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 SA
Chemin des Aulx 12,
1228 Plan-les-Ouates
Switzerland
+41 22 552 1550
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