| 2022-03-17 |
股东大会：
将于2022-04-13召开股东大会
会议内容 ▼▲
- 1. Approval of the Annual Report and the Annual Financial Statements for the Financial Year 2021 The Board of Directors proposes to approve the Annual Report 2021 and the Annual Financial Statements 2021. Explanations The Annual Report 2021 includes the IFRS Consolidated Financial Statements (pages 83 ff . of the Annual Report 2021 ) and the Company Only Financial Statements (pages 135 ff . of the Annual Report 2021 ) .
2. Consultative Vote on the Compensation Report The Board of Directors proposes to approve the Compensation Report 2021 in a consultative vote. Explanations The Compensation Report 2021 is included in the Annual Report 2021 (pages 67 ff . ) . The Board of Directors has decided, in accordance with the Swiss Code of Best Practice for Corporate Governance, to submit the Compensation Report to shareholders for a separate consultative vote in addition to the binding approvals of the compensation amounts under agenda item 9 .
3. Appropriation of Net Loss The Board of Directors proposes to carry forward the net loss of CHF 58,631,686 thereby bringing the loss carried forward position from CHF 157,899,662 to CHF 216,531,348.
4. Discharge of the Board of Directors and the Management Board The Board of Directors proposes that its members and the members of the Management Board be granted discharge for their activities in the financial year 2021.
5. Authorized Share Capital The Board of Directors proposes that (i) the authorized share capital of the Company be renewed for a period of two years until April 13 , 2024 , (ii) the maximum amount of the authorized share capital of the Company shall be CHF 807 , 316 . 20 and (iii) Article 3 a of the Articles of Incorporation 1 be amended accordingly as follows ( changes marked ) : Article 3a - Present version Article 3a - Requested new version Authorized Share Capital Authorized Share Capital 1 The board of directors is authorized to increase the share capital, at any time until April 21 , 2023 , by a maximum amount of CHF 428 , 675 by issuing a maximum of 4 , 286 , 750 fully paid up registered shares with a par value of CHF 0 . 10 each . An increase of the share capital in partial amounts shall be permissible . The rest of Article 3a remains unchanged. The board of directors is authorized to increase the share capital, at any time until April 13 , 2024 , by a maximum amount of CHF 807 , 316 . 20 by issuing a maximum of 8 , 073 , 162 fully paid up registered shares with a par value of CHF 0 . 10 each . An increase of the share capital in partial amounts shall be permissible . The rest of Article 3a remains unchanged. Explanations The Board of Directors proposes to renew the authorized share capital for an additional period of two years . The existing authorized share capital has been partially used for the listing by the Company of American Depositary Shares in the United States in June 2021 . As per consistent practice since the initial public offering of the Company on the SIX Swiss Exchange in 2014 , the Board of Directors proposes to maintain an authorized share capital representing approximately 25 % of the Company’s ordinary share capital . For a growing biotech company, it is imperative to maintain a reasonable level of financing flexibility . In addition, given the uncertainties around the entering into force of the revised Swiss corporate law in 2023 , which will permit the introduction of a so - called capital range ( Kapitalband ) instead of the authorized share capital, the Board of Directors proposes to renew the authorized share capital already now instead of next year in order to have a solid basis during the transitional period . If, upon entering into force of the new law, shareholders should adopt a capital range, the authorized share capital would lapse automatically .
6. Re - Elections to the Board of Directors as well as the Nomination and Compensation Committee 1. Re - Elections to the Board of Directors The Board of Directors proposes the re - elections of: 1. William (Bill) Burns; 2. Agnete B. Fredriksen; 3. Dominik Hchli; 4. Steven H. Holtzman; 5. Sandip Kapadia; 6. Vito J. Palombella; 7. Michael Vasconcelles; and 8. Patrick Amstutz; each as a member of the Board of Directors for a term of office of one year until the conclusion of the annual general meeting 2023. All re - elections are held individually.Explanations For biographical details on the candidates please refer to the Company’s website 2 or on pages 52 ff . of the Annual Report 2021 . Please note that Patrick Amstutz as CEO of the Company is not and will not be member of any committee of the Board of Directors .
7. Re - Election of the Statutory Auditors The Board of Directors proposes to re - elect KPMG AG, Zurich, as statutory auditors for the financial year 2022 .
