Resolutions of Nanoform Finland Plc's Annual General Meeting on April 12, 2023
Company release
Nanoform Finland Plc
April 12, 2023
14:00 Finnish time / 13:00 Swedish time
Resolutions of Nanoform Finland Plc's Annual General Meeting on April 12, 2023
Nanoform Finland Plc (the “Company” or “Nanoform“) held its Annual General Meeting for 2023 on April 12, 2023 at the Company's head office in Helsinki, Finland. 44 shareholders representing 45 306 422 shares and votes were represented at the meeting (57.79% of all outstanding shares and votes). The Annual General Meeting supported all the Board of Directors' proposals.
The Annual General Meeting approved the financial statements and discharged the Board of Directors and the CEO of the Company from liability for the financial year 2022. The Meeting decided that no dividend will be paid for the financial year that ended on December 31, 2022 and authorized the Board of Directors to repurchase the Company's own shares. The Meeting also approved the proposals of the Board of Directors regarding the members of the Board of Directors and their remuneration.
FINANCIAL STATEMENTS
The Annual General Meeting approved the financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial year 2022.
DIVIDEND
The Annual General Meeting decided that no dividend will be paid for the financial year that ended December 31, 2022.
BOARD OF DIRECTORS
The Annual General Meeting confirmed the number of members of the Board of Directors to be four (4) and re-elected the current Board of Directors: Miguel Calado (chairperson), Mads Laustsen (ordinary member), Jeanne Thoma (ordinary member), and Albert Hæggström (ordinary member).
The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that the monthly remuneration payable to the members of the Board of Directors elected at the Annual General Meeting for the term until the end of the Annual General Meeting in 2024 be as follows:
- EUR 8,000 per month for the Chairman of the Board of Directors;
- EUR 5,000 per month for the other members of the Board of Directors;
- EUR 2,500 per month for the Chairman of the Audit and Compensation Committee; and
- EUR 1,500 per month for the other members of the Audit and Compensation Committee.
The Annual General Meeting resolved further that the remuneration will be paid in four (4) instalments during the term, each instalment after the publication of the respective interim report for the periods 1 January 2023 – 31 March 2023, 1 April 2023 – 30 June 2023, 1 July 2023 – 30 September 2023, 1 October 2023 – 31 December 2023. Each board member has undertaken to use approximately 50% of the aforementioned remuneration to purchase shares in the company within two weeks from the publication of the aforementioned interim reports, or as soon as possible in accordance with applicable legislation. The Annual General Meeting also resolved that the travel expenses of the members of the Board of Directors are compensated in accordance with the Company’s travel rules.
AUDITOR
The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that PricewaterhouseCoopers Oy will continue as the auditor of the Company, with Tomi Moisio as the auditor in charge. The auditor’s fee will be paid in accordance with a reasonable invoice approved by the Company.
AUTHORISING THE BOARD OF DIRECTORS TO RESOLVE UPON THE REPURCHASE OF THE COMPANY´S OWN SHARES
The Annual General Meeting resolved that the Board of Directors be authorised to decide on the repurchase of the Company’s own shares as follows:
The amount of shares to be repurchased shall not exceed 7,700,000 shares, which corresponds to approximately 9.8 % of all shares in the Company. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). Own shares can be repurchased using the unrestricted equity of the Company at a price formed in public trading on the date of the repurchase or otherwise at a price determined by the markets. The repurchased shares may be held for reissue, cancelled or transferred further. The Board of Directors decides on all other matters related to the repurchase of own shares. The authorisation is effective until the beginning of the next Annual General Meeting.
The minutes of the Annual General Meeting will be available on the website of Nanoform Finland Plc as of April 26, 2023, at the latest.
For further information, please contact:
Peter Hänninen, General Counsel
+358 50 353 0408
For investor relations queries, please contact:
Henri von Haartman, Director of Investor Relations
+46 7686 650 11
About Nanoform
Nanoform is an innovative nanoparticle medicine enabling company. Nanoform works together with pharma and biotech partners globally to provide hope for patients in developing new and improved medicines utilizing Nanoform’s platform technologies. The company focuses on reducing clinical attrition and on enhancing drug molecules’ performance through its nanoforming technologies and formulation services. Nanoform’s capabilities include GMP manufacturing, and its services span the small to large molecule development space with a focus on solving key issues in drug solubility and bioavailability and on enabling novel drug delivery applications. Nanoform’s shares are listed on the Premier-segment of Nasdaq First North Growth Market in Helsinki (ticker: NANOFH) and Stockholm (ticker: NANOFS). Certified Adviser: Danske Bank A/S, Finland Branch, +358 40 744 1900. For more information, please visit http://www.nanoform.com
