REG - Faron Pharma. Oy - Notice of Faron Pharmaceuticals Ltd’s AGM

Faron Pharmaceuticals OyAnnouncement

25/03/2022 09:00

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RNS Number : 9830F  Faron Pharmaceuticals Oy  25 March 2022

Faron Pharmaceuticals Ltd ("Faron" or the "Company")

Company announcement, March 25, 2022 at 11:00 AM (EET) / 09:00 AM (GMT) /
05:00 AM (EDT)

NOTICE OF Faron pharmaceuticals LTD's Annual GENERAL MEETING

Shareholders of Faron Pharmaceuticals Ltd (the "Company") are notified of the
Annual General Meeting (the "AGM") to be held on 22 April 2022 at 12:00 p.m.
EEST (Finnish time). The meeting venue is Event Venue Eliel,
Töölönlahdenkatu 2, Helsinki, Finland. The shareholders of the Company may
participate in the AGM and exercise their shareholder rights only by voting in
advance, by submitting counterproposals in advance and asking questions in
advance in accordance with the instructions given in this notice and otherwise
by the Company. It is not possible to participate in the AGM at the meeting
venue.

The Board of Directors (the "Board") has resolved on exceptional meeting
procedures based on the temporary legislative act (375/2021, "Temporary
Act") approved by the Finnish parliament on 7 May 2021. In order to prevent
the spread of the COVID-19 pandemic, the AGM will be held without
shareholders' and their proxy representatives' presence at the meeting venue.
This is necessary in order to ensure the health and safety of the
shareholders, employees and other stakeholders of the Company as well as to
organize the AGM in a predictable way allowing equal means for shareholders to
participate while also ensuring compliance with the restrictions set by the
authorities from time to time. For these reasons, shareholders and their proxy
representatives can participate in the AGM and use shareholder rights only by
voting in advance, by submitting counterproposals in advance and by asking
questions in advance. Further instructions can be found in part C of this
notice (Instructions for the Participants).

 

The AGM can be followed on the Company's website. Persons following the
meeting in this manner are not considered participants in the AGM.
Accordingly, shareholders will not have the possibility to address the meeting
or participate in any vote, among other things, during the meeting. The
webcast will be arranged only if it can be arranged in compliance with all
regulatory rules and restrictions imposed by the authorities due to the
COVID-19 pandemic.

 

The CEO of the Company will attend the meeting. The Chairman of the Board, the
members of the Board, other management of the Company and the auditor will not
attend the AGM.

 

A.    MATTERS ON THE AGENDA OF THE AGM

 

1.   Opening of the meeting

 

2.   Calling the meeting to order

Attorney-at-law Riikka Rannikko shall act as the Chairman of the meeting. If
due to weighty reasons Riikka Rannikko is not able to act as Chairman, the
Board shall appoint another person it deems most suitable to act as Chairman.

 

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

The Company's Corporate Counsel Kaisa Kyttä shall scrutinize the minutes and
supervise the counting of the votes. In case Kaisa Kyttä would not be able to
act as the person to scrutinize the minutes and to supervise the counting of
the votes due to weighty reasons, the Board shall appoint another person it
deems most suitable to act in that role.

4.      Recording the legality of the meeting

 

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

The shareholders who have voted in advance and who have the right to
participate in the meeting pursuant to Chapter 5, Sections 6 and 6a of the
Finnish Limited Liability Companies Act (624/2006, as amended; the "Companies
Act") will be recorded to have been represented at the meeting. The list of
votes will be adopted according to the information provided by Euroclear
Finland Oy ("Euroclear") and Innovatics Ltd ("Innovatics").

6.    Presentation of the financial statements, the Board's report and the
auditor's report for 2021

As shareholders can only participate in the AGM by voting in advance, the
financial statements, the Board's report and the auditor's report for 2021,
published by the Company on 25 March 2022 and which have been made available
on the Company's website at https://www.faron.com/investors/general-meetings
(https://www.faron.com/investors/general-meetings) , will be deemed to have
been presented to the AGM.

7.    Adoption of the financial statements

 

8.    Resolution on the use of the profit shown on the balance sheet and
the payment of dividend

The Board proposes that no dividend for the financial year 2021 will be paid
and that the losses of the Company for the financial year, amounting to EUR
21.2 million (IFRS), will be carried forward to the reserve for invested
unrestricted equity.

