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

Herantis Pharma Plc

Company release, 21 April 2022 at 1:20 p.m. Eastern European Summer Time

 

Herantis Pharma Plc's (“Herantis”) Annual General Meeting was held in Helsinki on Thursday, 21 April 2022. Shareholders participated in the meeting and exercised their rights only by voting in advance, in addition to which they could make counterproposals and present questions in advance.

 

Adoption of the annual accounts, loss for the financial year and resolution on discharge from liability

 

The Annual General Meeting adopted the consolidated financial statements and the parent company’s financial statements for the financial year 1 January 2021 – 31 December 2021 and discharged the members of the Board of Directors and the CEO from liability. The Annual General Meeting decided that, as proposed by the Board of Directors, no dividend be paid for the financial year 1 January 2021 - 31 December 2021 and that the loss for the financial year shall be transferred to accumulated losses.

 

Resolution on the remuneration, number and election of the members of the Board of Directors

 

The Annual General Meeting resolved, in accordance with the proposal by the Shareholders' Nomination Committee, that the remuneration of the Board of Directors shall be as follows:

 

• The remuneration payable to the members of the Board of Directors shall be EUR 18,000 annually for each member of the Board except for the Chairman of the Board who shall be paid EUR 30,000 annually. The remuneration remains unchanged from the previous year. However, the Board of Directors will no longer elect a Vice Chairman of the Board from among its members, and thus the previously paid annual remuneration of EUR 24,000 related to the position will no longer be paid.
• The Chairman of the Audit Committee shall receive a fixed annual fee of EUR 8,000 and each member of the Audit Committee a fixed annual fee of EUR 4,000.
• The Chairman of the Remuneration Committee shall receive a fixed annual fee of EUR 4,000 and each member of the Remuneration Committee a fixed annual fee of EUR 2,000.
• Board members are also reimbursed reasonable travel expenses related to the duties of the Board of Directors.

 

In accordance with the proposal of the Shareholders’ Nomination Committee, the Annual General Meeting resolved that the number of members of the Board of Directors shall be six (6).

 

In accordance with the proposal of the Shareholders’ Nomination Committee, all current members of the Board of Directors, i.e. Timo Veromaa, Mats Thorén, Frans Wuite, James Phillips, Aki Prihti, and Hilde Furberg were re-elected as members of the Board of Directors.

 

Resolution on the remuneration and election of auditor

 

The Annual General Meeting resolved, in accordance with the proposal by the Board of Directors, that the Auditor be paid reasonable remuneration in accordance with the invoice approved by the Company.

 

The Annual General Meeting resolved, in accordance with the proposal by the Board of Directors, to elect the firm of authorised public accountants PricewaterhouseCoopers Oy as auditor until the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has notified the company that APA Panu Vänskä will act as the responsible auditor.

 

Authorization of the Board of Directors to decide on issuing option rights

 

The Annual General Meeting resolved to authorise the Board of Directors to decide on the issuance of option rights pursuant to Chapter 10 of the Companies Act as follows:

 

A maximum of 200,000 share options and shares may be issued under the authorization, provided however that the number of share options so issued may not together with any option rights granted on the basis of the authorization from the 2021 Annual General Meeting exceed 975,000 option rights in total.

 

Eligibility

 

New employees are eligible for option grants upon joining the Company. Employees will be eligible for an annual option award on a discretionary basis, taking into account overall performance, competitiveness of terms, work responsibility, importance of retention, organization level, and position. The Board of Directors will exercise discretion as to who will receive an equity award in any given year, based on recommendations made by the Remuneration Committee. The Board of Directors intends to grant awards under the plan, on an annual basis. Board members are not eligible to participate.

 

Grant size and exercise price

 

The Remuneration Committee shall recommend to the Board the size of the overall option grant. The grant schedule will be determined, and reviewed, on the basis of market competitiveness of the equity component of the compensation package and the overall size of the available option and share pool approved by shareholders. The exercise price will correspond to 126 per cent. of the volume weighted average share price of the Company’s share during 10 trading days preceding the grant date. However, in no event shall the exercise price be lower than the subscription price of the Company’s share in the Company’s latest share issue against consideration (excluding share subscriptions based on option rights) preceding the option grant date.

 

Employee vesting schedule

 

Granted share options shall vest and become exercisable over a three-year period, with 1/3 on the first anniversary of the grant date, with an annual vesting of 1/3 during the second year after the grant date, and with an annual vesting of 1/3 during the third year after the grant date.

 

The options expire five years after the grant date. In the case of termination of employment, the employee will not vest further share options beyond notice of termination. Unless special circumstances dictate otherwise, the terminated employee can, as a general rule, exercise vested options no later than the expiry of the first exercise period following the notice of termination (unless a later date has been resolved by the Board). Options not exercised prior to the above deadline will lapse.

 

The Board of Directors is authorized to resolve on all other terms for the issuance of the option rights entitling to shares.

 

The authorization does not invalidate any earlier authorizations entitling the Board of Directors to decide on issues of special rights entitling to shares.

 

The authorization is valid until the close of next annual general meeting, however no longer than until 30 June 2023.

 

Authorization of the board of directors to decide on a rights issue

 

The Annual General Meeting resolved to authorise the Board of Directors to decide on the issuance of shares as follows:

 

The shares issued under the authorization may be new shares or treasury shares. Under the authorization, a maximum of 4,831,500 shares may be issued (which corresponds to approximately 40 per cent. of all of the shares issued and outstanding). The shares may be issued in one or more tranches.

 

The shareholders have a pre-emptive right to the new shares in the same proportion as they hold shares in the Company on the record date of the share issue. However, shares not subscribed by shareholders may be offered on a secondary basis for subscription by other shareholders or by other persons. The Board of Directors is entitled to decide to whom the shares that remain unsubscribed will be offered. Subscriptions would be paid in cash.

 

The Board of Directors is authorized to resolve on all other terms and conditions of the share issue.

 

The authorization does not invalidate any earlier authorizations entitling the Board of Directors to decide on share issues or issues of special rights entitling to shares.

 

The authorization is valid until the close of next annual general meeting, however no longer than until 30 June 2023.

 

Decisions of the constitutive meeting of the Board of Directors

 

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

 

The Board of Directors also resolved on the composition of the Board Committees in its constitutive meeting.

 

Aki Prihti was elected as the Chairman, and Mats Thorén and Hilde Furberg were elected as members of the Audit Committee.

 

Timo Veromaa was elected as the Chairman, and Frans Wuite and James Phillips were elected as members of the Remuneration Committee.

 

For more information, please contact:

Julie Silber/Gabriela Urquilla

Tel.: +46 (0)7 93 486 277/+46 (0)72-396 72 19

Email: [email protected]

 

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Certified Advisor: UB Securities Ltd, Finland: +358 9 25 380 225, Sweden: +358 40 5161400

 

Company website: www.herantis.com

 

Herantis Pharma Plc

 

Herantis Pharma Plc is an innovative biotech company developing disease modifying therapies for Parkinson’s Disease. Herantis lead product HER-096, is an advanced small and synthetic chemical peptidomimetic version of the active parent CDNF protein. It combines the compelling mechanism of action of the CDNF protein with the ability to be delivered to the brain via subcutaneous administration.

 

The shares of Herantis are listed on the Nasdaq First North Growth Market Finland and Nasdaq First North Growth Market Sweden. For more information, please visit https://www.herantis.com.