona AB (STO:SANION) reported on Friday that at an extraordinary shareholders' meeting held on 19 January 2018, it was resolved, in accordance with the proposal from the nomination committee, to elect J. Donald deBethizy and Anna Ljung as new ordinary board members for the time period up until the next annual shareholders' meeting, alongside the board members elected at the annual shareholders' meeting held on 23 May 2017. deBethizy was elected as new chairman of the board of directors.

Also, it was resolved that board remuneration of SEK68,750 will be paid to deBethizy in his capacity as the chairman of the board of directors for the time period up until the next annual shareholders' meeting (corresponding to a yearly remuneration of SEK275,000) and SEK27,500 to Ljung for the time period up until the next annual shareholders' meeting (corresponding to a yearly remuneration of SEK110,000).

In addition, a separate remuneration of SEK7,500 shall be paid to Ljung in capacity as the chairman of the audit committee for the time period up until the next annual shareholders' meeting (corresponding to a yearly remuneration of SEK30,000).

Further, the extraordinary shareholders' meeting resolved, in accordance with the proposal from the nomination committee, to adopt an option programme for the proposed chairman of the board of directors, deBethizy, and on a directed issue of warrants and an approval of transfer of warrants.

This option programme implies that a maximum of 217,625 options shall be offered to deBethizy. The holder shall be entitled to exercise allotted and vested options during 30 days from the day following after the announcement of the company's quarterly reports, or for full year, the year-end report, the first time after the announcement of the quarterly report for the first quarter of 2021 and the last time after the announcement of the quarterly report for the first quarter of 2024.

In the event that the company does not render any quarterly report or year-end report after the end of any calendar quarter, the allotted and vested options may instead be exercised during the last month of the following calendar quarter, the first time in June 2021 and the last time in June 2024.

Each such option entitles the holder a right to acquire one new share in the company against cash consideration at a subscription price amounting to 100% of the average closing price of the company's share on Nasdaq Stockholm during ten trading days prior to the extraordinary shareholders' meeting on 19 January 2018. These options shall be allotted without consideration and the options shall not constitute securities and shall not be able to be transferred or pledged.

Saniona added that in order to enable the company's delivery of shares under the option programme, the extraordinary shareholders' meeting resolved to issue a maximum of 286,003 warrants to a wholly owned subsidiary in the company. These warrants may thereafter be transferred to the participant in the option programme without consideration in connection with the exercise of options.

Reportedly, the purpose of the option programme is to offer a competitive remuneration package in order to attract, retain and motivate the chairman of the board of directors in the company and to provide an incentive to the chairman of the board of directors to perform his or her outmost on delivering maximal value growth for all shareholders.

In case all warrants under the option programme are exercised for subscription of shares, a total of 286,003 shares will be issued, which corresponds to a dilution of approximately 1.30% of the company's share capital and votes.

Saniona is a research and development company focused on drugs for diseases of the central nervous system, autoimmune diseases, metabolic diseases and treatment of pain.

(EUR1.00=SEK9.83)