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

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

Herantis Pharma Plc
Company release 9 April 2015 at 5:00 PM

The Annual General Meeting of Shareholders of Herantis Pharma Plc was held in Helsinki on Thursday, 9 April 2015.

1 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 2014 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 2014 and that the loss for the financial year shall be entered in the compilation of loss.

The number of the members of the Board of Directors was confirmed as five (5)  members. Pekka Mattila, James Phillips, Aki Prihti, Timo Veromaa, and Frans Wuite were re-elected as Board members.

The Annual General Meeting resolved that the remuneration payable to the members of the Board of Directors shall be EUR 1,000 per month except for the Chairman of the Board who shall be paid EUR 2,000 monthly. It was further resolved that the board members shall also be eligible to subscribe to stock options of option program 2014 I, according to the rules of which the board members can be given stock options for each full 12 month period as a Board member.

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.

2 Amendment of the Articles of Association

The General Meeting of Shareholders decided that the current paragraph 4 regarding the Board of Directors and paragraph 7 regarding the book-entry system of the Articles of Association will be amended as follows:

“4 § The board of directors of the company shall consist of four (4) to six (6) ordinary members. The term of office of the members of the board of directors shall continue for the time being. A deputy member may be elected for each member of the board of directors personally.”

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“7 § The shares in the company are held in the book-entry system.”

In addition, the General Meeting of Shareholders decided that a new paragraph 5 regarding the General Meeting of Shareholders and paragraph 6 regarding the notice to the General Meeting of Shareholders and the advance registration will be added to the Articles of Association with the following content and the numbering of the Articles of Association will be changed to sequential:

“5 § The Annual General Meeting of Shareholders shall be held annually within six months of the end of the financial period on a date set by the Board of Directors in the domicile of the Company.

At the Annual General Meeting of Shareholders, the following shall be decided on:

  • the adoption of the financial statements and, if the Company is a parent company, also the adoption of the consolidated financial statements;
  • the use of the profit shown on the balance sheet;
  • the discharge of the members of the Board of Directors and the possible CEO from liability;
  • the number of members of the Board of Directors and possible deputy members of the Board of Directors, if necessary;
  • the remuneration of the members of the Board of Directors and the auditors and reimbursement of travel expenses;

the following shall be appointed:

  • the members of the Board of Directors and possible deputy members of the Board of Directors, if necessary;
  • the auditor;

the following shall be dealt with:

  • any other issues referred to in the notice to the General Meeting of Shareholders.”

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“6 § The notice to the General Meeting of Shareholders shall be delivered to each shareholder to the address or email address notified to the Company by the shareholder, published on the Company’s website, or published in a newspaper determined by the Board of Directors, at the earliest, three (3) months before the meeting and however no later than nine (9) days before the record date for the General Meeting of Shareholders.

In order to attend the General Meeting of Shareholders the shareholder shall give advance notice of participation to the Company no later than the stated date in the notice to the General Meeting of Shareholders, which may at earliest be ten (10) days before the meeting.”

3 Authorisation of the Board of Directors to decide on share issue as well as option rights and other special rights entitling to shares

The General Meeting of Shareholders authorised, in order to ensure the capital structure and working capital needs of the Company and if needed, to be used in connection with the Company’s incentive program, the Board of Directors to decide on share issue as well as issue of option rights and other special rights entitling to shares, pursuant to Chapter 10 of the Companies Act as follows:

The shares issued under the authorisation are new shares of the Company. Under the authorisation, a maximum of 400,000 shares, which corresponds to slightly less than 10 percent of all of the shares in the Company, can be issued. The shares or other special rights entitling to shares can be issued in one or more tranches.

Under the authorisation, the Board of Directors may resolve upon issuing new shares to the Company itself. However, the Company, together with its subsidiaries, cannot at any time own more than 10 percent of all its registered shares.

The Board of Directors is authorised to resolve on all terms for the share issue and granting of the special rights entitling to shares. The Board of Directors is authorised to resolve on a directed share issue and issue of the special rights entitling to shares in deviation from the shareholders’ pre-emptive right, provided that there is a weighty financial reason for the Company to do so.

The proposed authorisation invalidates the authorisation resolved on 29 April 2014 at the General Meeting of Shareholders and registered on 1 May 2014 on the basis of which the Board of Directors is entitled to decide on a share issue of maximum 3,000,000 shares. The here proposed authorisation however, do not invalidate the authorisation resolved on 29 April 2014 at the General Meeting of Shareholders and registered on 1 May 2014, which has been given for a specific purpose and on the basis of which the Board of Directors has been entitled to decide on a share issue of maximum 32,311 shares or the authorisation resolved on 29 April 2014 at the General Meeting of Shareholders and registered on 13 May 2014 with regards to the issue of option rights.

The authorisation is valid for five (5) years from the decision of the General Meeting of Shareholders.

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 Capital Oy, telephone: +358 9 2538 0225

About Herantis Pharma Plc

Herantis Pharma Plc is a pharmaceutical company specialised in new drug research and development. The company focuses on diseases with an unmet clinical need. These diseases include for example dry eye syndrome, Parkinson’s disease, and secondary lymphedema. We believe our drugs are the first or best in their class and have the potential to change treatment strategies of diseases. The shares of Herantis Pharma Plc are listed on the First North Finland marketplace run by NASDAQ Helsinki stock exchange.