NEWRON PHARMACEUTICALS S.p.A. Registered office in Bresso (MI) - Via L. Ariosto n. 21. Subscribed and paid in share capital Euro 2,277,195.

Transcription

1 NEWRON PHARMACEUTICALS S.p.A. Registered office in Bresso (MI) - Via L. Ariosto n. 21 Subscribed and paid in share capital Euro 2,277, Fiscal code and registration number with the Register of Enterprises in Milan: No REPORT OF THE BOARD OF DIRECTORS ON THE AGENDA OF THE SHAREHOLDERS MEETING HELD ON 18 APRIL 2013 (IN A SOLE CALL) Bresso, March 25, 2013

2 This document has been prepared by the Board of Directors of Newron Pharmaceuticals S.p.A. ( Newron or the Company ) in relation to Newron s Shareholders meeting to be held in sole call on 18 April 2013, at 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 1. Approval of the financial statements as at December 31 st, Related and consequent resolutions; 2. Granting of the mandate for the external auditing related to the financial years 2013, 2014 and 2015 and, therefore, until the approval of the financial statements as of December 31, Related and consequent resolutions; 3. Appointment of the members of the Board of Statutory Auditors for the financial years 2013, 2014 and 2015 and, therefore, until the approval of the financial statements as of December 31, 2015, and determination of the relevant remuneration. Related and consequent resolutions; 4. Appointment of the following members of the Board of Directors for the financial year 2013 and, therefore, until the approval of the financial statements as of December 31, 2013, and redetermination of the remuneration of the Board of Directors: Ulrich Koestlin as non-executive director and Chairman Robert Leslie Holland as non-executive director Bo Jesper Hansen as non-executive director. Related and consequent resolutions; 5. Share capital increase, severable, for payment, with exclusion of the option right for a maximum nominal amount of Euro 90,000 and, therefore, for maximum n. 450,000 Company s ordinary shares, and, in any case, within the limits of the 10% of the share capital pursuant to article 2441, paragraph fourth, second part, of the Italian Civil Code; related and consequent resolutions; 6. Share capital increase, severable, for payment, with exclusion of the option right pursuant to article 2441, paragraphs fifth and eight, of the Italian Civil Code, for a maximum nominal amount of Euro 160,000, and, therefore, for maximum n. 800,000 Newron ordinary shares, nominal value equal to Euro 0.20 per share, to be reserved to incentive plans (piani di incentivazione); related and consequent resolutions

3 1. Approval of the financial statements as at December 31st, Related and consequent resolutions. pursuant to applicable laws, the Company shall approve the financial statements as of December 31, The draft financial statements as of December 31, 2012 have been approved by the Board of Directors of the Company on March 15, The Company s financial statements show a net equity equal to Euro 29,181,851 and a loss (included in the net equity above) equal to Euro 2,351,972 that is mainly due to the Company s business as well as to the development of the product pipeline. The Group s consolidated financial statements as to December 31, 2012 show a net equity equal to Euro 27,608 thousands and a loss (included in the net equity above) equal to Euro 2,375 thousands, as approved by the Board of Directors on March 15, A copy of the Company s financial statements and the Group s consolidated financial statements together with the audit opinions has been uploaded to Newron s web-site. The Statutory Auditors report will be deposited at the Company s registered office, available for who is interested to examine it, within the terms set forth by the law