9.    Resolution on the discharge of the members of the Board and the CEO
of the Company from liability

 

10.  Resolution on the remuneration of the members of the Board

The Board proposes, on the basis of the proposal of the remuneration
committee, 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.

The Board furthermore proposes that 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 as the member's place of residence.

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

The Board also proposes, on the basis of the proposal of the remuneration
committee, that 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.

11.  Resolution on the number of members of the Board

The Board proposes, on the basis of the proposal of the nomination committee,
that seven (7) members be elected to the Board.

12.  Election of members of the Board

The Board proposes, on the basis of the proposal of the nomination committee,
that Frank Armstrong, Gregory Brown, John Poulos, Leopoldo Zambeletti, Markku
Jalkanen and Anne Whitaker be re-elected to the Board for a term that ends at
the end of the next AGM. In addition, the Board proposes, on the basis of the
proposal of the nomination committee, that Erik Ostrowski be elected as a new
member to the Board for a term that ends at the end of the next AGM.

Erik Ostrowski (born 1972), citizen of the U.S., holds no other board
memberships at the moment. He is independent of the Company and its
significant shareholders. Information on the proposed new Board member is
available on the Company's website at
https://www.faron.com/investors/general-meetings.

All proposed Board member candidates have given their consent for the
election. The proposed Board members have informed the Company that in the
event they are elected, they intend to elect Frank Armstrong as chair of the
Board.

Information on the Board member candidates proposed to be re-elected are
available on the Company's website at
https://www.faron.com/faron/leadership/board-directors
(https://www.faron.com/faron/leadership/board-directors) .

13.  Resolution on the remuneration of the auditor

The Board proposes, on the basis of the proposal of the audit committee, that
the auditor be remunerated in accordance with the invoice presented.

14.  Election of the auditor

The Board proposes, on the basis of the proposal of the audit committee, that
PricewaterhouseCoopers Oy ("PwC"), a firm of authorised public accountants,
continue to act as the Company's auditor.

PwC has informed the Company that it will appoint Panu Vänskä, authorised
public accountant (KHT), as the key audit partner.

15.  Authorising the Board to decide on the issuance of shares, options or
other special rights entitling to shares

The Board proposes that the AGM authorise the Board to resolve by one or
several decisions on issuances of shares, options or other special rights
entitling to shares referred to in Chapter 10, Section 1 of the Companies Act,
which authorisation contains the right to issue new shares or dispose of the
shares in the possession of the Company. The authorisation would consist of up
to ten million six hundred thousand (10,600,000) shares in the aggregate
(including shares to be received based on options or other special rights),
which corresponds to approximately twenty (20) per cent of the existing shares
and votes in the Company.

The authorisation would not exclude the Board's right to decide on the
issuance of shares, options or other special rights entitling to shares in
deviation from the shareholders' pre-emptive rights. The authorisation is
proposed to be used for material arrangements from the Company's point of
view, such as financing (including, without limitation, issuance of warrants
under the funding agreement with IPF Partners announced on February 28, 2022)
or implementing business arrangements, investments or for other such purposes
determined by the Board in which case a weighty financial reason for issuing
shares, options or other special rights entitling to shares, and possibly
deviating from the shareholders' pre-emptive rights, would exist.

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

The authorisation would be effective until 30 June 2023.

16.   Authorising the Board to decide on the issuance of shares without
consideration to the Company

The Board proposes that the AGM authorise the Board to resolve by one or
several decisions on a share issue without consideration to the Company
itself. The authorisation would consist of up to ten million six hundred
thousand (10,600,000) shares in the aggregate, which corresponds to
approximately twenty (20) per cent of the existing shares and votes in the
Company.

The authorisation would not exclude the Board's right to decide on the
issuance of shares in deviation from the shareholders' pre-emptive rights. The
Board would be authorised to resolve on all other terms and conditions of the
issuance of shares, including the right to issuances without consideration.
Issuances without consideration require that there is an especially weighty
financial reason for doing so from the Company's point of view and observing
the interests of all the shareholders of the Company.

