TIDMFARN
RNS Number : 0049H
Faron Pharmaceuticals Oy
20 March 2020
NOTICE OF faron pharmaceuticals LTD's ANNUAL GENERAL MEETING
Company announcement, 20 March 2020 at 1.30 PM (EET)
Shareholders of Faron Pharmaceuticals Ltd (the "Company") are
notified of the annual general meeting (the "AGM") to be held on 15
April 2020 at 2:00 p.m. (Finnish time) at the BioCity building,
meeting room Manu at Tykistökatu 6, 20520 Turku, Finland. The
registration of attendees and the distribution of voting slips will
commence at the meeting venue at 1:00 p.m. (Finnish time). Due to
the prevailing SARS-CoV-2 situation, the Company encourages its
shareholders to participate in the AGM by way of centralised proxy
representation and to follow the AGM by webcast.
The annual financial statement release containing the most
important information from the Company's annual report for 2019 has
been published on the date of this notice. The Company's annual
report for 2019 will be available on the "Results" section of the
Company's website at https://www.faron.com/investors/results no
later than three weeks before the AGM, i.e. as of 25 March 2020 at
the latest.
A. MATTERS ON THE AGA OF THE AGM
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. Presentation of the financial statements, the Board's report and the auditor's report for 2019
Review by the CEO; measures to remedy equity shortfall.
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 of directors (the "Board") proposes that no dividend
for the financial year 2019 will be paid and that the losses of the
Company for the financial year, amounting to EUR 13,261,911.93
(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 an annual remuneration of 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 than 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 six (6) 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, Markku Jalkanen, Matti
Manner, Leopoldo Zambeletti, Gregory Brown and John Poulos be
re-elected to the Board for a term that ends at the end of the next
AGM.
Descriptions of the Board member candidates are available on the
Company's website at https://www.faron.com/ .
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 and Matti Manner as vice-chair of the Board.
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. Resolution on the amendment of the option programmes
A. The Company's extraordinary general meeting has on 15
September 2015 adopted the terms and conditions of an option
programme which have later been amended by the decision of the AGM
held on 16 May 2017 (the "Option Plan 2015"). The options cannot
currently be transferred or pledged before the subscription of
shares without the consent of the Board. The Board proposes, on the
basis of the proposal of the remuneration committee, that the AGM
resolves to amend the terms and conditions of the Option Plan 2015
so that the options may be transferred or pledged after the
conditions for share subscription have been fulfilled under the
terms and conditions of the Option Plan 2015. 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.
B. The Company's AGM has on 28 May 2019 decided to authorise the
Board 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. Pursuant to the decision
of the AGM, the authorisation may 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
rules attached to that decision (the "Share Option Plan 2019"). The
options cannot currently be transferred or pledged before the
subscription of shares. The Board proposes, on the basis of the
proposal of the remuneration committee, that the AGM resolves to
approve implementing a change corresponding the aforementioned in
the rules of the Share Option Plan 2019 so that the options may be
transferred or pledged after the conditions for share subscription
have been fulfilled. The Board deems that the proposed amendment
will enhance the usability of the options and thereby significantly
increase the desired benefits of the incentive system for the
management and personnel of the Company.
The consolidated rules of the Share Option Plan 2019,
incorporating the amendments proposed herein, are attached
hereto.
16. 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 Finnish Limited Liability 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 8,650,000 shares in the aggregate (including
shares to be received based on options or other special rights),
which corresponds to approximately 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 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 will be effective until 30 June 2021. This
authorisation shall not replace the authorisation referred to in
item 15 of this notice.
17. Closing of the meeting
B. DOCUMENTS OF THE AGM
The above-mentioned proposals to the AGM and this notice are
available immediately after publication of this notice on the
Company's website at
https://www.faron.com/investors/general-meetings. The Company's
annual report for 2019, including the financial statements, the
report of the Board and the auditor's report, will be made
available as of 25 March 2020 at the latest on the Company's
website under the section Investors > Results. The Board
proposals and the other above-mentioned documents will also be
available at the AGM. 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 29
April 2020 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS
1. The right to participate and registration
Each shareholder who on the record date of the AGM, being 1
April 2020, is registered in the Company's shareholders' register
held by Euroclear Finland Ltd ("Euroclear") has the right to
participate in the AGM. A shareholder whose shares are registered
on their personal book-entry account is registered in the Company's
shareholders' register.
A shareholder who is registered in the Company's shareholders'
register and who wants to participate in the AGM should register
for the meeting by no later than 4 p.m. (Finnish time) on
Wednesday, 8 April 2020 by giving a prior notice of
participation:
-- by email to general.meeting@faron.com; or
-- by mail to Faron Pharmaceuticals Ltd, attn. Virve Nurmi,
Joukahaisenkatu 6, FI-20520 Turku, Finland.
