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REG - Faron Pharma. Oy - Results of AGM

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RNS Number : 1989U  Faron Pharmaceuticals Oy  24 March 2023

Faron Pharmaceuticals Oy

("Faron or the "Company")

Results of the Annual General Meeting and Decisions of the Board of Directors

Company announcement, March 24, 2023 at 15.30 (EET) / 13.30 PM (GMT) / 09.30
AM (EDT)

TURKU, FINLAND / BOSTON, MA - The annual general meeting ("AGM") of Faron
Pharmaceuticals Oy (AIM: FARN, First North: FARON) took place at BioCity,
meeting room "Ministeri" in Turku, Finland today, March 24, 2023. The AGM
approved all the proposals of the Board of Directors ("Board") and its
committees, set out in the notice of the AGM published on March 3, 2023.

 

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 2022.

No dividend for the financial year 2022 will be paid, and the losses of the
Company for the financial year, amounting to EUR 28.7 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 seven. Frank Armstrong,
John Poulos, Leopoldo Zambeletti, Markku Jalkanen, Anne Whitaker and Erik
Ostrowski were re-elected to the Board and Tuomo Pätsi 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.

 

Amendment of the Articles of Association

 

The AGM resolved to amend the articles of association of the Company, to
enable holding a General Meeting entirely without a meeting venue, as a
so-called remote meeting, in addition to the Company's domicile and London.
The amended clause reads as follows:

"11§ Meeting venue

A General Meeting may in addition to the Company's domicile be held in the
city of London, United Kingdom, based on a resolution of the Board of
Directors. In addition, the Board of Directors may decide that the General
Meeting of the Shareholders be held without a meeting venue so that the
shareholders exercise their power of decision in full in real time during the
meeting using a telecommunications connection and technical means (remote
meeting)."

 

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 several decisions on issuances
of shares, options or other special rights entitling to shares referred to in
Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, which
authorization contains the right to issue new shares or dispose of the
Company's own shares in the possession of the Company. The authorization
consists of up to twelve million five hundred thousand (12,500,000) new 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, as well as the conveyance of up
to the same maximum number (twelve million five hundred thousand (12,500,000))
of treasury shares in the possession of the Company.

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

The authorization is effective until June 30, 2024.

 

Resolution on the amendment of the option programme and authorising the Board
to decide on the issuance of options or other special rights entitling to
shares

The Board was authorized to resolve on issuances of options or other special
rights entitling to shares referred to in chapter 10, section 1 of the Finnish
Limited Liability Companies Act, and the terms and conditions have later been
amended by the decision of the Company's AGM on May 18, 2020 (the "Share
Option Plan 2019"). The AGM decided to amend the terms and conditions of the
Share Option Plan 2019, so that a maximum total of four million three hundred
and fifty thousand (4,350,000) options can be offered under said terms and
conditions as follows:

 

·    to the chair of the Board, a maximum of two hundred and fifty
thousand (250,000) options (before the amendment one hundred and eighty
thousand (180,000) options);

·    to each member of the Board (excluding the chair of the Board and the
Chief Executive Officer and the Chief Financial Officer if they would be
considered as members of the Company's Board herein), a maximum of one hundred
and twenty-five thousand (125,000) options (before the amendment ninety
thousand (90,000) options);

·    to the Chief Executive Officer, a maximum of four hundred and
ninety-five thousand (495,000) options (before the amendment three hundred and
sixty thousand (360,000) options);

·    to the Chief Financial Officer, a maximum of one hundred and eighty
thousand (180,000) options (before the amendment one hundred and thirty
thousand (130,000) options); and

·    for any other non-employee person as determined by the Board, a
maximum of seventy thousand (70,000) options (before the amendment fifty
thousand (50,000) options).

Excluding the addition concerning the listing on Nasdaq Helsinki and the
extension of the duration of the authorization, the terms and conditions of
the option program remain otherwise unchanged.

The amendment increases the maximum total number of options under the Share
Option Plan 2019 by two million three hundred and fifty thousand (2,350,000)
options. This increases the aggregate per centage of shares that can be
subscribed for based on options from 3.1 per cent. to 6.9 per cent. of all
shares registered at the date of the AGM Notice. The maximum number of options
granted to the chair of the Board increases by seventy thousand (70,000)
options, representing an increase of approximately 38.9 per cent., the maximum
number of options granted to each member of the Board (excluding the chair of
the Board and the Chief Executive Officer and the Chief Financial Officer if
they would be considered as members of the Company's Board herein) increases
by thirty five thousand (35,000) options, representing an increase of
approximately 38.9 per cent., the maximum number of options granted to the
Chief Executive Officer increases by one hundred and one hundred and thirty
five thousand (135,000) options, representing an increase of 37.5 per cent.,
the maximum number of options granted to the Chief Financial Officer increases
by fifty thousand (50,000) options, representing an increase of approximately
38.5 per cent. And the maximum number of options granted to other non-employee
persons as determined by the Board increases by twenty thousand (20,000)
options, representing an increase of 40.0 per cent., over the current maximum
totals.