The authorisation would be effective until 30 June 2023. The proposed
authorisation does not revoke the share issue authorisations granted to the
Board otherwise during this AGM.

 

17.   Closing of the meeting

 

B.    DOCUMENTS OF THE AGM

The proposals of the Board to the AGM and this notice are available on the
Company's website at https://www.faron.com/investors/general-meetings
(https://www.faron.com/investors/general-meetings) . The financial statements,
the Board's report and the auditor's report for 2021 are available on the
above-mentioned website no later than on 25 March 2022. Copies of these
documents and of this notice will be sent to shareholders upon request. The
minutes of the AGM will be available to be viewed on the Company's website
from 6 May 2022 at the latest.

C.    INSTRUCTIONS FOR THE PARTICIPANTS

In order to prevent the spread of the COVID-19 pandemic, the AGM will be
organized so that the shareholders and their proxy representatives are not
allowed to be present at the meeting venue. The shareholders and their proxy
representatives can participate in the meeting and use their shareholder
rights only by voting in advance, by submitting counterproposals in advance
and asking questions in advance in the manner described below. Proxy
representatives shall also vote in advance in the manner described below.

1.    The right to participate

Each shareholder who on the record date of the AGM, being 8 April 2022, is
registered in the Company's shareholders' register held by Euroclear has the
right to participate in the AGM. 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 C.4 (Holder of nominee-registered shares (including depositary
interest holders)) for all instructions on participating and voting in
advance.

A shareholder may only participate in the meeting by voting in advance or by
way of proxy representation and by submitting counterproposals and asking
questions in advance in accordance with the instructions below.

2.    Registration and advance voting

Registration for the AGM and advance voting will begin on 4 April 2022 at
12:00 noon EEST (Finnish time) when the deadline for submitting
counterproposals has passed. A shareholder entered in the Company's
shareholders' register who wishes to participate in the AGM by voting in
advance must register and vote in advance at the latest on 19 April 2022 at
10:00 a.m. EEST (Finnish time), by which time the registration shall be
completed and votes need to be received.

A shareholder whose shares are registered on their Finnish book-entry account
can register and vote in advance on certain items on the agenda of the AGM
from 12:00 noon EEST (Finnish time) on 4 April 2022 until 10:00 a.m. EEST
(Finnish time) on 19 April 2022 by the following means:

a) Through the Company's website

The Finnish personal identity code or business ID as well as strong
identification with Finnish or Swedish banking codes or mobile certificate is
needed for electronic registration and advance voting. The terms and other
instructions concerning electronic voting are available on the Company's
website at https://www.faron.com/investors/general-meetings
(https://www.faron.com/investors/general-meetings) .

b) By mail or email

The advance voting form and instructions relating to the advance voting will
be available on the Company's website at
https://www.faron.com/investors/general-meetings
(https://www.faron.com/investors/general-meetings) no later than on 4 April
2022 at 12:00 noon EEST (Finnish time). A shareholder may send the advance
voting form available on the aforementioned website or corresponding
information to Innovatics by regular mail to Innovatics Ltd, Annual General
Meeting / Faron Pharmaceuticals Ltd, Ratamestarinkatu 13 A, FI-00520 Helsinki,
Finland or by email to agm@innovatics.fi (mailto:agm@innovatics.fi) . If the
shareholder participates in the meeting by sending the votes in advance by
mail or email to the above-mentioned addresses, this constitutes registration
for the AGM, provided that the above-mentioned information required for
registration is provided. Additional information is also available through
email at general.meeting@faron.com (mailto:general.meeting@faron.com) .

In connection with the registration, a shareholder or a proxy representative
is required to provide the requested personal information such as the
shareholder's name, personal ID/date of birth and email address and/or phone
number. The personal data given to the Company and Innovatics by shareholders
and proxy representatives is only used in connection with the AGM and with the
processing of related necessary registrations.

Additional information on the registration and advance voting is available
during the registration period by telephone at +358 10 2818 909 on business
days during 9:00 a.m. until 12:00 noon and from 1:00 p.m. until 4:00 p.m.
(EEST).

