NEWRON PHARMACEUTICALS

Transcription

1 NEWRON PHARMACEUTICALS S.p.A. Registered office in Bresso (MI) - Via L. Ariosto n. 21 Subscribed and paid in share capital Euro ,40 Fiscal code and registration number with the Register of Enterprises in Milan: No and in the Register of Economic Administration (REA) under No REPORT OF THE BOARD OF DIRECTORS ON THE AGENDA OF THE SHAREHOLDERS MEETING TO BE HELD ON 22 MARCH 2016 (IN A SOLE CALL) Bresso, 24 February 2016

2 This document has been prepared by the Board of Directors of Newron Pharmaceuticals S.p.A. ( Newron or the Company ) in relation to the Newron Shareholders meeting to be held in sole call on 22 March 2016, at am CET, at the registered office of the Company in Bresso (MI), via Ludovico Ariosto, n. 21, in order to discuss and resolve on the following agenda: 1. Approval of the balance sheet as at 31 December Connected and consequent resolutions; 2. Appointment of the statutory auditors for the three year time and, therefore, until the approval of the balance sheet as at 31 December 2018, and determination of their fees. Connected and consequent resolutions; 3. Appointment of the auditing company for the period ; connected and consequent resolutions; 4. Granting to the Board of Directors of the powers, pursuant to article 2443 of the Civil Code, to increase, in one or more time, the share capital, severally (in via scindibile), even with the exclusion of the option right pursuant to article 2441, parts 4, first section, 5, 6 and/or 8 of the Civil Code, provided that in the whole the increases in the share capital under points 4, 5 and 6 of this shareholders meeting can be executed for a maximum par value not higher than Euro 711, and therefore for a maximum of n. 3,555,886 Newron Pharmaceuticals S.p.A. ordinary shares. Connected and consequent resolutions, here included amendment of article 6 ( Share Capital ) of the Articles of Association; 5. Granting to the Board of Directors of the powers, pursuant to article 2420-ter of the Civil Code, to issue convertible bonds and to increase, in one or more time, the share capital, severally (in via scindibile), even with the exclusion of the option right pursuant to article 2441, part 5 and 6 of the Civil Code, provided that in the whole the increases in the share capital under points 4, 5 and 6 of this shareholders meeting can be executed for a maximum par value not higher than Euro 711, and therefore for a maximum of n. 3,555,886 Newron Pharmaceuticals S.p.A. ordinary shares. Connected and consequent resolutions, here included amendment of article 6 ( Share Capital ) of the Articles of Association; 6. Increase in the share capital, severally (in via scindibile), for payment, with the exclusion of the option right, within the limit of 10% of the share capital pursuant to article 2441, part 4, second section, of the Civil Code, provided that in the whole the increases in the share capital under points 4, 5 and 6 of this shareholders meeting can be executed for a maximum par value not higher than Euro 711, and therefore for a maximum of n. 3,555,886 Newron Pharmaceuticals S.p.A. ordinary shares. Connected and consequent resolutions, here included amendment of article 6 ( Share Capital ) of the Articles of Association; 7. Subject to approval and execution of resolutions under points 4, 5 and 6 above, revocation: (i) of the resolution adopted on 27 March 2014, drafted by Notary Public Filippo Zabban of Milan, rep / granting to the Board of Directors, pursuant to article 2443 of the Civil Code, the power, within 27 March 2019, to increase the share capital for payment, severally (in via scindibile), in one or more time, up to a maximum par value of Euro 375, and therefore up to maximum no. 1,879,220 Newron Pharmaceuticals S.p.A. ordinary shares having the same characteristics of the already issued ones, with exclusion of the option right pursuant to Article 2441, part 5, of the Civil Code; (ii) of the resolution adopted on 2 April 2010, minuted by Notary Public Stefano Rampolla of Milan, rep /8887, to increase the share capital, severally (in via scindibile), up to a maximum par value of Euro 375, through the issuance of maximum no. 1,879,220 ordinary Newron Pharmaceuticals S.p.A. shares. 2

3 1. Approval of the balance sheet as at 31 December Connected and consequent resolutions. pursuant to applicable laws, the Company has to approve the financial statement as of December 31, The draft financial statements as of December 31, 2015 has been approved by the Board of Directors of the Company on February 24, The Company s financial statements show a loss equal to Euro 27,320,205 and a net equity equal to Euro 36,073,388, mainly due to the Company s business as well as to the development of the products pipeline. In the context of the shareholders meeting, also the consolidated financial statements as of December 31, 2015 will be illustrated, showing a loss equal to thousands Euro 22,816 and a net equity equal to thousands Euro , as approved by the Board of Directors on February 24, A copy of the dossier regarding the financial statements and the consolidated financial statements has been deposited at the Company s registered office together with the Board of Auditors report and the external auditors report, available for who is interested to examine it. 3