The AGM authorized the Board to resolve by one or several decisions on
issuances of options or other special rights entitling to shares referred to
in chapter 10, section 1 of the Finnish Limited Liability Companies Act. The
authorization consists of up to two million four hundred seventy-three
thousand and eighty-four (2 473 084) shares, options or other special rights
entitling to shares in the aggregate, which corresponds to approximately 3.9
per cent. of the existing shares and votes in the Company.

The authorization does not exclude the Board's right to decide on the issuance
of options or other special rights entitling to shares in deviation from the
shareholders' pre-emptive rights. The authorization will be used for
implementing an option plan for the employees and directors of, and persons
providing services to, the group, substantially in the form of the amended
Share Option Plan 2019 attached to the Notice of the AGM available of the
Company's website. There is a weighty financial reason for issuing options, as
options are an integral part of the incentivization system for the management
and personnel of the Company.

The exercise of options will be subject to fulfilment of certain criteria to
be resolved by the Board (the "Exercise Conditions"). Subject to fulfilment of
the Exercise Conditions, the options may be exercised at the exercise price,
which may not be less than the market value of a share at the grant date, as
determined by the Board (the "Exercise Price"). In determining such market
value, if shares are traded on Nasdaq Helsinki and/or on the AIM market of the
London Stock Exchange, the Board shall have regard to the average price per
share at which shares have been traded over a period of 90 days immediately
preceding the grant date. The Exercise Price will be determined to create a
sufficient incentive for the recipients of options. The Exercise Price shall
be recorded in the Company's reserve for invested unrestricted equity.

The Company's Board was authorized to resolve on all other terms and
conditions of the issuance of options or other special rights entitling to
shares referred to in chapter 10, section 1 of the Finnish Limited Liability
Companies Act.

The authorization will be effective until June 30, 2026. This authorization
shall not replace other authorizations granted to the Board (but for the sake
of clarity, replaces the authorization granted in 2019 relating to the Share
Option Plan 2019).

Decisions of the Board

 

At the meeting of the Board held following the AGM, Frank Armstrong was
re-elected Chair of the Board.

In addition, the Board elected the Chairs and other members to the Board
committees from among its members as follows:

·    Erik Ostrowski was elected the Chair of the Audit Committee and
Leopoldo Zambeletti and Tuomo Pätsi were elected as members of the Audit
Committee.

·    Frank Armstrong was elected the Chair of the Nomination Committee and
Anne Whitaker and Tuomo Pätsi were elected as the other members of the
Nomination Committee.

·    Anne Whitaker was elected as the Chair of the Remuneration Committee
and Frank Armstrong, John Poulos and Leopoldo Zambeletti were elected as the
other members of the Remuneration Committee.

 

Minutes of the AGM

 

The minutes of the AGM will be available on the Company's website on April 6,
2023 at the latest.

For more information please contact:

Media Contact

Faron Pharmaceuticals

Jennifer C. Smith-Parker

Head of Communications

Jennifer.Smith-Parker@faron.com (mailto:Jennifer.Smith-Parker@faron.com)

 

Investor Contact

Faron Pharmaceuticals

Julia Balanova

VP, Investor Relations

julia.balanova@faron.com (mailto:julia.balanova@faron.com)

investor.relations@faron.com (mailto:investor.relations@faron.com)

Phone: +1 (917) 306-6096

 

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 Oy

Faron Pharmaceuticals Oy (AIM: FARN, First North: FARON) together with its
subsidiaries, is a clinical stage biopharmaceutical group focused on building
the future of immunotherapy by harnessing the power of the immune system to
tackle cancer and inflammation. 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 hematological cancers and
untreatable solid tumors, bexmarilimab has potential as a single-agent
therapy or in combination with other standard treatments including immune
checkpoint molecules. In terms of other pipeline assets, Traumakine® is an
investigational intravenous (IV) interferon beta-1a therapy for the treatment
of hyperinflammatory conditions. Faron is headquartered in Turku, Finland.
Further information is available at www.faron.com (http://www.faron.com/) .

 

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