When registering, a shareholder shall state their name, personal
identification number or business identity code, address, telephone
number and the name of a possible proxy representative or assistant
and the personal identification number of the proxy representative.
In addition, the shareholder shall state whether they will follow
the AGM by webcast. The personal data given by shareholders to the
Company are used only in connection with the AGM 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.
Due to the SARS-CoV-2 situation, the Company intends to limit
the amount of the physical participants of the AGM to the minimum.
Developments in the SARS-CoV-2 situation and complying with the
governmental regulations may even lead to a situation where the
number of participants arriving at the meeting venue will need to
be limited. Therefore, the Company encourages its shareholders to
participate in the AGM by way of proxy representation and to follow
the AGM by webcast.
2. Following the AGM by webcast
The Company's shareholders can follow the AGM by webcast. By
following the meeting by webcast, a shareholder does not attend the
meeting nor can use the right to request information in accordance
with the Finnish Limited Liability Companies Act nor exercise their
voting rights. A link to the webcast will be sent to all
shareholders who have given notice of attendance to the meeting and
provided their email address.
3. Proxy representative and powers of attorney
Shareholders may participate in the AGM 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 AGM 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 AGM.
Shareholders are also able to exercise their voting rights at
the AGM without physical presence through the centralized proxy
representation service provided by the Company's Corporate Legal
Counsel Pessi Honkasalo. Shareholders who wish to participate in
the AGM through authorising Dr Honkasalo as proxy representative
are required to register to the AGM as specified in this notice and
deliver the proxy form, available at the Company's website at
https://www.faron.com/investors/general-meetings, to the Company
before the end of registration period. Authorising Dr Honkasalo as
proxy representative will not accrue any costs for the shareholder
(excluding postal fees).
Proxy documents should be sent to Faron Pharmaceuticals Ltd,
attn. Virve Nurmi, Joukahaisenkatu 6, FI-20520 Turku, Finland or by
email to general.meeting@faron.com before the end of registration
period.
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 held by
Euroclear on the AGM's record date of 1 April 2020.
Additionally, participation requires that the holder of
nominee-registered shares is temporarily registered in the
Company's shareholders' register held by Euroclear by 10 a.m.
(Finnish time) on Wednesday, 8 April 2020. Temporary registration
in the shareholders' register shall be deemed to be a registration
for the AGM.
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 AGM from their custodian bank without delay.
The account management organisation of the custodian bank shall
notify a holder of nominee-registered shares who wants to
participate in the AGM to be temporarily entered into the Company's
shareholders' register by the above-mentioned time.
5. Other instructions and information
The Company takes the threat of SARS-CoV-2 seriously and is
following the situation carefully. Developments in the SARS-CoV-2
situation may require special arrangements to organise the AGM or
even to postpone the AGM to a later date. The Company's
shareholders are asked to follow the Company's announcements as
well as its website,
https://www.faron.com/investors/general-meetings, for any possible
changes or additional information.
Pursuant to chapter 5, section 25 of the Finnish Limited
Liability Companies Act, shareholders who are present at the AGM
are entitled to request information regarding the matters addressed
by the meeting.
On the date of this notice, 20 March 2020, the total number of
shares and votes in the Company is 43,290,747.
The AGM shall be held in Finnish and in English.
Turku, 20 March 2020
FARON PHARMACEUTICALS LTD
Board of Directors
For more information please contact:
Faron Pharmaceuticals Ltd
Dr Markku Jalkanen, CEO
investor.relations@faron.com
Panmure Gordon (UK) Limited, Nomad and Broker
Emma Earl, Freddy Crossley (Corporate Finance)
James Stearns (Corporate Broking)
+44 207 886 2500
Sisu Partners Oy, Certified Adviser on Nasdaq First North
Juha Karttunen, Jussi Majamaa
+358 40 555 4727
Consilium Strategic Communications
Mary-Jane Elliott, David Daley, Lindsey Neville
+44 20 3709 5700
faron@consilium-comms.com
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. The Company currently has
a pipeline based on the receptors involved in regulation of immune
response in oncology and organ damage. Clevegen, its precision
immunotherapy, is a novel anti-Clever-1 antibody with the ability
to switch immune suppression to immune activation in various
conditions, with potential across oncology, infectious disease and
vaccine development. Currently in phase I/II clinical development
as a novel macrophage checkpoint immunotherapy for patients with
untreatable solid tumours, Clevegen has potential as a single-agent
therapy or in combination with other standard treatments including
immune checkpoint molecules. Traumakine, the Company's pipeline
candidate to prevent vascular leakage and organ failures, has
completed a phase III clinical trial in Acute Respiratory Distress
Syndrome (ARDS). Plans for its future development are being
finalised to avoid interfering steroid use together with
Traumakine. Faron is based in Turku, Finland. 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 or visit www.rns.com.
END
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