Correction to the notice of Annual General Meeting of Shareholders of Herantis Pharma Plc

Herantis Pharma Plc    Company release         5 April 2022 at 12:50 p.m. EEST

Herantis Pharma Plc released on 29 March 2022 a notice of Annual General Meeting of Shareholders, which will be held on 21 April 2022 at 10.00 a.m. (Eastern European Summer Time). Under item A “Matters on the agenda of the General Meeting of Shareholders” there was an error under item 15 “Authorization of the Board of Directors to decide on a rights issue“. Under the item, the number of shares to be issued under the authorization was incorrectly stated to be a maximum of 4,831,000 shares, as it should have been a maximum of 4,831,500 shares. The error was in both the Finnish and English language notices.

Below is the notice to the Annual General Meeting of Shareholders in its entirety, where item 15 has been corrected.

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 21 April 2022, commencing at 10.00 a.m. (Eastern European Summer Time) at the premises of Krogerus Attorneys Ltd, at the address Fabianinkatu 9, 00130 Helsinki, Finland. Shareholders of the Company and their proxy representatives may participate and exercise their shareholder rights in the meeting only by voting in advance and by submitting counterproposals and asking questions in advance. 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 Board of Directors of the Company has resolved on extraordinary measures pursuant to the temporary legislation that entered into force on 8 May 2021. In order to prevent the spread of the COVID-19 pandemic, the Company has decided to undertake certain actions permitted under the temporary legislation, so that the Annual General Meeting may be organized in a predictable way, taking into account the health and safety of the shareholders, personnel and other stakeholders of the Company.

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

Marko Vuori, attorney-at-law, will act as the chairperson of the General Meeting of Shareholders. If Marko Vuori is not able to act as chairperson due to a weighty reason, the Board of Directors will nominate a person it deems most suitable to act as chairperson.

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

Tom Fagernäs, attorney-at-law, will act as the person to confirm the minutes and supervise the counting of votes. If Tom Fagernäs is unable to act as the person to confirm the minutes and supervise the counting of the votes due to a weighty reason, the Board of Directors will nominate a person it deems most suitable to act as a person to confirm the minutes and 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

Shareholders who have voted in advance within the advance voting period and have the right to attend the General Meeting of Shareholders under Chapter 5, Section 6 and Chapter 5, Section 6a of the Finnish Companies Act shall be deemed shareholders represented at the meeting. The list of votes will be adopted based on information delivered by Euroclear Finland Oy.

6. Presentation of the annual accounts, the report of the board of directors and the auditor’s report for the year 2021

As participation in the General Meeting is possible only in advance, the annual report published on 23 March 2022, which includes the Company’s Annual Accounts, the report of the Board of Directors and the Auditor’s report, is deemed to have been presented to the General Meeting.

7. Adoption of the annual accounts

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 2021 and that the loss for the financial year shall be entered in the compilation of loss.

9. Resolution on the discharge of the members of the board of directors and the CEO from liability for the financial year 2021

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 Chairman of the Board who shall be paid EUR 30,000 annually. The remuneration proposed above remains unchanged from the previous year. However, the Board of Directors will no longer elect a Vice Chairman of the Board from among its members, and thus the previously paid annual remuneration of EUR 24,000 related to the position will no longer be paid.
  • The Chairman 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 Chairman 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.

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 six (6).

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

12. Resolution on the remuneration of 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 auditor

The Board of Directors proposes that the firm of authorized public accountants PricewaterhouseCoopers Oy, which has appointed APA Panu Vänskä 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. Authorization of the board of directors to decide on issuing option rights

The Board of Directors proposes that the Annual General Meeting of Shareholders authorize 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 200,000 share options and shares may be issued under the authorization, provided however that the number of share options so issued may not together with any option rights granted on the basis of the authorization from the 2021 Annual General Meeting exceed 975,000 option rights in total.

The Board of Directors believes that any option rights program created pursuant to the authorization would increase and strengthen the employees’ dedication to the Company’s operations and improve loyalty to the Company and that such program would be beneficial to both the shareholders and 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, organization 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 exercise 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 authorized to resolve on all other terms for the issuance of the option rights entitling to shares.

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

The authorization is valid until the close of next annual general meeting, however no longer than until 30 June 2023.

15. Authorization of the board of directors to decide on a rights issue

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

The shares issued under the authorization may be new shares or treasury shares. Under the authorization, a maximum of 4,831,500 shares may be issued (which corresponds to approximately 40 per cent. of all of the shares issued and outstanding after the contemplated directed issue announced by the Company on 29 March 2022, assuming the directed issue is carried out, and 44 per cent. of all of the shares currently issued and outstanding). The shares may be issued in one or more tranches.