4 2. Appointment of the statutory auditors for the three year time and, therefore, until the approval of the balance sheet as at 31 December 2018, and determination of their fees. Connected and consequent resolutions. upon the approval of the financial statements as of December 31, 2015 the 3-years mandate granted to the Board of Statutory Auditors for the period will expire. Therefore you are convened in order to appoint a new Board of Statutory Auditors (through the list vote procedure as provided for by art. 19 of the current Company s By-Laws). Such procedure provides that shareholders who represent at least a 2.5% of the share capital constituted by shares with voting rights in the ordinary Shareholders Meeting may submit one list of candidates numerically listed, depositing it at the registered office of the Company at least five days before the date of the first call of the Shareholders Meeting, at pain of forfeiture. In order to show the ownership of the number of shares necessary to submit the lists, the shareholders have to simultaneously deposit, at the Company s registered office, the copy of the relevant certification issued, in accordance with the applicable Italian laws, by the financial depositaries of such shares. Each list has to indicate distinctly three candidates for the statutory effective auditor office and two candidates for the alternate auditor office. Each shareholder shall be entitled to submit and vote only one list of candidates and each candidate may candidate him/herself in one sole list, at pain of ineligibility. The shareholders under common control pursuant to article 2359 of the Italian Civil Code may submit only one list. The shareholders who are part of a voting shareholders agreement (sindacato di voto) may submit and vote, during the ordinary Shareholders meeting called to appoint the members of the Board of Statutory Auditors, only one list for the appointment of the Auditors. Together with each list, within the deadline for the relevant deposit of the same, at the registered office, the declarations by means of which each candidate accepts his/her own candidature and states, at his/her own responsibility, the non-existence of ineligibility and incompatibility causes, as well as the existence of the requirements provided for by the law in force necessary for the office of Auditor of the Company and the list of the administration and control offices held in other companies shall be deposited. At the end of the voting procedures the following shall be appointed: the candidate at number 1 of the list obtaining the second highest number of votes shall be appointed as Statutory effective Auditor and Chairman of the Board of Statutory Auditors; the candidates at numbers 1 and 2 of the list obtaining the highest number of votes shall be appointed as Statutory effective Auditors; the candidates indicated as alternate auditors at number 1 both of the list obtaining the highest number of votes and of the list obtaining the second highest number of votes shall be appointed as alternate Auditors. In the event that no list is presented, the Shareholders meeting resolves in accordance with the majorities provided for by the law. 4

5 3. Appointment of the auditing company for the period ; connected and consequent resolutions. upon the approval of the financial statements as of December 31, 2015 the 3-years mandate granted to Reconta Ernst&Young for the audit during the three years period will expire. Therefore you are convened in order to grant a new mandate for the external audit for the three years period Until now proposals have been submitted by Crowe Horwath [S.p.A.], Deloitte [S.p.A.] e Reconta Ernst & Young S.p.A., each of them with specific competences in the auditing services and with experience gained in particular through the collaboration with companies listed on the SIX Swiss Exchange At the Board of Directors meeting held on February 24, 2016 the Director Patrick Langlois, in his capacity of Chairman of the Internal Control Committee, recommended to report to the Shareholders Meeting the proposal received from Reconta Ernst & Young S.p.A., especially in light of the competences related to the field in which Newron operates and the experience gained with the Company itself during the years. Please note that for the appointment of the external auditors, in compliance with the relevant applicable laws, the Board of Statutory Auditors will submit to the Shareholders meeting its own motivated proposal within the terms of time provided for by the law. 5

6 4. Granting to the Board of Directors of the powers, pursuant to article 2443 of the Civil Code, to increase, in one or more time, the share capital, severally (in via scindibile), even with the exclusion of the option right pursuant to article 2441, parts 4, first section, 5, 6 and/or 8 of the Civil Code, provided that in the whole the increases in the share capital under points 4, 5 and 6 of this shareholders meeting can be executed for a maximum par value not higher than Euro 711, and therefore for a maximum of n. 3,555,886 Newron Pharmaceuticals S.p.A. ordinary shares. Connected and consequent resolutions, here included amendment of article 6 ( Share Capital ) of the Articles of Association. you will be required to approve to grant to the Board of Directors the powers, pursuant to article 2443 of the Italian Civil Code, to increase, severally (in via scindibile), in one or more time, the share capital, even with the exclusion of the option right pursuant to article 2441, parts 4, first section, 5, 6 and/or 8 of the Italian Civil Code, provided that in the whole the increases in the share capital under points 4, 5 and 6 of this shareholders meeting can be executed for a maximum par value not higher than Euro 711, and therefore for a maximum of n. 3,555,886 Newron Pharmaceuticals S.p.A. For further information please refer to the report drafted by the Board of Directors and made available in accordance with the law. 6

