REG - Faron Pharma. Oy - Notice of EGM

Faron Pharmaceuticals OyAnnouncement

01/09/2023 10:00

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RNS Number : 1217L  Faron Pharmaceuticals Oy  01 September 2023

NOTICE OF faron pharmaceuticals LTD's extraordinary GENERAL MEETING

Shareholders of Faron Pharmaceuticals Ltd (the "Company") are notified of the
Extraordinary General Meeting to be held on September 22, 2023 at 9:00 a.m.
EEST (Finnish time) at BioCity, meeting room "Ministeri" at Tykistökatu 6,
FI-20520 Turku, Finland. The registration of attendees and the distribution of
voting slips will commence at the meeting venue at 8:30 a.m. EEST (Finnish
time).

The Board of Directors of the Company (the "Board") has resolved to convene
the Extraordinary General Meeting to resolve on the election of new members of
the Board and to resolve on the amendment of the Company's Option Plan 2015.

A.  MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

 

1.   Opening of the meeting

 

2.   Calling the meeting to order

 

3.   Election of persons to scrutinise the minutes and to supervise the
counting of votes

 

4.   Recording the legality of the meeting

 

5.   Recording the attendance at the meeting and adoption of the list of
votes

 

6.   Resolution on the number of members of the Board

 

The Board proposes, based on the proposal of the nomination committee, that
the number of the members of the Board would be resolved to be seven (7).

 

7.   Election of new members of the Board

 

The Board proposes, based on the proposal of the nomination committee, that
Christine Roth and Marie-Louise Fjällskog be elected as new members to the
Board for a term that ends at the close of the next Annual General Meeting.

 

Christine Roth, citizen of the United States, currently serves as an Executive
Vice President for Bayer Pharmaceuticals' Global Oncology Business Unit and a
member of the board of directors of Vividion Therapeutics. She is independent
of the Company and its significant shareholders.

 

Marie-Louise Fjällskog, a citizen of Sweden and the United States, currently
serves as Faron Pharmaceuticals Ltd's Chief Medical Officer. She is
non-independent of the Company, but she is independent of its significant
shareholders.

 

Christine Roth and Marie-Louise Fjällskog have given their consent for the
election. A description of both Board member candidate is available on the
Company's website at https://www.faron.com/investors/general-meetings.

 

8.   Resolution on the amendment of the Option Plan 2015

 

The Company's Extraordinary General Meeting has on September 15, 2015 adopted
the terms and conditions of an option programme which have later been amended
by the decisions of the Company's Annual General Meetings held on May 16,
2017, May 18, 2020 and April 23, 2021 (the "Option Plan 2015"). The
subscription period for shares based on options is currently scheduled to end
on September 30, 2023. The Board proposes that the EGM resolves to amend the
terms and conditions of the Option Plan 2015 so that the subscription period
for shares based on the options is extended by two (2) years, i.e., until
September 30, 2025. For the sake of clarity, it is noted that the proposal
applies to all options under the Option Plan 2015 (A options, B options, C
options and D options). The Board deems that the proposed amendment will
enhance the usability of the options and thereby significantly increase the
desired benefits of the incentivisation system for the management and
personnel of the Company.

 

The consolidated terms and conditions of the Option Plan 2015, incorporating
the amendments proposed herein, are attached hereto.

 

9.   Closing of the meeting

 

B.   DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING

The above-mentioned proposals to the Extraordinary General Meeting, the
Company's Annual Report 2022 including the financial statements, the Report of
the Board of Directors and the Auditor's Report, the Company's Half-Year
Financial Results January 1 - June 30, 2023, the statement by the Board of
Directors on events after the preparation of the half-year financial results
with a material effect on the Company and this notice are available on the
Company's website at https://www.faron.com/ (https://www.faron.com/) as of the
date of publication of this notice. The Board's proposals and the other
above-mentioned documents will also be available at the Extraordinary General
Meeting. Copies of these documents will be sent to shareholders upon request.
The minutes of the Extraordinary General Meeting will be available on the
Company's website from October 6, 2023 at the latest.