4 2. Granting of the mandate for the external auditing related to the financial years 2013, 2014 and 2015 and, therefore, until the approval of the financial statements as of December 31, Related and consequent resolutions. upon the approval of the financial statements as of December 31, 2012 the 3-years mandate granted to Reconta Ernst&Young for the audit during the period will expire. Therefore you are convened in order to grant a new mandate for the external audit for the period and, therefore, until the approval of the financial statements as of December 31, Until now proposals have been submitted by n. 4 primary external auditing companies, each with specific competences in the auditing services and certain of them with experience gained in particular through the collaboration with companies listed on the SIX Swiss Exchange The Board of Directors held on March 15, 2013 resolved to recommend to the Shareholders meeting for the three-year period the proposal received by Reconta Ernst & Young S.p.A., especially in consideration of the competences related to the field in which Newron operates, of the experience gained with the Company itself during the years, and the financial terms offered. 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. On this regard please note that the Board of Statutory Auditors have communicated to the Company that, pursuant to Article 13 of Legislative Decree no. 39/2010 they will propose to the Shareholders Meeting of the Company to appoint Reconta Ernst & Young as the audit firm for the three-year period The Board of Statutory Auditors has motivated their choice as follows: (i) Reconta Ernst & Young has organizational and technical capabilities that are appropriate to the extent and complexity of the work; (ii) the fees (equal to 100,000 Euro) requested and the hours (estimated to be about 1,100) appear to be appropriate and (iii) it meets the statutory independence requirements and, as things currently stand, there are no circumstances indicating that it is incompatible. In accordance with law, you are furthermore convened in order to determine the payment due to external auditing company to be appointed

5 3. Appointment of the members of the Board of Statutory Auditors for the financial years 2013, 2014 and 2015 and, therefore, until the approval of the financial statements as of December 31, 2015, and determination of the relevant remuneration. Related resolutions. upon the approval of the financial statements as of December 31, 2012 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 for the financial years 2013, 2014 and 2015 and, therefore, until the approval of the financial statements as of December 31, The appointment of the new members of the Board of Auditors will be executed by the use of the procedure for the list vote as provided for by art. 19 of the Company s by-laws. This procedure provides that shareholders who represent at least 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 (i.e. sole call in our case) 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 shall simultaneously deposit, at the registered office, the shares or the copy of the certification issued, in accordance to the current Italian laws, by the depositaries of such shares. Each list shall indicate distinctly three candidates for the statutory 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

6 Together with each list, within the deadline for the relevant deposit, 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 nominated: the candidate at number 1 of the list obtaining the second highest number of votes shall be appointed as Statutory 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 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 will resolve in accordance with the majorities provided for by the law

7 4. Appointment of the following members of the Board of Directors for the financial year 2013 and, therefore, until the approval of the financial statements as of December 31, 2013 and redetermination of the remuneration of the Board of Directors: Ulrich Koestlin as non-executive director and Chairman Robert Leslie Holland as non-executive director Bo Jesper Hansen as non-executive director. Related and consequent resolutions. On the basis of the activities carried out by the current Board of Directors, with the support of a leading human resource company, it has been observed that: (i) the appropriate size of the Board of Directors of Newron is at least 7 members, with at least 4 members being independent, including the Chairman, and (ii) under international best corporate governance practice (even if this best practice is not binding on the issuers), Mr. Rolf Stahel (9 years of service in Newron s Board of Directors) and Mr. Francesco Parenti (13 years of service in Newron s Board of Directors) are deemed to no longer be independent due to excessive years of service, and therefore have offered their resignation from the Board of Directors. Moreover, given his connection with one of Newron s largest shareholders and with the aim to grant increase the overall independence of Newron s Board of Directors, also Jakob Lindberg has offered his resignation. In a process covering a period of several months, the Board has reviewed a number of curriculum vitae of possible candidates as director of the Company and, following this recruitment activity (carried out with the human resource company mentioned), the Board of Directors has therefore in the meeting of March 15, 2013, identified a well balanced composition of the Board of Directors on the basis of the experience gained by each of the candidates selected and on the basis of the current provisions of law and of the regulations applicable to Italian companies listed on the SIX Swiss Exchange. The proposed composition is the following: Ulrich Koestlin as non-executive director and Chairman; Robert Leslie Holland as non-executive director; Bo Jesper Hansen as non-executive director; Patrick Langlois as nonexecutive director; Roberto Consonni as non-executive director; Hanns Moehler as non