7 5. Granting to the Board of Directors of the powers, pursuant to article 2420-ter of the Civil Code, to issue convertible bonds and to increase, in one or more time, the share capital, severally (in via scindibile), even with the exclusion of the option right pursuant to article 2441, part 5 and 6 of the Civil Code, provided that in the whole the increases in the share capital under points 4, 5 and 6 of this shareholders meeting can be executed for a maximum par value not higher than Euro 711, and therefore for a maximum of n. 3,555,886 Newron Pharmaceuticals S.p.A. ordinary shares. Connected and consequent resolutions, here included amendment of article 6 ( Share Capital ) of the Articles of Association. you will be required to approve to grant to the Board of Directors the powers, pursuant to article 2420-ter of the Italian Civil Code, to issue convertible bonds and to increase, severally (in via scindibile), in one or more time, the share capital even with the exclusion of the option right pursuant to article 2441, part 5 and 6 of the Italian Civil Code, provided that in the whole the increases in the share capital under points 4, 5 and 6 of this shareholders meeting can be executed for a maximum par value not higher than Euro 711, and therefore for a maximum of n. 3,555,886 Newron Pharmaceuticals S.p.A. ordinary shares. For further information please refer to the report drafted by the Board of Directors and made available in accordance with the law. 7

8 6. Increase in the share capital, severally (in via scindibile), for payment, with the exclusion of the option right, within the limit of 10% of the share capital pursuant to article 2441, part 4, second section, of the Civil Code, provided that in the whole the increases in the share capital under points 4, 5 and 6 of this shareholders meeting can be executed for a maximum par value not higher than Euro 711, and therefore for a maximum of n. 3,555,886 Newron Pharmaceuticals S.p.A. ordinary shares. Connected and consequent resolutions, here included amendment of article 6 ( Share Capital ) of the Articles of Association. you will be required to approve an increase in the share capital, severable, for payment, with exclusion of the option within the limit of 10% of the share capital pursuant to article 2441, part 4, second section, of the Italian Civil Code This faculty is currently provided for by the Company s By-Laws which, at article 6, expressly states that the share capital can be increased with money and with exclusion of the option right within the limits of the 10% of the pre-existing share capital, at condition that the issuance price of the newly issued shares corresponds to the market value of the issued shares, and that such price is confirmed by a report the auditing company. Such instrument, already used by the Company, would ensure to Newron flexibility in the realization of possible transactions of share capital increase, provided that in the whole the increases in the share capital under points 4, 5 and 6 of this shareholders meeting can be executed for a maximum par value not higher than Euro 711, and therefore for a maximum of n. 3,555,886 Newron Pharmaceuticals S.p.A. ordinary shares. For further information please refer to the report drafted by the Board of Directors pursuant to art. 2441, paragraph 4, of the Italian Civil Code, as well as to the report drafted by the audit company provided by the above mentioned law provision, as deposited at the Company s registered office. 8

9 7. Subject to approval and execution of resolutions under points 4, 5 and 6 above, revocation: (i) of the resolution adopted on 27 March 2014, drafted by Notary Public Filippo Zabban of Milan, rep / granting to the Board of Directors, pursuant to article 2443 of the Civil Code, the power, within 27 March 2019, to increase the share capital for payment, severally (in via scindibile), in one or more time, up to a maximum par value of Euro 375, and therefore up to maximum no. 1,879,220 Newron Pharmaceuticals S.p.A. ordinary shares having the same characteristics of the already issued ones, with exclusion of the option right pursuant to Article 2441, part 5, of the Civil Code; (ii) of the resolution adopted on 2 April 2010, minuted by Notary Public Stefano Rampolla of Milan, rep /8887, to increase the share capital, severally (in via scindibile), up to a maximum par value of Euro 375, through the issuance of maximum no. 1,879,220 ordinary Newron Pharmaceuticals S.p.A. shares. you will be required to approve the revocation - subject to the approval, by the Shareholders Meeting, and execution of resolutions under points 4, 5 and 6 above of certain resolutions previously resolved by the Shareholders Meeting of Newron, by virtue of which the Board of Directors could if the resolutions shall not be revoked - further increase in the share capital; in particular, you will be required to approve the revocation: (i) (ii) of the resolution adopted on 27 March 2014, drafted by Notary Public Filippo Zabban of Milan, rep / granting to the Board of Directors, pursuant to article 2443 of the Civil Code, the power, within 27 March 2019, to increase the share capital for payment, severally (in via scindibile), in one or more time, up to a maximum par value of Euro 375, and therefore up to maximum no. 1,879,220 Newron Pharmaceuticals S.p.A. ordinary shares having the same characteristics of the already issued ones, with exclusion of the option right pursuant to Article 2441, part 5, of the Civil Code; of the resolution adopted on 2 April 2010, minuted by Notary Public Stefano Rampolla of Milan, rep /8887, to increase the share capital, severally (in via scindibile), up to a maximum par value of Euro 375, through the issuance of maximum no. 1,879,220 ordinary Newron Pharmaceuticals S.p.A. shares. 9