Faron Pharmaceuticals: Faron Pharmaceuticals Ltd: Results of the Annual General Meeting

Faron Pharmaceuticals OyAnnouncement

04/05/2026 12:00

Faron Pharmaceuticals Ltd | Company announcement | May 04, 2026 at 14:00:00
EEST

Faron Pharmaceuticals Ltd: Results of the Annual General Meeting

TURKU, FINLAND - The annual general meeting ("AGM") of Faron Pharmaceuticals
Ltd (AIM: FARN, First North: FARON) took place in Turku, Finland, today 4 May
2026. Thirty-nine shareholders representing 46,850,172 shares and votes were
represented in the meeting. The AGM approved all the proposals of the Board of
Directors (“Board”) and the Shareholder’s Nomination Board, set out in the
notice of the AGM published on 10 April 2026.

Decisions of the AGM

The AGM adopted the financial statements of the Company and resolved to
discharge the members of the Board and the CEO of the Company from liability
for the financial year 2025.

No dividend for the financial year 2025 will be paid, and the losses of the
Company for the financial year, amounting to EUR 27.2 million (IFRS), will be
carried forward to the reserve for invested unrestricted equity.

Composition and remuneration of the Board

The number of members of the Board was confirmed as six. Tuomo Pätsi,
Marie-Louise Fjällskog, Christine Roth, Colin Bond and Juho Jalkanen were
re-elected, and George Golumbeski was elected as a new member to the Board for
a term that ends at the end of the next AGM.

The AGM resolved that the annual remuneration of the members of the Board
remain unchanged and that EUR 35,000 will be paid to the Board members, in
addition to which an annual remuneration of EUR 35,000 will be paid to the
chair of the Board. In addition, a further annual remuneration of EUR 11,000
will be paid to the chair of the audit committee, a further annual
remuneration of EUR 9,000 will be paid to the chair of the remuneration
committee and a further annual remuneration of EUR 6,000 will be paid to the
chair of the nomination committee. In addition, a further annual remuneration
of EUR 6,000 will be paid to the audit committee members, a further annual
remuneration of EUR 5,000 will be paid to the remuneration committee members
and a further annual remuneration of EUR 3,000 will be paid to the nomination
committee members.

Meeting fees will be paid to the Board members as follows:

* a meeting fee of EUR 1,000 will be paid to Board members per Board meeting
  where the Board member was physically present, and which was held on another
  continent than the member’s place of residence; and
* no meeting fees will be paid to Board members who were attending a Board
  meeting but not physically present or for Board meetings held on the same
  continent than the member’s place of residence.

In addition, all reasonable and properly documented expenses incurred in the
performance of duties of the members of the Board would be compensated.

No remuneration will be paid based on the Board membership of the CEO of the
Company or a person serving the Company under a full-time employment or
service agreement.

Auditor

Audit firm PricewaterhouseCoopers Oy (“PwC”) was re-elected as the Company’s
auditor. PwC has appointed Panu Vänskä, authorized public accountant (KHT), as
the key audit partner. It was decided that the auditor be remunerated in
accordance with the invoice approved.

Authorization to the Board to decide on the issuance of shares, options or
other special rights entitling to shares

The Board was authorized to resolve by one or more decisions on issuances of
shares, option rights or other special rights entitling to shares as referred
to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act,
which authorisation contains the right to issue new shares or dispose of the
Company’s treasury shares held by the Company. The authorisation consists of
up to forty million (40,000,000) new shares in the aggregate (including shares
to be received based on option rights or other special rights), which
corresponds to approximately twenty-five (25) per cent of the existing shares
and votes in the Company (as of the date of this notice) and approximately
twenty (20) per cent of the existing shares and votes in the Company after the
completion of the rights offering in which a total of eighty million
(80,000,000) new shares will be issued, as well as the conveyance of up to the
same maximum number (80,000,000) of treasury shares held by the Company.
Further, should the Board resolve to issue option rights or other special
rights entitling to treasury shares held by the Company, the same
authorisation could be used to issue the afore-mentioned up to forty million
(40,000,000) new shares in the aggregate to the Company itself without
consideration (to be further issued as shares from treasury or as shares to be
received based on such option rights or other special rights). The
authorisation will not exclude the Board’s right to decide on the issuance of
shares, option rights or other special rights entitling to shares in deviation
from the shareholders’ pre-emptive rights.

The Board was authorised to resolve on all other terms and conditions of the
issuance of shares, option rights or other special rights entitling to shares.

The authorisation will be valid until 30 June 2027 and will not revoke the
authorisations granted to the Board by the Extraordinary General Meeting on 2
March 2026 or the Annual General Meeting on 21 March 2025 to resolve on
issuances of shares, option rights or other special rights entitling to
shares.

Establishment of a new stock option 2026 plan

The AGM resolved to issue stock options to the personnel of the Company and
its subsidiaries and to the members of the Board of Directors of the Company
in accordance with the terms and conditions of the stock options 2026
("Terms"), free of charge. In addition, the AGM authorised the Board to
resolve on the implementation and administration of the stock options 2026,
including the authority to interpret the Terms, adopt country-specific
appendices, resolve on the allocation of stock options to personnel, and make
any technical changes to the Terms as considered necessary. The maximum total
number of stock options to be issued is 9,000,000, entitling their holders to
subscribe for a maximum of 9,000,000 new shares in the Company or shares held
by the Company.

Minutes of the AGM

The minutes of the AGM will be available on the Company’s website on 18 May
2026 at the latest.

For more information please contact:

Cairn Financial Advisers LLP, Nominated Advisor and Broker

Sandy Jamieson, Jo Turner
Phone: +44 (0) 207 213 0880

Sisu Partners Oy, Certified Adviser on Nasdaq First North

Juha Karttunen
Phone: +358 (0)40 555 4727
Jukka Järvelä
Phone: +358 (0)50 553 8990

About Faron Pharmaceuticals Oy 

Faron (AIM: FARN, First North: FARON) is a global, clinical-stage
biopharmaceutical company, focused on tackling cancers via novel
immunotherapies. Its mission is to bring the promise of immunotherapy to a
broader population by uncovering novel ways to control and harness the power
of the immune system. The Company's lead asset is bexmarilimab, a novel
anti-Clever-1 humanized antibody, with the potential to remove
immunosuppression of cancers through targeting myeloid cell function.
Bexmarilimab is being investigated in Phase I/II clinical trials as a
potential therapy for patients with hematological cancers in combination with
other standard treatments and as a monotherapy in last line solid cancers.
Further information is available at www.faron.com