Idorsia issues invitation to 2018 Annual General Meeting of Shareholders
Allschwil, Switzerland - March 19, 2018 - Idorsia Ltd (SIX: IDIA) today issued the formal invitation to the upcoming Annual General Meeting (AGM) of Shareholders on behalf of the Board of Directors. The meeting to approve the Business Report of the year ending December 31, 2017 will be held on April 24, 2018 at 11.00 CEST at the Congress Center, Messe Basel, Switzerland.
Notes to Shareholders
The invitation will be published in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt) and distributed to Shareholders by post on April 3, 2018, and is available, together with the Company's Annual Report and Compensation Report, on www.idorsia.com/agm.
In order to attend and vote at the Annual General Meeting of Shareholders, Shareholders must have been registered in the Company's shareholder register by April 13, 2018 at the latest.
Notes to the editor
Letter from the Chairman
It is with great pleasure that I invite you to Idorsia's first Annual General Meeting! 2017 was a momentous year for us as we launched Idorsia, a start-up company like no other. From day one we were a fully operational biopharmaceutical company actively pursuing an innovative and promising pipeline.
Idorsia is a start-up, but different in many ways: we have a respected and experienced management team, talented employees, fully equipped state-of-the-art labs and - most importantly - a rich pipeline. These are the building blocks that have enabled us to proceed at full speed after our listing on the SIX Swiss Exchange on June 16, 2017. The launch of the company went smoothly, and the pipeline has been progressing extremely well. We now have four products advancing into Phase 3 clinical development!
At the upcoming Annual General Meeting, you will have the opportunity to hear what we have achieved as well as the goals we have set ourselves for the future and our strategy for achieving them. You can also find a description of our activities in our Annual Report 2017 at: www.idorsia.com/annual-report.
In preparation for the AGM, I would like to give you some context and background on a few of the items we will be discussing and voting on.
There are going to be some changes to the Board of Directors. Herna Verhagen will not be standing for re-election this year, and I would like to take this opportunity to thank Herna for her valuable contributions to Idorsia. In her place, the Board of Directors proposes Ms Viviane Monges, for election to the Board. Viviane is a Senior Global Finance Executive and Board Member with Group CFO experience and a diverse and international career, mostly in the pharmaceutical industry, who I am sure will be an important addition to our Board, as we transform the company and bring it to the next level.
Now is the time for substantial investment in our promising pipeline. We are in the fortunate position of having a number of assets advancing into the next phase of development - notably, four compounds moving into the final stage (Phase 3) of clinical development. This is costly, but crucial to developing Idorsia into a fully-fledged, financially sustainable biopharmaceutical company. We have proactively chosen to invest simultaneously in multiple assets so as to mitigate the risk of an individual project not succeeding. Hence, to fund our pipeline, we are keeping all financing options open. One option would be to raise equity by issuing and selling additional shares, which requires an increase of our share authorized capital. We will therefore be asking you to approve this measure at the AGM.
We will also be discussing our compensation philosophy and the proposed compensation structure for the Board and Executive Management in the coming year. Our approach is fully aligned with Idorsia's business strategy and the need for cash preservation. More information is available in the Appendix.
First and foremost, our goal is to create long-term value for you, our shareholders. With your support, we believe Idorsia has all the potential to become a highly successful business.
I look forward to welcoming you to Idorsia's first Annual General Meeting of Shareholders in April.
Dr Jean-Pierre Garnier,
Chairman of the Board of Directors
Agenda for the Annual General Meeting of Shareholders 2018
1. Annual Report 2017, Consolidated Financial Statements 2017, Statutory Financial Statements 2017 and Compensation Report 2017
1.1 Approval of Annual Report 2017, Consolidated Financial Statements 2017 and Statutory Financial Statements 2017
1.2 Consultative vote on the Compensation Report 2017
2. Appropriation of available earnings
3. Discharge of the Board of Directors and of the Executive Management
4. Increase of authorized share capital and broadening of use
5. Board elections
5.1 Re-election of the Board of Directors
5.2 Election of a new Director
5.3 Election of the Chairperson of the Board of Directors
5.4 Election of the Nominating, Governance & Compensation Committee
6. Approval of Board compensation and Executive Management compensation
6.1 Approval of Board compensation (Non-Executive Directors)
6.2 Approval of Executive Management compensation 2019 (maximum amount)
7. Election of the Independent Proxy
8. Election of the statutory auditors
Idorsia Ltd is reaching out for more - We have more ideas, we see more opportunities and we want to help more patients. In order to achieve this, we intend to develop Idorsia into Europe's leading biopharmaceutical company, with a strong scientific core.
Headquartered in Switzerland - a European biotech hub - Idorsia is specialized in the discovery and development of small molecules, to transform the horizon of therapeutic options. Idorsia has a broad portfolio of innovative drugs in the pipeline, an experienced team, a fully-functional research center, and a strong balance sheet - the ideal constellation to bringing R&D efforts to business success.
Idorsia was listed on SIX Swiss Exchange (ticker symbol: IDIA) in June 2017 and has over 650 highly qualified specialists dedicated to realizing our ambitious targets.
For further information please contact:
Andrew C. Weiss
Senior Vice President, Head of Investor Relations & Corporate Communications
Idorsia Pharmaceuticals Ltd, Hegenheimermattweg 91, CH-4123 Allschwil
+41 58 844 10 10
The above information contains certain "forward-looking statements", relating to the company's business, which can be identified by the use of forward-looking terminology such as "estimates", "believes", "expects", "may", "are expected to", "will", "will continue", "should", "would be", "seeks", "pending" or "anticipates" or similar expressions, or by discussions of strategy, plans or intentions. Such statements include descriptions of the company's investment and research and development programs and anticipated expenditures in connection therewith, descriptions of new products expected to be introduced by the company and anticipated customer demand for such products and products in the company's existing portfolio. Such statements reflect the current views of the company with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of the company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected.