Notice to Convene Herantis Pharma Plc’s Annual General Meeting of Shareholders April 24, 2024

Notice to Convene Herantis Pharma Plc’s Annual General Meeting of Shareholders

Notice is given to the shareholders of Herantis Pharma Plc to the Annual General Meeting of the Company to be held on Wednesday 24 April 2024, commencing at 10.00 a.m. (Eastern European Summer Time) at the 10th floor / Inderes, Itämerentori 2, Helsinki, Finland. Reception of those registered for the meeting starts at 9.30 a.m. at the meeting venue. Instructions to the shareholders can be found below in this notice in section C “Instructions for the participants in the General Meeting of Shareholders”.

The Annual General Meeting will be held as a hybrid meeting in accordance with Chapter 5, Section 16, Subsection 2 of the Finnish Companies Act. As an alternative to participating in the General Meeting at the meeting venue, shareholders can fully exercise their rights during the meeting also via remote connection. Instructions for remote participation are presented in this notice under section C “Instructions for the participants in the General Meeting of Shareholders”.

Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are presented in this notice under section C “Instructions for the participants in the General Meeting of Shareholders”.

Shareholders can ask questions referred to in Chapter 5, Section 25 of the Finnish Companies Act about the matters to be discussed at the meeting, also in writing before the meeting. Instructions for submitting written questions are presented in this notice under section C “Instructions for the participants in the General Meeting of Shareholders”.

A Matters on the agenda of the General Meeting of Shareholders

At the General Meeting of Shareholders, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of person to scrutinise the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2023

CEO’s Company presentation.

The Financial Statements, the Report of the Board of Directors and the Auditor’s Report are available at Herantis Pharma Plc’s website at www.herantis.com as from 27 March 2024 at the latest.

7. Adoption of the Financial Statements

8. Profit / Loss for the financial year

The Board of Directors proposes to the Annual General Meeting of Shareholders that no dividend be paid for the financial year 1 January – 31 December 2023 and that the profit for the financial year shall be recorded to the profit and loss account.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 2023

10. Resolution on the remuneration of the members of the Board of Directors and reimbursement of travel expenses

The Shareholders’ Nomination Committee proposes to the Annual General Meeting of Shareholders 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 Chair of the Board who shall be paid EUR 36,000 annually.
• The Chair 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 Chair 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.

The proposed remuneration is the same as last year.

11. Resolution on the number of the members and election of the members of the Board of Directors

The Shareholders’ Nomination Committee proposes to the Annual General Meeting of Shareholders that the number of members of the Board of Directors shall be five (5).

The Shareholders’ Nomination Committee further proposes that all current members of the Board of Directors, i.e., Timo Veromaa, Mats Thorén, Frans Wuite, Aki Prihti, and Hilde Furberg shall be re-elected as members of the Board of Directors.

12. Resolution on the remuneration of the Auditor

The Board of Directors proposes that the Auditor be paid reasonable remuneration in accordance with the invoice approved by the Company.

13. Election of the Auditor

The Board of Directors proposes that the firm of authorised public accountants PricewaterhouseCoopers Oy, which has appointed APA Jonna Fabian as responsible auditor, to be appointed as Auditor to serve for a term ending at the end of the next Annual General Meeting of Shareholders. The Auditor proposed herein has given its consent for the election.

14. Authorisation of the Board of Directors to decide on issuing shares

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

The shares issued under the authorisation may be new shares or treasury shares. Under the authorisation, a maximum of 6,048,000 shares may be issued which corresponds to approximately 30 per cent of all the shares issued by the Company. The shares may be issued in one or more tranches.

The Board of Directors is authorised to resolve on all other terms and conditions of the share issue. The share issue may be directed, i.e., deviate from the pre-emptive subscription right of shareholders, provided that there is a weighty financial reason thereto.

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

The authorisation is valid until the close of next Annual General Meeting, however no longer than until 30 June 2025.

15. Authorisation of the Board of Directors to decide on issuing option rights

The Board of Directors proposes that the Annual General Meeting of Shareholders 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 400,000 share options and shares may be issued under the authorisation which corresponds to approximately two (2) per cent of all the shares issued by the Company. Option rights and other special rights entitling to shares may be issued in one or more tranches.

Objective

The objective of the authorisation is to ensure that the employee option incentive program of the Company is aligned with international industry practices and thereby enables the Board to commit the existing and potential new key personnel into long-term value creation of the Company.

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, organisation 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 subscription 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 authorised to resolve on all terms for the issuance of special rights entitling to shares. The granting of special rights entitling to shares may be directed, i.e. deviate from the pre-emptive subscription right of shareholders, provided that there is a weighty financial reason thereto.

The proposed authorisation does not invalidate any earlier authorisations entitling the Board of Directors to decide on issues of special rights entitling to shares.

The authorisation is valid until the close of next Annual General Meeting, however no longer than until 30 June 2025.

16. Closing of the meeting

B Documents of the General Meeting of Shareholders

This notice of meeting, containing all the proposals of the Board of Directors and of the Shareholders’ Nomination Committee on the agenda of the General Meeting, is available on Herantis Pharma Plc’s website at https://herantis.com/investors/general-meetings/. The 2023 Financial Statements, Report of the Board of Directors, and the Auditor’s Report are also available on the abovementioned website. The proposed resolutions and other documents mentioned above will also be available for inspection at the General Meeting. A copy of the Annual Report will be sent to shareholders upon request.

The minutes of the meeting will be available on the abovementioned website as from 8 May 2024 at latest.

C Instructions for the participants in the General Meeting of Shareholders

1. Shareholders registered in the shareholders’ register

Each shareholder being registered on the record date of the General Meeting of Shareholders 12 April 2024 in the shareholders’ register of the Company held by Euroclear Finland Oy has the right to participate in the General Meeting. A shareholder whose shares are registered on his/her personal book-entry account, is registered in the shareholders’ register of the Company.

Registration to the General Meeting of Shareholders and advance voting commences on 4 April 2024 at 10.00 a.m. (Eastern European Summer Time). A shareholder, who wants to participate in the General Meeting of Shareholders, must register for the meeting no later than 17 April 2024 at 4.00 p.m. (Eastern European Summer Time) by giving a prior notice of participation. Such notice can be given:

(a) by e-mail by submitting the registration form available on the Company’s website at https://herantis.com/investors/general-meetings/ no later than 4 April 2024 at 10.00 a.m. (Eastern European Summer Time) or corresponding information to agm@innovatics.fi;

(b) by regular mail, by sending the registration form available on the Company’s website at https://herantis.com/investors/general-meetings/ no later than on 4 April 2024 at 10.00 a.m. (Eastern European Summer Time) or corresponding information to the address Innovatics Ltd, General Meeting / Herantis Pharma Plc, Ratamestarinkatu 13 A, FI-00520, Helsinki, Finland; or

(c) via the Company’s website at https://herantis.com/investors/general-meetings/. Electronic registration requires strong identification of the shareholder or their legal representative or proxy with a bank ID or mobile certificate.

When registering, the shareholder must provide the requested information, such as the shareholder’s name, date of birth or business ID, telephone number and email address as well as the name and date of birth of a possible assistant or proxy representative. In addition, the shareholder shall inform whether the shareholder or its representative will participate in the AGM at the meeting place or via a remote connection. The personal data given to Herantis Pharma Plc is used only in connection with the General Meeting of Shareholders and with the processing of related registrations.

The shareholder and his/her representative or proxy must be able to prove their identity and/or right of representation at the meeting place, if necessary.

Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Ltd at +358 10 2818 909 on weekdays from 9.00 a.m. to 12.00 p.m. and from 1.00 p.m. to 4.00 p.m (Eastern European Summer Time).

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she would on the record date of the General Meeting, i.e., on 12 April 2024 be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by 19 April 2024 by 10.00 a.m. (Eastern European Summer Time). As regards nominee registered shares this constitutes due registration for the General Meeting. Changes in the ownership of shares after the record date of the General Meeting do not affect the right to participate in the AGM nor the number of votes of the shareholder.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and voting instructions, registration for the General Meeting of Shareholders as well as remote participation and advance voting from his/her custodian bank. The account management organisation of the custodian bank shall temporarily register a holder of nominee registered shares, who wishes to participate in the Annual General Meeting, into the shareholders’ register of the Company at the latest by the time stated above, and if necessary, see to advance voting on behalf of the nominee registered shareholder prior to the end of the registration period for nominee registered shareholders.

3. Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting of Shareholders and exercise his/her rights at the meeting by way of proxy representation. A proxy representative may also vote in advance as described in this notice, if they wish to do so. A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting of Shareholders. A template proxy document and voting instructions will be made available at the Company’s website at https://herantis.com/investors/general-meetings/ as of the beginning of the registration and advance voting period at the latest.

When a shareholder participates in the General Meeting of Shareholders by means of several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting of Shareholders.

Proxy documents should be delivered preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Ltd, General Meeting / Herantis Pharma Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi before the last date for registration, by which time the proxy documents must be received. Delivering a proxy document to the Company prior to the end of the registration period constitutes due registration for the General Meeting, provided that the abovementioned information required for registration is provided.

You can prove your right to representation by using the suomi.fi e-Authorizations service available in the electronic registration service.

4. Remote participation in the meeting

A shareholder who has the right to participate in the General Meeting can participate in the meeting and use his/her rights in full during the meeting not only by participating in the AGM at the meeting venue but also via remote connection.

The shareholder’s or proxy’s notification of participation in the AGM via remote connection is binding, and the shareholder or proxy does not have the right to change the method of participation or participate in the meeting at the meeting place after the registration period has expired. However, the shareholder’s representative’s notification of participation via remote connection does not limit the right of the shareholder’s other representatives to participate in the meeting at the meeting place.

A shareholder or proxy who has registered to participate in the AGM at the meeting venue can change their participation to remote participation. There is no need to separately inform the Company about this. Remote participation takes place via the remote participation link sent to the phone number and/or email address provided when registering for the AGM.

