REG - Faron Pharma. Oy - Results of the Annual General Meeting

Faron Pharmaceuticals OyAnnouncement

05/04/2024 12:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240405:nRSE5286Ja&default-theme=true

RNS Number : 5286J  Faron Pharmaceuticals Oy  05 April 2024

Faron Pharmaceuticals Oy

("Faron or the "Company")

Results of the Annual General Meeting

 
                                Change of Directors

Company announcement, 5 April 2024 at 14:00 (EEST) / 12:00 PM (BST)

TURKU, FINLAND / BOSTON, MA - The annual general meeting ("AGM") of Faron
Pharmaceuticals Oy (AIM: FARN, First North: FARON) took place at BioCity
in Turku, Finland, today 5 April 2024. 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 13 March 2024.

 

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 2023.

No dividend for the financial year 2023 will be paid, and the losses of the
Company for the financial year, amounting to EUR 30.9 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 five. Tuomo Pätsi, Markku
Jalkanen, John Poulos, Marie-Louise Fjällskog and Christine Roth were
re-elected 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.

 

Resolution on the establishment of Shareholder's Nomination Board

 

The AGM resolved to establish a Shareholders' Nomination Board for the Company
and its Charter as proposed by the Board was adopted.

 

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 twenty million (20,000,000) new shares in the aggregate
(including shares to be received based on options or other special rights),
which corresponds to approximately twenty nine (29) per cent of the shares and
votes on the date of the AGM Notice, as well as the conveyance of up to the
same maximum number (twenty million (20,000,000)) 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 30 June 2025. This authorization does not
cancel the authorization given to the Board by the Annual General Meeting on
24 March 2023 to resolve on issuances of shares, option rights or other
special rights entitling to shares.

Authorization to the Board to decide on the issuance of shares

The Board was authorized to resolve on issuances of shares in connection with
a larger share issuance, 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 thirty million (30,000,000) new
shares in the aggregate, which corresponds to approximately 43,6 per cent of
the shares and votes on the date of the AGM Notice, as well as the conveyance
of up to the same maximum number (thirty million (30,000,000)) 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.

The authorization is effective until the close of the next Annual General
Meeting of Shareholders to be held in 2025 and can only be used for the
purposes of the contemplated public offering and the Company's existing bridge
financing needs.

The authorization does not cancel the remaining authorization given to the
Board by the Annual General Meeting on 24 March 2023 to resolve on issuances
of shares, option rights or other special rights entitling to shares, nor the
authorization resolved by the AGM in agenda item 16.

 

Minutes of the AGM

 

The minutes of the AGM will be available on the Company's website on 19 April
2024 at the latest.

 

For more information please contact:

Investor Contact

 

LifeSci Advisors

Daniel Ferry

Managing Director

daniel@lifesciadvisors.com (mailto:daniel@lifesciadvisors.com)

+1 (617) 430-7576

 

ICR Consilium

 

Mary-Jane Elliott, David Daley, Lindsey Neville

Phone: +44 (0)20 3709 5700

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

 

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

 

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 treatments and as a monotherapy in last line solid
cancers. Further information is available at www.faron.com.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RAGSSSFSIELSEDL