C.  INSTRUCTIONS FOR THE PARTICIPANTS

 

1.   The right to participate and registration

Each shareholder who on the record date of the Extraordinary General Meeting,
being September 12, 2023, is registered in the Company's shareholders register
held by Euroclear Finland Oy has the right to participate in the Extraordinary
General Meeting. A shareholder whose shares are registered on their personal
Finnish book-entry account is registered in the Company's shareholders
register. If you do not have a Finnish book-entry account, see section C3
"Holder of nominee-registered shares (including depositary interest holders)".

A shareholder who is registered in the Company's shareholders register and who
wants to participate in the Extraordinary General Meeting should register for
the meeting by no later than 10:00 a.m. EEST (Finnish time) on Tuesday,
September 19, 2023 by giving a prior notice of participation:

•     by email to general.meeting@faron.com or

•     by mail to Faron Pharmaceuticals Ltd, attn. Kaisa Kyttä,
Joukahaisenkatu 6, FI-20520 Turku, Finland.

When registering, a shareholder shall state their name, personal
identification number / business identity code, address, telephone number and
the name of a possible proxy representative, legal representative or assistant
and the personal identification number of the proxy representative or legal
representative. The personal data given by shareholders to the Company are
used only in connection with the Extraordinary General Meeting and the
necessary processing of related registrations.

Shareholders, and their authorised representatives or proxy representatives
should, when necessary, be able to prove their identity and/or right of
representation.

2.   Proxy representative and powers of attorney

Shareholders may participate in the Extraordinary General Meeting and exercise
their rights at the meeting by way of proxy representation. A proxy
representative must present a dated power of attorney or other reliable proof
of their authority to represent the shareholder.

A shareholder may participate in the Extraordinary General Meeting by means of
several proxy representatives, who represent the shareholder with shares held
on different book-entry accounts. In such case, the shares represented by each
proxy representative shall be identified when registering for the
Extraordinary General Meeting.

Possible proxy documents should be sent by email to general.meeting@faron.com
and in originals to Faron Pharmaceuticals Ltd, attn. Kaisa Kyttä,
Joukahaisenkatu 6, FI-20520 Turku, Finland before the end of registration
period.

3.   Holder of nominee-registered shares (including depositary interest
holders)

A holder of nominee-registered shares (including depositary interest holders)
has the right to participate in the Extraordinary General Meeting by virtue of
such shares based on which the holder would be entitled to be registered in
the Company's shareholders register held by Euroclear Finland Oy on the
Extraordinary General Meeting's record date of September 12, 2023.

Additionally, participation requires that the holder of nominee-registered
shares is temporarily registered in the Company's shareholders' register held
by Euroclear Finland Oy by 10:00 a.m. EEST (Finnish time) on Tuesday,
September 19, 2023. Temporary registration in the shareholders register shall
be deemed to be a registration for the Extraordinary General Meeting.

Holders of nominee-registered shares are advised to request the necessary
instructions regarding the temporary registration in the shareholders
register, the issuing of proxy documents and registration for the General
Meeting from their custodian bank without delay. A holder of
nominee-registered shares shall note that custodian banks may apply deadlines
for the registration and the providing of voting instructions of holders of
nominee-registered shares. The account management organisation of the
custodian bank shall notify a holder of nominee-registered shares who wants to
participate in the Extraordinary General Meeting to be temporarily entered
into the Company's shareholders register by the above-mentioned time.

4.   Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies
Act, shareholders who are present at the Extraordinary General Meeting are
entitled to request information regarding the matters addressed by the
meeting.

On the date of this notice, 1 September 2023, the total number of shares and
votes in the Company is 66 246 522 of which 85 149 shares are pending
registration.

The Extraordinary General Meeting shall be held in Finnish, partially
translated into in English.

 

Turku, September 1, 2023

FARON PHARMACEUTICALS LTD

Board of Directors

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