The remote connection to the AGM is provided through Inderes Plc’s virtual general meeting service on the Videosync platform, which includes a video and audio connection to the General Meeting. Using the remote connection does not require paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound reproduction and a microphone for asking oral questions or speaking turns. To participate, it is recommended to use the latest versions of the most common browser programs in use.

The participation link and password for remote participation will be sent by email and/or text message to the email address and/or mobile phone number provided during registration to all those shareholders registered for the General Meeting no later than on the day before the meeting. Therefore, even shareholders who have registered to participate physically in the AGM can, if they wish, participate in the AGM remotely using a telecommunications connection. It is recommended to log into the meeting system well in advance of the meeting’s start time.

For more information on the general meeting service, additional instructions for proxies representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions can be found here: https://vagm.fi/support. The link to test the compatibility of a computer, smartphone or tablet and the network connection can be found at https://demo.videosync.fi/agm-compatibility?language=en. It is recommended that you familiarise yourself with the more detailed participation instructions before the start of the AGM.

5. Advance voting

Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during the time period from 4 April 2024 at 10.00 a.m. (Eastern European Summer Time) to 17 April 2024 at 4.00 p.m. (Eastern European Summer Time) in the following ways:

(a) by email, by sending the registration and advance voting form available on the Company’s website at https://herantis.com/investors/general-meetings/ no later than on 4 April 2024 at 10.00 a.m. (Eastern European Summer Time) or corresponding information to agm@innovatics.fi;

(b) by mail, by sending the registration and advance voting form available on the Company’s website at https://herantis.com/investors/general-meetings/ no later than on 4 April 2024 at 10.00 a.m. (Eastern European Summer Time) or corresponding information to the address Innovatics Ltd, General Meeting / Herantis Pharma Plc, Ratamestarinkatu 13 A, FI-00520, Helsinki, Finland; or

(c) via the Company’s website at https://herantis.com/investors/general-meetings/. Login to the service is done in the same way as for registration, as described in section C.1 of this notice.

A shareholder’s advance votes must be received by the Company by the time advance voting ends. Sending in a duly populated advance voting form as set out above will be deemed to constitute both registration for the General Meeting and voting in advance, provided that the abovementioned information required for registration is provided.

Unless shareholders voting in advance are present at the meeting in person or by remote connection or by way of proxy representation, they will not be able to use their rights under the Finnish Companies Act to request a vote or present questions at the General Meeting, and if decision proposals have changed after the beginning of the advance voting period, their possibility to vote on a such item may be restricted.

The account management organisation of the custodian bank shall see to advance voting on behalf of nominee registered shareholders. The account management organisation may vote in advance on behalf of the nominee registered shareholders it represents in accordance with these voting instructions during the registration period for nominee registered shareholders.

An agenda item subject to advance voting is considered to have been presented at the General Meeting unchanged. The advance voting form will be available on the Company’s website at https://herantis.com/investors/general-meetings/ as of the beginning of the advance voting period at the latest.

6. Other instructions and information

The language of the General Meeting is Finnish.

A shareholder who is present at the General Meeting has the right to present questions referred to in Chapter 5, Section 25 of the Finnish Companies Act with respect to the matters to be considered at the meeting.

Shareholders may also present questions referred to in Chapter 5, Section 25 of the Finnish Companies Act with respect to the matters to be considered at the meeting until 17 April 2024 also by email to agm@herantis.com or by mail to the address Herantis Pharma Plc, “Annual General Meeting”, Bertel Jungin aukio 1, FI-02600 Espoo, Finland. The Company’s management will respond to such questions presented in advance in writing at the General Meeting. A shareholder shall present adequate proof of their shareholding in connection with presenting questions.

Changes in shareholding after the record date of 12 April 2024 do not affect the right to participate in the meeting or the number of voting rights held in the meeting.

On the date of this notice to the General Meeting of Shareholders the total number of shares and votes in Herantis Pharma Plc is 20,160,733. The Company does not hold any treasury shares on the date of this notice to the General Meeting of Shareholders.

In Helsinki 3 April 2024

HERANTIS PHARMA PLC

The Board of Directors

For more information, please contact:

Tone Kvåle, CFO
Tel: +47 915 19576
Email: ir@herantis.com

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Certified Advisor: UB Corporate Finance Ltd, Finland: +358 9 25 380 225

About Herantis Pharma Plc

Herantis Pharma Plc is a clinical-stage biotechnology company developing disease modifying therapies for Parkinson’s disease. Herantis’ lead product HER-096, is an advanced small synthetic chemical peptidomimetic molecule developed based on the active site of the CDNF protein. It combines the compelling mechanism of action of CDNF with the convenience of subcutaneous administration. The Phase 1a clinical trial demonstrated a good safety and tolerability profile, and efficient blood-brain barrier penetration of subcutaneously administered HER-096 in humans. The shares of Herantis are listed on the Nasdaq First North Growth Market Finland.

Company website: www.herantis.com