3.    Proxy representative and powers of attorney

A shareholder may participate in the AGM and exercise their rights at the
meeting by way of proxy representation. Also the proxy representative of a
shareholder may only participate by voting in advance in the manner instructed
above. Shareholders who do not vote in advance are requested, due to the
COVID-19 pandemic, to exercise shareholders' rights through a centralized
proxy representative designated by the Company by authorizing attorney-at-law
Anniina Järvinen from Hannes Snellman Attorneys Ltd, or a person appointed by
her, to represent them at the AGM in accordance with the shareholder's voting
instructions. Authorizing the designated proxy representative will not accrue
any costs for the shareholder, excluding possible postal fees for proxy
documents. Further information on the designated proxy representative is
available at the following website:
www.hannessnellman.com/people/all/anniina-jaervinen/
(http://www.hannessnellman.com/people/all/anniina-jaervinen/) .

Shareholders may also participate in the AGM and exercise their rights at the
meeting by way of another proxy representative. Proxy representatives must use
strong electronic authentication when registering for the meeting and voting
in advance online, after which they can register and vote in advance on behalf
of the shareholder they represent. A proxy representative shall present a
dated proxy document or otherwise in a reliable manner demonstrate their right
to represent the shareholder at the AGM. Statutory right of representation may
be demonstrated by using the suomi.fi e-Authorisations service which is in use
in the online registration service. When a shareholder participates in the AGM
by means of several proxy representatives representing the shareholder with
shares at different securities accounts, the shares by which each proxy
representative represents the shareholder shall be identified in connection
with the registration for the AGM.

Proxy and voting instruction templates are available on the Company's website
at https://www.faron.com/investors/general-meetings
(https://www.faron.com/investors/general-meetings) on 4 April 2022 at the
latest. The proxy representative of a shareholder shall deliver duly populated
and signed proxy documents together with the signed and duly populated advance
voting form in accordance with the instructions set out in the form primarily
as an attachment in connection with the electronic registration and advance
voting or alternatively through email to general.meeting@faron.com
(mailto:general.meeting@faron.com) or as originals to the address Faron
Pharmaceuticals Ltd, attn. Virve Nurmi, Joukahaisenkatu 6, FI-20520 Turku,
Finland before the end of the registration period, by which time the proxy
documents must be received.

If a shareholder delivers a proxy to the Company in accordance with the
applicable instructions before the expiry of the registration and
advance-voting period, this constitutes due registration for the AGM, provided
that all required information is included in the proxy documents. In addition,
proxy representatives must also vote in advance in the manner described in
this notice.

Further information is available on the Company's website at
https://www.faron.com/investors/general-meetings
(https://www.faron.com/investors/general-meetings) .

 

4.    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 AGM by virtue of such shares based on
which the holder would be entitled to be registered in the Company's
shareholders' register maintained by Euroclear on the AGM's record date of 8
April 2022. The right to participate in the AGM requires, in addition, that
the shareholder on the basis of such shares has been registered into the
temporary shareholders' register maintained by Euroclear by 19 April 2022 at
10:00 a.m. EEST (Finnish time), at the latest. As regards nominee-registered
shares this constitutes due registration for the AGM.

A holder of nominee-registered shares is advised to request necessary
instructions regarding the registration in the temporary shareholders'
register of the Company, the issuing of proxy documents and registration for
the AGM from their custodian bank in good time. A holder of nominee-registered
shares shall note that custodian banks may apply deadlines for the
registration and advance voting of holders of nominee-registered shares. The
account management organisation of the custodian bank has to register a holder
of nominee-registered shares into the temporary shareholders' register of the
Company at the latest by the time stated above and see to the voting in
advance on behalf of a holder of nominee-registered shares.

Further information on holders of nominee-registered shares is available on
the Company's abovementioned website.

5.    Other instructions and information

Shareholders who hold at least one hundredth (1/100) of all the shares in the
Company have the right to pose counterproposals concerning the matters on the
agenda of the AGM to be placed for a vote. Such counterproposals shall be
delivered to the Company by email to general.meeting@faron.com
(mailto:general.meeting@faron.com) by no later than 1 April 2022 at 4:00 p.m.
EEST (Finnish time), by which time the counterproposals must be received by
the Company.