8. Re - Election of the Chairman of the Board of Directors The Board of Directors proposes the re - election of William (Bill) Burns as Chairman of the Board of Directors for a term of office of one year until the conclusion of the annual general meeting 2023 .
9. Approval of the Compensation Amounts for the Board of Directors and the Management Board 1. Approval of the Compensation Amount for the Board of Directors for the Next Term of Office The Board of Directors proposes to approve the maximum aggregate amount of CHF 1 , 091 , 400 as compensation for the Board of Directors for the term of office from the annual general meeting 2022 until the annual general meeting 2023 . Explanations How is the proposed maximum compensation composed The compensation for the Board of Directors is expected to consist of (i) a fee in cash in an aggregate amount of up to CHF 397 , 800 and (ii) an allocation of restricted share units (RSUs) in an aggregate amount of up to CHF 693 , 600 , for the work of the Board of Directors and its committees . RSUs are subject to a three - year blocking period . For purposes of this proposal, the RSUs will be valued as of the grant date . The maximum amount includes estimated social security contributions, except for mandatory employer contributions to state social security institutions 3 . Additional information on the compensation model for the Board of Directors may be found in the Compensation Report 2021 . Does the proposed maximum amount represent an increase compared to the previous reference period No, the above proposed maximum aggregate compensation remains unchanged compared to the compensation amount 2021 . Will the effective pay - out be disclosed Yes, the actual pay - out to the members of the Board of Directors for the term of office from the annual general meeting 2022 to the annual general meeting 2023 will be disclosed in the Compensation Report 2022 and the Compensation Report 2023 . 9.2 Approval of the Fixed Compensation Amount for the Management Board from July 1, 2022 until June 30, 2023 The Board of Directors proposes to approve the maximum aggregate amount of CHF 2 , 555 , 434 as fixed compensation for the members of the Management Board for the period from July 1 , 2022 until June 30 , 2023 . Explanations How is the proposed maximum compensation composed The proposed fixed compensation for the Management Board shall consist of a fixed compensation in cash, which includes the base salaries as well as social security and pension contributions, except for the mandatory employer contributions to state social security institutions 4 . Additional information on the compensation model for the Management Board can be found in the Compensation Report 2021 . As announced on March 15 , 2022 , the Board of Directors appointed two new members to the Management Board with effect as of July 1 , 2022 , thereby increasing the number of members of the Management Board from four to six . As a result, the proposed 3 Molecular Partners will be obliged to make employer contributions to social security insurance (providing for old age, unemployment, handicap, etc . ) in addition to the compensation of the members of the Board of Directors, pursuant to applicable mandatory law . Based on currently applicable contribution rates and assuming vesting of all RSUs, the employer contributions relating to fixed and long - term compensation are expected not to exceed CHF 50 , 622 in the aggregate . 4 Molecular Partners will be obliged to make employer contributions to social security insurance (providing for old age, unemployment, handicap, etc . ) in addition to the compensation of the members of the Management Board pursuant to applicable mandatory law . As an estimate based on currently applicable contribution rates the employer contributions are expected not to exceed (i) with respect to the fixed compensation CHF 198 , 266 , and (ii) with respect to the variable compensation (assuming maximum target achievement and maximum vesting of the PSUs) CHF 351 , 878 .
maximum aggregate compensation amount mentioned above newly includes the compensation to be paid to six members of the Management Board . Does the proposed maximum amount represent an increase compared to the previous reference period Yes, compared to the amount approved by the shareholders at the last annual general meeting 2021 (CHF 1 , 699 , 500 ) for the previous reference period (July 1 , 2021 to June 30 , 2022 ), the proposed maximum aggregate compensation amount for the Management Board with newly six members instead of previously four members represents an increase of 50 % . On an individual basis, the average amount per member of the Management Board represents a minimal increase of 0 . 2 % compared to the average amount per member approved by the shareholders at the annual general meeting 2021 . Will the effective pay - out be disclosed Yes, the actual fixed aggregate compensation pay - out to the members of the Management Board for the period from 1 July 2022 until 30 June 2023 will be disclosed in the Compensation Report 2022 and in the Compensation Report 2023 . 9.3 Approval of the Variable Compensation Amount for the Management Board for the Current Financial Year The Board of Directors proposes to approve the maximum aggregate amount of CHF 3 , 909 , 756 as variable compensation for the members of the Management Board for the current financial year .
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