RELIEF THERAPEUTICS Holding SA to Hold Extraordinary General Meeting

Relief Therapeutics Calls Extraordinary General Meeting
Anticipated Board of Directors Overhaul

GENEVA, SWITZERLAND / ACCESSWIRE / March 27, 2024 / RELIEF THERAPEUTICS Holding SA (SIX:RLF)(OTCQB:RLFTF)(OTCQB:RLFTY) (Relief Therapeutics, or the Company), a biopharmaceutical company committed to delivering innovative treatment options for select specialty, unmet and rare diseases, today announced it has called an extraordinary general meeting (the EGM) of shareholders to be held at 03:00 p.m. CEST on April 26, 2024.

Foto: Accesswire

The purpose of the meeting is to vote on several specific items: the election of three nominees to the Board of Directors (the Board); adjustments to the Company's share capital; matters related to the Board and Executive Committee compensation and discharge; and textual amendments to conform the Articles of Association to the new corporate law. We believe such measures enjoy support of the Company's largest shareholder and will enhance the Company's flexibility for future financial operations and business opportunities.

AGENDA

1. Election of new members of the Board of Directors

Shareholders will vote on the election of Mr. Peter de Svastich, Mr. Gregory Van Beek, and Mr. Thomas Elzinga as new members of the Board, for a term of office extending until completion of the next Annual General Meeting expected in June 2024. The three nominees are being proposed by Global Emerging Markets (GEM), the Company's largest shareholder with approximately 23% of the Company's outstanding share capital. Detailed presentations about the Board nominees can be found in the comprehensive agenda, available here .

Ms. Patrice Jean and Mr. Thomas Plitz, current Board members, announced their intent to conclude their service upon the election of the Board nominees. Mr. Selvaraju, Chairman of the Board, and Ms. Lock, member of the Board and interim CEO of the Company, will continue their service.

2. Capital Reduction by Reduction of Nominal Value

The Board proposes to reduce the nominal value of the Company's share capital from CHF 56'163'348.00 to CHF 1'404'083.70 by reducing the nominal value of each share from CHF 4.00 to CHF 0.10. This technical adjustment comes as the share currently quotes at a price below its par value. This situation presents practical implications, including limiting the Company's ability to raise capital. The number of outstanding shares, as well as shareholders' financial and patrimonial rights, will not be affected by the reduction in par value. The modification of the share capital shall render the capital band provisions under the Articles of Association void.