The shareholders shall in connection with the counterproposal present adequate
evidence of their shareholding in the Company. The counterproposal is
admissible for consideration at the AGM if the shareholders who have made the
counterproposal have the right to attend the meeting and on the record date of
the AGM represent at least one hundredth (1/100) of all shares in the Company.
If a counterproposal will not be taken up for consideration at the AGM, the
votes given in favour of the counterproposal will not be taken into account.
The Company will publish possible counterproposals to be put to a vote on the
Company's website at https://www.faron.com/investors/general-meetings
(https://www.faron.com/investors/general-meetings) by no later than 4 April
2022.

A shareholder has the right to ask questions referred to in Chapter 5, Section
25 of the Companies Act with respect to the matters to be considered at the
AGM. Such questions may be delivered by email to general.meeting@faron.com
(mailto:general.meeting@faron.com) or by regular mail to Faron Pharmaceuticals
Ltd, attn. Virve Nurmi, Joukahaisenkatu 6, FI-20520 Turku, Finland by no later
than 8 April 2022, by which time the questions must have been received.

Such questions by shareholders, the Company's management's answers as well as
other counterproposals than those admissible for voting will be available on
the Company's website at https://www.faron.com/investors/general-meetings
(https://www.faron.com/investors/general-meetings) on 13 April 2022 at the
latest. In connection with asking questions, shareholders are required to
provide adequate evidence of shareholding.

The AGM can be followed on the Company's website. Persons following the
meeting in this manner are not considered participants in the AGM.
Accordingly, shareholders will not have the possibility to address the meeting
pursuant to Chapter 5, Section 25 of the Companies Act or participate in any
vote, among other things, during the meeting. The attendance list of the AGM
and voting results are determined solely based on the advance votes.
Shareholders cannot thus exercise their voting rights when following the
meeting through the webcast, i.e., votes must be cast in advance.

Changes in the share ownership following the record date of the AGM do not
have an impact on the right to participate in the AGM nor on the number of
votes of the shareholder.

On the date of this notice, 25 March 2022, the total number of shares and
votes in the Company is 53,232,032.

Turku, 25 March 2022

FARON PHARMACEUTICALS LTD

Board of Directors

For more information please contact:

 

 

Media / Investor Contact

Faron Pharmaceuticals

Eric Van Zanten

Head of Communications

eric.vanzanten@faron.com (mailto:eric.vanzanten@faron.com)

investor.relations@faron.com

Phone: +1 (610) 529-6219

 

Cairn Financial Advisers LLP, Nomad

Sandy Jamieson, Jo Turner

Phone: +44 (0) 207 213 0880

Peel Hunt LLP, Broker

Christopher Golden, James Steel

Phone: +44 (0) 20 7418 8900

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

Consilium Strategic Communications

Mary-Jane Elliott, David Daley, Lindsey Neville

faron@consilium-comms.com (mailto:faron@consilium-comms.com)

Phone: +44 (0)20 3709 5700

About Faron Pharmaceuticals Ltd

Faron (AIM: FARN, First North: FARON) is a clinical stage biopharmaceutical
company developing novel treatments for medical conditions with significant
unmet needs caused by dysfunction of our immune system. The Company currently
has a pipeline based on the receptors involved in regulation of immune
response in oncology, organ damage and bone marrow regeneration. Bexmarilimab,
a novel anti-Clever-1 humanized antibody, is its investigative precision
immunotherapy with the potential to provide permanent immune stimulation for
difficult-to-treat cancers through targeting myeloid function. Currently in
Phase I/II clinical development as a potential therapy for patients with
untreatable solid tumors, bexmarilimab has potential as a single-agent therapy
or in combination with other standard treatments including immune checkpoint
molecules. Traumakine is an investigational intravenous (IV) interferon
beta-1a therapy for the treatment of acute respiratory distress syndrome
(ARDS) and other ischemic or hyperinflammatory conditions. Traumakine is
currently being evaluated in global trials as a potential treatment for
hospitalized patients with COVID-19 and with the 59th Medical Wing of the US
Air Force and the US Department of Defense for the prevention of multiple
organ dysfunction syndrome (MODS) after ischemia-reperfusion injury caused by
a major trauma. Faron is headquartered in Turku, Finland with additional
offices in Zürich, Switzerland and US operations in Boston, Massachusetts.
Further information is available at www.faron.com.

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