Annual General Meeting 15 April 2021

 

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

Proposals of the Shareholder’s Nomination Committee to Herantis Pharma Plc’s Annual General Meeting 2021

Herantis Pharma Plc’s Annual Report 2020

In order to prevent the spread of the COVID-19 pandemic, the meeting will be organized so that the shareholders are not allowed to be present at the meeting venue. Shareholders cannot participate in the meeting through real-time telecommunications or technical means either. Shareholders can participate in the meeting and use their shareholder rights only by voting in advance in accordance with the instructions below.

LINK TO EUROCLEAR FINLAND ADVANCE VOTING

LINK TO EUROCLEAR SWEDEN ADVANCE VOTING

Important dates

  • Tuesday, 23 March 2021: Notice to the AGM published
  • Monday, 29 March 2021: Last day for shareholders holding at least 1% of all the shares in Herantis Pharma to present counterproposals
  • Tuesday, 30 March 2021 – Wednesday,7 April 2021: Registration and advance voting open for Euroclear Sweden shareholders *
  • Tuesday, 30 March 2021 4.00 p.m. (EET) – Thursday, 8 April 2021 10.00 a.m. (EET): Registration and advance voting open for Euroclear Finland shareholders *
  • Thursday, 1 April 2021: Last day for shareholders to submit questions
  • Thursday, 1 April 2021: AGM record date

*Please note: A holder of nominee-registered shares is advised to request, without delay, the necessary instructions regarding the registration in the shareholders’ register of the Company and registration for the Annual General Meeting from his/her custodian bank. Further details can be found in the AGM Notice.

Instructions for the participants in the Annual General Meeting

  1. Shareholders registered in the shareholders’ register

Each shareholder being registered on 1 April 2021 in the shareholders’ register of the Company held by Euroclear Finland Oy has the right to participate in the General Meeting of Shareholders. A shareholder whose shares are registered on his/her personal book-entry account, is registered in the shareholders’ register of the Company. A shareholder may participate in the General Meeting of Shareholders only by voting in advance as described below.

  1. Registration for the meeting and advance voting

Registration for the meeting and advance voting shall begin on 30 March 2021 at 4.00 p.m. (Eastern European Time) following the deadline for submitting counterproposals. A shareholder registered in the shareholders’ register of the Company, who wishes to participate in the General Meeting of Shareholders by voting in advance, must register for the meeting and vote in advance no later than by 8 April 2021 at 10.00 a.m. (Eastern European Time), by which time the registration and votes need to be received.

In connection with registering for the meeting, certain personal details requested must be provided, such as the name, personal identification number or business ID, address and telephone number of the shareholder. Personal information given by the shareholders to Euroclear Finland Oy or to the Company will be used solely in the context of the General Meeting of Shareholders and the processing of related registrations.

Shareholders who have a Finnish book-entry account, may register and vote in advance on certain items on the agenda of the General Meeting from 30 March 2021 4.00 p.m. (Eastern European Time) until 8 April 2021 10.00 a.m. (Eastern European Time) by the following means:

  • Through the following link

LINK TO EUROCLEAR FINLAND ADVANCE VOTING

The book-entry account number of the shareholder is needed for voting in advance electronically. Other instructions relating to the advance voting may be found on the Company’s website.

  • by e-mail or mail

A shareholder may deliver the advance voting form available below to Euroclear Finland Oy by e-mail to yhtiokokous@euroclear.eu or by regular mail using the following address: Euroclear Finland Oy, Yhtiökokous / Herantis Pharma Plc, P.O. Box 1110, FI-00101 Helsinki, Finland.

EUROCLEAR FINLAND ADVANCE VOTING FORM IN ENGLISH

If the shareholder participates in the meeting by sending the votes in advance to Euroclear Finland Oy, the delivery of the votes before the deadline for registering and advance voting constitutes registration for the General Meeting of Shareholders, as long as the information required for registering for the meeting as described above is also provided therein.

  1. Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting of Shareholders through a proxy representative. The proxy representative of a shareholder may also only participate by voting in advance in the manner instructed above. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. Should a shareholder participate in the Annual General Meeting of Shareholders by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.

Proxy documents should be delivered by mail addressed Euroclear Finland Oy, Yhtiökokous / Herantis Pharma Plc, P.O. Box 1110, FI-00101 Helsinki or by e-mail to yhtiokokous@euroclear.eu before the last date for registration and the end of advance voting, by which time the proxy documents must be received. Delivering a proxy document prior to the end of the registration period constitutes due registration for the general meeting, provided that the above information required for registration is provided.

