TIDMFARN
RNS Number : 4131T
Faron Pharmaceuticals Oy
25 March 2021
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 23
April 2021 at 2:00 p.m. EEST (Finnish time) at the premises of
Inderes Oy at Itämerentori 2, FI-00180 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 legislation approved by
the Finnish parliament, which entered into force on 3 October 2020.
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 current
restrictions set by the authorities. 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 AGA 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 General Counsel Pessi Honkasalo shall scrutinize
the minutes and supervise the counting of the votes. In case Pessi
Honkasalo 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 2020
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 2020, published by the Company on 25 March
2021 and which have been made available on the Company's website at
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 2020
will be paid and that the losses of the Company for the financial
year, amounting to EUR 16,946,216.84 (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 Matti Manner 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 Anne Whitaker be elected as a new
member to the Board for a term that ends at the end of the next
AGM.
Anne Whitaker (born 1967), Bachelor of Science, a citizen of the
United States, currently serves as a member of the board of
directors of three publicly listed companies: UDG Healthcare Plc,
Caladrius Biosciences Inc., Mallinckrodt Plc and privately held
Aerami Therapeutics Inc. Previously, she has acted as the CEO at,
inter alios, Aerami Therapeutics, Inc., KNOW Bio LLC, Novoclem
Therapeutics, Inc. and Synta Pharmaceuticals Inc., and as the
Executive Vice President, Company Group Chairman of Bausch Health
Company and President of North America for Sanofi.
Anne Whitaker is independent of the Company and its significant
shareholders.
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 and Matti Manner as
vice-chair of the Board.
Descriptions of 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.
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 Plan 2015
The Company's Extraordinary General Meeting has on 15 September
2015 adopted the terms and conditions of an option plan which has
later been amended by the decisions of the AGMs held on 16 May 2017
and 18 May 2020 (the "Option Plan 2015"). The subscription period
for shares based on options is currently scheduled to end on 30
September 2021. The Board proposes that the AGM 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 30 September 2023. 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 to this
notice.
16. Amendment of the Articles of Association
The Board proposes that article 13 (regarding the reduction of
equity of the company) be removed from the Articles of Association
as the rules applicable to the Company are directly based on the
Companies Act.
17. 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 (10,000,000) 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 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 2022. This
authorisation shall not replace the authorisation relating to item
A.15 of this notice.
18. 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. The financial
statements, the Board's report and the auditor's report for 2020
are available on the above-mentioned website no later than on 25
March 2021. 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 7 May 2021 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 13
April 2021, 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 1
April 2021 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 2021 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 1 April 2021 until 10:00 a.m. EEST (Finnish time) on 19 April
2021 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 banking codes or mobile ID 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.
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 no later than on 1
April 2021 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, Yhtiökokous / Faron Pharmaceuticals Ltd,
Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to
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.
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 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.
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/.
Shareholders may also participate in the AGM and exercise their
rights at the meeting by way of another proxy representative. 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. 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 on 1 April 2021 at
the latest. Possible proxy documents shall be delivered primarily
through email to 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.
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 13 April 2021. 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 20 April 2021 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 by no later than 30 March 2021
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 by no later than 1
April 2021.
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 or by regular mail
to Faron Pharmaceuticals Ltd, attn. Virve Nurmi, Joukahaisenkatu 6,
FI-20520 Turku, Finland by no later than 9 April 2021, 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 on 14 April 2021
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 2021, the total number of
shares and votes in the Company is 50,417,874.
Turku, 25 March 2021
FARON PHARMACEUTICALS LTD
Board of Directors
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END
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