8 executive director and Stefan Weber, as executive director, managing director and CEO. As a consequence of the above, the mentioned directors Stahel, Parenti and Lindberg, in the exclusive interest of the Company, have resigned in order to allow Newron to comply with the international best practice, subject to the appointment by the Shareholders meeting - until the approval of the financial statements as of December 31 st, 2013 of Ulrich Koestlin in the quality of non-executive director and Chairman, Robert Leslie Holland as non-executive director and Bo Jesper Hansen as non-executive director. For the appointment of the members of the Board of Directors, please remember that the Company s bylaws provide that the Directors shall be chosen in accordance with the applicable Italian law provisions therefore, without using the voting list procedure. In addition, in consideration of the material activities that the Company needs to carry out during 2013, in particular in relation to the research activities and to the application for marketing approval procedure for safinamide, and due to the increased diligence that will be required from the directors of Newron, it is necessary to determine for the financial year an amount equal to Euro 300,000 as the maximum remuneration of all members of the Board of Directors

9 5. Share capital increase, severable, for payment, with exclusion of the option right for a maximum nominal amount of Euro 90,000 and, therefore, for maximum n. 450,000 Company s ordinary shares, and, in any case, within the limits of the 10% of the share capital pursuant to article 2441, paragraph fourth, second part, of the Italian Civil Code; related and consequent resolutions. you are required to approve an increase of the share capital, severable, for payment, with exclusion of the option right for a maximum nominal amount of Euro 90,000 and, therefore, for maximum n. 450,000 Company s ordinary shares, and, in any case, within the limits of the 10% of the share capital pursuant to article 2441, paragraph fourth, second part, 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 an apposite report of the audit company. Such instrument, already used by the Company in the past, would ensure to Newron flexibility in the realization of possible transactions of share capital increase. A copy of the report drafted by the Board of Directors pursuant to art. 2441, paragraph 4, of the Italian Civil Code, as well as a copy of the report by the audit company provided by the above mentioned law provision will be deposited, within the terms set forth by the law, at the Company s registered office

10 6. Share capital increase, severable, for payment, with exclusion of the option right pursuant to article 2441, paragraphs fifth and eight, of the Italian Civil Code, for a maximum nominal amount of Euro 160,000, and, therefore, for maximum n. 800,000 Newron ordinary shares, nominal value equal to Euro 0.20 per share, to be reserved to incentive plans (piani di incentivazione); related and consequent resolutions. you are required to approve an increase of the share capital, for a maximum nominal amount of Euro 160,000, by issuance for payment, severable, with exclusion of the option right pursuant to article 2441, paragraphs fifth and eight, of the Italian Civil Code, of maximum n. 800,000 Newron ordinary shares, nominal value equal to Euro 0, 20 per share, to reserve to the incentive plans (piani di incentivazione). The aim of this proposal is to retain the employees, collaborators, consultants, directors with the Company and gain further resources available to collaborate with the Company in order to increase the value of the relevant research project. In this regard in March 2011 and in January 2013, the Company has approved two incentive plans, respectively, for the employees (Plan March 2011) and the employees, collaborators, consultants, directors (Plan January 2013) of Newron and its controlled company (if any) under article 2359, paragraph 1, n. 1, of the Italian Civil Code, and has assigned new options to the addressees. The mentioned plans provide that the Company retains the right to proceed with, alternatively and in a discretional way, upon the exercise of the options, instead of the conferment of one newly issued Newron s share for each option that has been exercised, to the assignment of a gross amount equal to the positive variation existing between the exercise price (equal to the arithmetic mean of the prices registered on the SIX Swiss Exchange in the thirty days before the resolution of the Board of Directors related to the assignment) and a reference price calculated in accordance with the provisions set forth under each plan. A copy of the Board of Directors report pursuant to art. 2441, paragraph 5, of the Italian Civil Code will be deposited, within the terms set forth by the law, at the Company s registered office. You are therefore convened in order to resolve in relation to such increase that would be, for the major part, addressed to the Plan March 2011 and to the Plan January