Decisions of Herantis Pharma Plc’s Annual General Meeting of shareholders

Herantis Pharma Plc
Company release 8 April 2020 at 5:00 PM Eastern European Time

The Annual General Meeting of Shareholders of Herantis Pharma Plc was held in Helsinki on Wednesday, 8 April 2020.

Matters pertaining to the Annual General Meeting

The Annual General Meeting adopted the consolidated financial statements and the parent company's financial statements for the financial year 2019 and discharged the members of the Board of Directors and the CEO from liability. The Annual General Meeting of Shareholders decided that, as proposed by the Board of Directors, no dividend be paid for the financial year 1 January - 31 December 2019 and that the loss for the financial year shall be entered in the account for profit and loss.

The Annual General Meeting resolved that the remuneration payable to the members of the Board of Directors shall be EUR 1,500 per month except for the Chairman of the Board who shall be paid EUR 2,500 monthly, and a possibly elected Vice Chairman of the Board who shall be paid EUR 2,000 monthly. Board members are also reimbursed reasonable travel expenses related to Board of Director’s duties.

Six (6) members were elected to the Board of Directors: Ingrid Atteryd Heiman, James (Jim) Phillips, Aki Prihti, Mats Thorén, Timo Veromaa, and Frans Wuite.

The Annual General Meeting decided that the Auditor will be paid reasonable remuneration in accordance with the invoice approved by the Company.

The firm of authorised public accountants PricewaterhouseCoopers Oy was appointed as Herantis Pharma Plc's Auditor for the term ending at the end of the next Annual General Meeting of Shareholders, with APA Martin Grandell as the responsible auditor.

The Annual General Meeting resolved to establish a permanent shareholders' nomination committee and to approve the charter of the shareholders' nomination committee as proposed by the Board of Directors.

The Annual General Meeting resolved to authorise the Board of Directors to resolve on issues of shares as follows: Under the authorisation the Board of Directors may resolve on an issue of new shares or treasury shares, and the shares may be issued in one or several tranches. Under the authorisation a maximum total of 2,000,000 shares may be issued, which corresponds to approximately 29.9 percent of all of the shares in the Company. The shares may be issued against payment or gratuitously. Further, the issue of shares may be directed, provided that the company has a weighty financial reason to do so. Under the authorisation shares may be directed to the company. The authorisation shall not be used for incentive purposes. The authorisation shall remain valid until the close of the next annual general meeting, however no later than 30 June 2021.

The Annual General Meeting further resolved to authorise the Board of Directors to resolve on issues of shares as follows: Under the authorisation the Board of Directors may resolve on an issue of new shares or treasury shares, and the shares may be issued in one or several tranches. Under the authorisation a maximum total of 150,000 shares may be issued, which corresponds to approximately 2.25 % percent of all of the shares in the Company. The shares may be issued against payment or gratuitously. Further, the issue of shares may be directed, provided that the company has a weighty financial reason to do so. The authorisation may be used for issuing shares in connection with the incentive schemes of the company. The authorisation shall remain valid until the close of the next annual general meeting, however no later than 30 June 2021. The authorisation will not cancel other authorisations to be granted at the annual general meeting.

In its constitutive meeting held after the Annual General Meeting, the Board of Directors elected Timo Veromaa as Chairman of the Board and Frans Wuite as Vice Chairman of the Board.

HERANTIS PHARMA PLC

Further information:

Herantis Pharma Plc, Pekka Simula, CEO, telephone: +358 40 7300 445
Company web site: www.herantis.com
Certified Advisor: UB Securities Ltd, Finland: +358 9 25 380 225, Sweden: +46 72 888 43 83

About Herantis Pharma Plc

Herantis Pharma Plc is an innovative drug development company breaking the boundaries of standard therapeutic approaches. Our regenerative medicine drug candidates, CDNF and Lymfactin®, aim to revolutionize the treatment of Parkinson’s disease and other neurodegenerative diseases, and of secondary lymphedema. The shares of Herantis are listed on the Nasdaq First North Growth Market Finland with ticker symbol ‘HRTIS’ and Nasdaq First North Growth Market Sweden with ticker symbol ‘HRNTS’. Subscribe to Herantis’ news at https://herantis.com/subscribe/.