  1. 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 1 April 2021 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 registered into the temporary shareholders’ register held by Euroclear Finland Oy, at the latest on 12 April 2021 by 10.00 a.m. (Eastern European Time). As regards nominee registered shares this constitutes due registration for the General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.

A holder of nominee-registered shares is advised to request, without delay, the necessary instructions regarding the registration in the shareholders’ register of the Company, the issuing of a letter of proxy and registration for the General Meeting of Shareholders from his/her custodian bank. The account management organization of the custodian bank shall register a holder of nominee registered shares into the temporary shareholders’ register of the Company at the latest by the time stated above, and to see to the advance voting on behalf of the holder of nominee registered shares.

  1. Shares registered in Euroclear Sweden AB

A shareholder with shares registered in Euroclear Sweden AB’s Securities System who wishes to register for the Annual General Meeting of Shareholders and vote in advance must be registered in the shareholders’ register maintained by Euroclear Sweden AB no later than on 1 April 2021.

Shareholders, whose shares are registered in the name of a nominee must, in order to be eligible to request a temporary registration in the shareholders’ register of Herantis Pharma Plc maintained by Euroclear Finland Oy, request that their shares are re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB, and procure that the nominee sends the above-mentioned request for temporary registration to Euroclear Sweden AB on their behalf. Such re-registration must be made at the latest by 7 April 2021 and the nominee should therefore be notified well in advance before said date.

Shareholders, whose shares are registered in the shareholders’ register maintained by Euroclear Sweden AB may only participate in the meeting and exercise their rights as shareholders through voting in advance.

Shareholders with a Swedish book-entry account can register and vote in advance on certain matters on the agenda during the period 30 March 2021 – 7 April 2021 in the following manners:

  • shareholders who are natural persons, through the following link:

LINK TO EUROCLEAR SWEDEN ADVANCE VOTING

The electronic voting in advance requires secured strong electronic authentication and the shareholder may register and vote by logging in with his/her Swedish online banking codes or a mobile certificate.

Shareholders who are legal persons shall proceed as set out in b) below and deliver the advance voting form to Euroclear Sweden AB by e-mail or regular mail.

  • by e-mail or mail

A shareholder may deliver the advance voting form available below to Euroclear Sweden AB by e-mail to GeneralMeetingService@euroclear.com or by regular mail using the following address: “Herantis Pharma Plc” “AGM 2021”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden.

EUROCLEAR SWEDEN ADVANCE VOTING FORM IN ENGLISH

A representative of the shareholder must in connection with delivering the voting form produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting of Shareholders.

If a shareholder participates in the meeting by delivering votes in advance to Euroclear Sweden AB, the delivery of the votes shall constitute due registration for the Annual General Meeting of Shareholders.

  1. Other instructions and information

Shareholders who hold at least one hundredth of all the shares in the Company have a right to make a counterproposal on the items on the agenda of the General Meeting of Shareholders, to be placed for a vote. Such counterproposals are required to be sent to the Company by e-mail to agm@herantis.com no later than by 29 March 2021. In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. The counterproposal will be placed for a vote subject to the shareholder having the right to participate in the General Meeting of Shareholders and that the shareholder holds at least one hundredth of all shares in the Company on the record date of the General Meeting of Shareholders. Should the counterproposal not be placed for a vote at the meeting, advance votes in favor of the proposal will not be taken into account. The Company will publish the counterproposals, if any, that may be voted on its website https://herantis.com/investors/general-meetings/ no later than by 30 March 2021.

A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the meeting until 1 April 2021 by e-mail to agm@herantis.com. Such questions from shareholders, the Company’s management’s answers to them, and any counterproposals that have not been placed for a vote will be made available on the Company’s website at https://herantis.com/investors/general-meetings/ no later than by 6 April 2021. In order to ask questions or make counterproposals, shareholders are required to provide adequate evidence of their shareholding.

Documents

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

Proposals of the Shareholder’s Nomination Committee to Herantis Pharma Plc’s Annual General Meeting 2021

Hilde Furberg Board Nomination Bio

Herantis Pharma Plc’s Annual Report 2020

Advance voting form Euroclear Finland (in English)

Advance voting form Euroclear Sweden (in English)

 

General Meeting Releases