Cosmo Pharmaceuticals' Shareholders Approve All Agenda Items at Annual General Meeting

Rhea-AI Summary

On May 24, 2024, Cosmo Pharmaceuticals announced that shareholders approved all agenda items at their annual general meeting. Representing 42.28% of total outstanding shares, 7,417,916 ordinary shares were voted.

Key approvals include electing the Board members for one year, authorizing the Board to issue ordinary shares up to 10% of the nominal value for the next 18 months, and potentially up to 20% in cases of mergers or acquisitions. Additionally, shareholder approval was given to issue shares for the employee stock ownership plan and to issue preferred shares, both valid for 18 months. Furthermore, the Board was authorized to limit pre-emptive rights and buy back up to 10% of Cosmo's shares, valid for the same period.

Positive

• Shareholders approved all agenda items, showing strong support.
• 7,417,916 ordinary shares, constituting 42.28% of the total shares, were represented.
• Board members were elected for a one-year term.
• Board authorized to issue ordinary shares up to 10% of the nominal value for 18 months.
• In cases of mergers or acquisitions, authorization increases to 20%.
• Authorization to issue shares for employee stock ownership plan approved.
• Preferred shares issuance authorization adopted with 92.14% votes.
• Authorization to limit pre-emptive rights approved with 92.15% of the votes.
• 99.29% votes in favor of buyback up to 10% of shares within 18 months.

Negative

• Only 42.28% of total outstanding shares were represented, indicating lower participation.

Dublin, Ireland--(Newsfile Corp. - May 24, 2024) - Cosmo Pharmaceuticals N.V. (SIX: COPN) (FSE: C43) (“Cosmo”) today announced that its shareholders approved all agenda items at today's annual general meeting of shareholders.

A total of 7,417,916 ordinary shares in the share capital of Cosmo were represented at this annual general meeting of shareholders constituting 42.28% of the total outstanding ordinary shares in the share capital of Cosmo (as of the record date).

• Shareholders elected (or re-elected) all of the proposed members of the Board for a period of one (1) year.

• The proposal to authorise the Board of Directors, for a period of eighteen (18) months after the date of the AGM or until the day of the next annual general meeting of Cosmo (whichever comes first), as the body authorised to issue – and/or grant rights to subscribe for – ordinary shares in the capital of Cosmo up to a maximum of ten percent (10%) of the nominal value of the ordinary shares as included in the authorised capital of Cosmo and, in the event of a merger, an acquisition or a strategic alliance to increase the foregoing authorisation by a maximum of a further ten percent (10%) of the nominal value of ordinary shares as included in the authorised capital of COSMO was adopted with 98.04% of the votes represented.

• The proposal to authorise the Board of Directors, for a period of eighteen (18) months after the date of the AGM or until the day of the next annual general meeting of Cosmo (whichever comes first), as the body authorized to issue – and/or grant rights to subscribe for – ordinary shares in the capital of COSMO up to a maximum of ten percent (10%) of the nominal value of the ordinary shares as included in the authorised capital of Cosmo, which shares shall be issued – or rights are granted – for the execution of Cosmo's employee stock ownership plan for directors, employees, co-workers and administrators of Cosmo or a group company was adopted with 93.22% of the votes represented.

• The proposal to authorise the Board of Directors, for a period of eighteen (18) months after the date of the AGM or until the day of the next annual general meeting of Cosmo (whichever comes first), as the body authorised to issue preferred shares and/or to grant the right to subscribe for preferred shares up to the maximum number as provided for in Cosmo's articles of association was adopted with 92.14% of the votes represented.

• The proposal to authorise the Board of Directors, for a period of eighteen (18) months after the date of the AGM or until the day of the next annual general meeting of Cosmo (whichever comes first), as the body authorised to limit or exclude pre-emptive rights. This authorisation is limited to the number of shares – or rights to subscribe for shares – that the Board of Directors may issue – or grant – under the authorisations mentioned in proposal 5 was adopted with 92.15% of the votes represented.

• The proposal to authorise the Board of Directors to acquire fully paid-up shares in the share capital of Cosmo up to a maximum of ten percent (10%) of the ordinary shares as included in the authorised capital of Cosmo, for a period of eighteen (18) months after the date of the AGM or until the day of the next annual general meeting of Cosmo (whichever comes first) was adopted with 99.29% of the votes represented.

About Cosmo
Cosmo is a pharmaceutical company focused on developing and commercialising products to treat selected gastrointestinal disorders, to improve endoscopy quality measures through aiding the detection of colonic lesions and to treat selected dermatological conditions. Cosmo develops and manufactures products which are distributed globally by selected partners including Lialda®/Mezavant®/Mesavancol®, Uceris®/Cortiment®, Aemcolo®/Relafalk®, Lumeblue® and Winlevi®. Cosmo has also developed medical devices for endoscopy and has a partnership with Medtronic for the global distribution of GI Genius™ which uses artificial intelligence to help detect potential signs of colon cancer. The company also has a rich development pipeline. For additional information on Cosmo and its products, please visit www.cosmopharma.com.

Calendar
ODDO BHF Nextcap Forum 2024	June 6, 2024
Half Year 2024 Results	July 24, 2024

 

Contact
Hazel Winchester
Head of Investor Relations
Cosmo Pharmaceuticals N.V.                         
Tel: +353 1 817 03 70
hwinchester@cosmopharma.com

Disclaimer
Some of the statements in this press release may be forward-looking statements or statements of future expectations based on currently available information. Such statements are naturally subject to risks and uncertainties. Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in the capital markets and other circumstances may cause the actual events or results to be materially different from those anticipated by such statements. Cosmo does not make any representation or warranty, express or implied, as to the accuracy, completeness or updated status of such statements. Therefore, in no case whatsoever will Cosmo and its affiliate companies be liable to anyone for any decision made or action taken in conjunction with the information and/or statements in this press release or for any related damages.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/210582

FAQ

What did Cosmo Pharmaceuticals announce on May 24, 2024?

Cosmo Pharmaceuticals announced that shareholders approved all agenda items at the annual general meeting.

How many shares were represented at Cosmo's annual general meeting?

A total of 7,417,916 ordinary shares were represented, constituting 42.28% of the total outstanding shares.

What was approved regarding the Board of Directors in Cosmo's AGM?

Shareholders elected all proposed Board members for a one-year term.

What authorization did the Board receive for issuing ordinary shares?

The Board was authorized to issue ordinary shares up to 10% of the nominal value for 18 months, and up to 20% in cases of mergers or acquisitions.

Was the employee stock ownership plan approved?

Yes, the authorization to issue shares for the employee stock ownership plan was approved with 93.22% of the votes.

Were pre-emptive rights discussed at the AGM?

Yes, the proposal to limit pre-emptive rights was approved with 92.15% of the votes.

Did Cosmo's shareholders approve share buybacks?

Yes, the Board was authorized to buy back up to 10% of Cosmo's shares with 99.29% of the votes in favor.