The shareholders have a pre-emptive right to the new shares in the same proportion as they hold shares in the Company on the record date of the share issue. However, shares not subscribed by shareholders may be offered on a secondary basis for subscription by other shareholders or by other persons. The Board of Directors is entitled to decide to whom the shares that remain unsubscribed will be offered. Subscriptions would be paid in cash.

The Board of Directors is authorized to resolve on all other terms and conditions of the share issue.

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

The authorization is valid until the close of next annual general meeting, however no longer than until 30 June 2023.

16. Closing of the meeting

B. Documents of the General Meeting of Shareholders

The proposals of the Board of Directors and of the Shareholders’ Nomination Committee on the agenda of the General Meeting of Shareholders and this notice are available on Herantis Pharma Plc’s website at https://herantis.com/investors/general-meetings/. The 2021 financial statements, report of the Board of Directors, and the Auditor’s report are also available on the abovementioned website. 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 5 May 2022 at the latest.

C. Instructions for the participants in the General Meeting of Shareholders

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 and by submitting counterproposals and asking questions in advance, in accordance with the instructions below.

1. Shareholders registered in the shareholders’ register

Each shareholder being registered on 7 April 2022 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. Shareholders can participate in the meeting and use their shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance, as described below.

2. Registration for the meeting and advance voting

Registration for the meeting and advance voting shall begin on 4 April 2022 at 4.00 p.m. (Eastern European Summer 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 12 April 2022 at 10.00 a.m. (Eastern European Summer 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 4 April 2022 4.00 p.m. (Eastern European Summer Time) until 12 April 2022 10.00 a.m. (Eastern European Summer Time) by the following means:

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 an advance voting form available on the Company’s website (at https://herantis.com/investors/general-meetings/) 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. The advance voting form will be available on the Company’s website no later than on 4 April 2022 at 4.00 p.m. (Eastern European Summer Time).

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.

Instructions relating to the voting may also be found on the Company’s website at https://herantis.com/investors/general-meetings/.

3. 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 to the Company 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.

4. 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 7 April 2022 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 14 April 2022 by 10.00 a.m. (Eastern European Summer Time). As regards nominee registered shares this constitutes due registration for the General 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.

5. Shares registered in Euroclear Sweden AB

A shareholder with shares registered in Euroclear Sweden AB’s Securities System who wishes to attend and vote at the General Meeting must:

  • Be registered in the shareholders’ register maintained by Euroclear Sweden AB no later than on 7 April 2022.
  • Request temporary registration in the shareholders’ register of Herantis Pharma Plc maintained by Euroclear Finland Oy. Such request shall be submitted in writing to Euroclear Sweden AB no later than on 8 April 2022 at 12 noon Central European Summer Time.
  • Further, shareholders, whose shares are registered in Euroclear Sweden AB’s Securities System in the name of a nominee must, 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 registration must be made at the latest by 7 April 2022 and the nominee should therefore be notified well in advance before said date.

This temporary registration made through written request to Euroclear Sweden AB is considered a notice of attendance at the General Meeting of Shareholders. Also 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. The account management organization of the custodian bank must see to the voting in advance on behalf of a shareholder within the registration period applicable to nominee-registered shares. A notice of attendance regarding the meeting without the delivery of votes in advance will not be considered participation in the General Meeting of Shareholders.

6. 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 1 April 2022 at 4.00 p.m. (Eastern European Summer Time). 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 4 April 2022.

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 5 April 2022 at 4.00 p.m. (Eastern European Summer Time) 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 8 April 2022. In order to ask questions or make counterproposals, shareholders are required to provide adequate evidence of their shareholding.

Changes in shareholding after the record date of 7 April 2022 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 11,103,568. The Company does not hold any treasury shares on the date of this notice to the General Meeting of Shareholders.

In Helsinki on 29 March 2022

HERANTIS PHARMA PLC

The Board of Directors

For more information, please contact:

Julie Silber/Gabriela Urquilla

Tel: +46 (0)7 93 486 277/+46 (0)72-396 72 19

Email: ir@herantis.com

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Certified Advisor: UB Securities Ltd, Finland: +358 9 25 380 225, Sweden: +358 40 5161400

Company website: www.herantis.com

About Herantis Pharma Plc

Herantis Pharma Plc is an innovative biotech company developing disease modifying therapies for Parkinson’s Disease. Herantis lead product HER-096, is an advanced small and synthetic chemical peptidomimetic version of the active parent CDNF protein. It combines the compelling mechanism of action of the CDNF protein with the ability to be delivered to the brain via subcutaneous administration.

The shares of Herantis are listed on the Nasdaq First North Growth Market Finland and Nasdaq First North Growth Market Sweden. For more information, please visit https://www.herantis.com.