Result of AGM
Faron Pharmaceuticals Oy
(“Faron” or the “Company”)
Results of the Annual General Meeting and Decisions of the Board of Directors
Company announcement, 23 April 2021 at 15:45 p.m. (EEST)
TURKU, FINLAND – The annual general meeting (“AGM”) of Faron Pharmaceuticals Oy (AIM: FARN, First North: FARON) took place at the premises of Inderes Oy in Helsinki, Finland today, 23 April 2021. 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 25 March 2021.
The AGM was held through exceptional procedures in accordance with the temporary legislative act to limit the spread of the Covid-19 pandemic (677/2020). The shareholders of the Company or their proxy representatives could participate in the AGM and exercise their shareholders’ rights only by voting in advance as well as by submitting counterproposals and asking questions in advance.
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 2020. No dividend for the financial year 2020 will be paid, and 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.
Composition and remuneration of the Board
The number of members of the Board was confirmed as seven. Frank Armstrong, Markku Jalkanen, Matti Manner, Leopoldo Zambeletti, Gregory Brown and John Poulos were re-elected to the Board and Anne Whitaker 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 remains unchanged. Accordingly, 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.
Meeting fees also remain unchanged and 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.
- 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, all reasonable and properly documented expenses incurred in the performance of duties of the members of the Board will 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, authorised public accountant (KHT), as the key audit partner. It was decided that the auditor be remunerated in accordance with the invoice presented.
Amendment of the Option Plan 2015
The AGM resolved to amend the terms and conditions of the option programme adopted by the Company’s extraordinary general meeting on 15 September 2015, which has later been amended by the decision of the annual general meetings held on 16 May 2017 and 18 May 2020 (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.
Amendment of the articles of association
The AGM resolved to amend the articles of association of the Company by removing article 13 (regarding the reduction of equity of the company) from the articles of association as the rules applicable to the Company are directly based on the Finnish Companies Act.
Authorisation to the Board to decide on the issuance of shares, options or other special rights entitling to shares
The Board was authorised 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 consists 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 on the date of the AGM.
The authorisation does 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 can 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, exists.
The Board was 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 2022 and will not replace the authorisations relating to other items resolved upon in the AGM.
Decisions of the Board
At the meeting of the Board held following the AGM, Frank Armstrong was re-elected Chair of the Board and Matti Manner was re-elected Vice-Chair of the Board.
In addition, the Board elected the Chairs and other members to the Board committees from among its members as follows:
- Leopoldo Zambeletti was elected the Chair of the Audit Committee and Matti Manner and Gregory Brown were elected as the other members of the Audit Committee.
- Matti Manner was elected the Chair of the Nomination Committee and Anne Whitaker and Frank Armstrong were elected as the other members of the Nomination Committee.
- Frank Armstrong was elected as the Chair of the Remuneration Committee and Anne Whitaker, 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 from 7 May 2021 at the latest.
For more information please contact:
Faron Pharmaceuticals Oy
Dr Markku Jalkanen, Chief Executive Officer
Peel Hunt LLP, Broker
Christopher Golden, James Steel
Phone: +44 (0) 20 7418 8900
Cairn Financial Advisers LLP, Nomad
Sandy Jamieson, Jo Turner, Mark Rogers
Phone: + 44 207 213 0880
Sisu Partners Oy, Certified Adviser on Nasdaq First North
Juha Karttunen
Phone: +358 40 555 4727
Jukka Järvelä
Phone: +358 50 553 8990
Consilium Strategic Communications
Mary-Jane Elliott, David Daley, Lindsey Neville
Phone: +44 (0)20 3709 5700
E-mail: faron@consilium-comms.com
Stern Investor Relations
Julie Seidel, Alexa Comai
Phone: +1 (212) 362-1200
E-mail: julie.seidel@sternir.com
About Faron Pharmaceuticals Oy
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 humanised 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 tumours, 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 hospitalised 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 based in Turku, Finland. Further information is available at www.faron.com.