Articles of Association

For the sake of clarity the board of directors notes that only the Finnish language text is registered in the Trade Register of Finland.

1 § Business name

The business name of the company is Herantis Pharma Oyj, in English Herantis Pharma Plc.

2 § Domicile

The company is domiciled in Helsinki.

3 § Line of business

The line of business of the company shall be research and product development activities relating to biotechnology and medicine as well as production, sale and marketing of products and services relating to biotechnology and medicine in Finland and abroad. The Company may own and posses real property and securities as well as trade with them. The company may conduct its business directly on its own or through subsidiaries or associated companies.

4 § Board of directors

The Board of Directors of the company shall consist of four (4) to eight (8) ordinary members. The term of the Board member shall begin from the Annual General Meeting where he or she has been elected and last until the closing of the following Annual General Meeting. The Board of Directors shall elect a Chairperson and, if it finds it warranted, a Vice-Chairperson from among its members for one term at a time. A deputy member may be elected for each member of the Board of Directors personally.

5 § Annual general meeting

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.

6 § Notice to the general meeting and notice of participation

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.

The Board of Directors may decide that the General Meeting of Shareholders will be held without a meeting venue so that shareholders exercise their decision-making powers during the meeting in full and in real time using a remote connection and technical means (virtual meeting).

The Board of Directors may also decide that participation in the General Meeting is also permitted so that a shareholder exercises their full decision-making powers during the General Meeting using a remote connection and technical means (hybrid meeting).

7 § Representation of the company

The company is represented not only by the board of directors, but also by the chairperson of the board and the managing director, each severally as well as two members of the board jointly. In addition, the board of directors may give a designated person a procuram or a right to represent the company.

8 § Auditor

An authorised auditing firm approved by the Central Chamber of Commerce shall be elected as auditor for the Company. The term of office of the auditor expires at the end of the Annual General Meeting following its election.

9 § Book-entry system

The shares in the company shall be held in the book-entry system.

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