Last checked at 18 May 2020 16:00
Faron Pharmaceuticals Oy
("Faron" or the "Company")
Results of the Annual General Meeting and Decisions of the Board of Directors
Company announcement, 18 May 2020 at 6 pm (EEST)
TURKU, FINLAND - The annual general meeting ("AGM") of Faron Pharmaceuticals Oy (AIM: FARN, First North: FARON) took place in Turku, Finland today, 18 May 2020. The AGM approved all the proposals of the board of directors ("Board") and its committees set out in the notice of the AGM published on 14 April 2020.
Due to the current COVID-19 situation, strict precautionary measures were taken to ensure safety at the AGM while at the same time ensuring the shareholders' possibility to exercise their rights. The number of persons physically present at the AGM was in total ten, including participating shareholders, representatives from the Company, the chairperson and the secretary of the meeting, as well as technical staff.
Decisions of the AGM
The AGM adopted the financial statements of the Company and resolved to discharge the members of the Board and the CEO of the Company from liability for the financial year 2019. No dividend for the financial year 2019 will be paid, and the losses of the Company for the financial year, amounting to EUR 13,261,911.93 (IFRS), will be carried forward to the reserve for invested unrestricted equity.
Composition and remuneration of the Board
The number of members of the Board was confirmed as six. Frank Armstrong, Markku Jalkanen, Matti Manner, Leopoldo Zambeletti, Gregory Brown and John Poulos were re-elected to the Board for a term that ends at the end of the next AGM.
The AGM resolved that an annual remuneration of EUR 35,000 will be paid to the Board members, in addition to which an annual remuneration of EUR 35,000 will be paid to the Chair of the Board. In addition, a further annual remuneration of EUR 11,000 will be paid to the Chair of the Audit Committee, a further annual remuneration of EUR 9,000 will be paid to the Chair of the Remuneration Committee and a further annual remuneration of EUR 6,000 will be paid to the Chair of the Nomination Committee. In addition, a further annual remuneration of EUR 6,000 will be paid to the Audit Committee members, a further annual remuneration of EUR 5,000 will be paid to the Remuneration Committee members and a further annual remuneration of EUR 3,000 will be paid to the Nomination Committee members.
Meeting fees will be paid to the Board members as follows:
· A meeting fee of EUR 1,000 will be paid to Board members per Board meeting where the Board member was physically present, and which was held on another continent than the member's place of residence.
· No meeting fees will be paid to Board members who were attending a Board meeting but not physically present or for Board meetings held on the same continent than the member's place of residence.
In addition, all reasonable and properly documented expenses incurred in the performance of duties of the members of the Board will be compensated. No remuneration will be paid based on the Board membership of the CEO of the Company or a person serving the Company under a full-time employment or service agreement.
Auditor
Audit firm PricewaterhouseCoopers Oy ("PwC") was re-elected as the Company's auditor. PwC has appointed Panu Vänskä, authorised public accountant (KHT), as the key audit partner. It was decided that the auditor be remunerated in accordance with the invoice presented.
Amendment of option programmes
The AGM resolved to amend the terms and conditions of the option programme adopted by the Company's extraordinary general meeting on 15 September 2015, which have later been amended by the decision of the annual general meeting held on 16 May 2017 (the "Option Plan 2015") so that the options may be transferred or pledged after the conditions for share subscription have been fulfilled under the terms and conditions of the Option Plan 2015.
The AGM further resolved to approve implementing a change corresponding the aforementioned in the rules of the option plan for the employees and directors of, and persons providing services to, the Company's group adopted by the Board based on the authorisation granted by the Company's annual general meeting on 28 May 2019 (the "Share Option Plan 2019") so that the options may be transferred or pledged after the conditions for share subscription have been fulfilled.
Authorisation to the Board to decide on the issuance of shares, options or other special rights entitling to shares
The Board was authorised to resolve by one or several decisions on issuances of shares, options or other special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act, which authorisation contains the right to issue new shares or dispose of the shares in the possession of the Company. The authorisation consists of up to 8,650,000 shares in the aggregate (including shares to be received based on options or other special rights), which corresponds to approximately 18.5% of the existing shares and votes in the Company on the date of the AGM.
The authorisation does not exclude the Board's right to decide on the issuance of shares, options or other special rights entitling to shares in deviation from the shareholders' pre-emptive rights. The authorisation can be used for material arrangements from the Company's point of view, such as financing or implementing business arrangements, investments or for other such purposes determined by the Board in which case a weighty financial reason for issuing shares, options or other special rights entitling to shares, and possibly deviating from the shareholders' pre-emptive rights, exists.
The Board was authorised to resolve on all other terms and conditions of the issuance of shares, options or other special rights entitling to shares. The authorisation will be effective until 30 June 2021 and will not replace the authorisation related to the Share Option Plan 2019.
Decisions of the Board
At the meeting of the Board held following the AGM, Frank Armstrong was re-elected Chair of the Board and Matti Manner was re-elected Vice-Chair of the Board.
In addition, the Board elected the Chairs and other members to the Board committees from among its members as follows:
· Leopoldo Zambeletti was elected the Chair of the Audit Committee and Matti Manner and Gregory Brown were elected as the other members of the Audit Committee.
· Matti Manner was elected the Chair of the Nomination Committee and Frank Armstrong was elected as the other member of the Nomination Committee.
· Frank Armstrong was elected as the Chair of the Remuneration Committee and John Poulos and Leopoldo Zambeletti were elected as the other members of the Remuneration Committee.
Minutes of the AGM
The minutes of the AGM will be available on the Company's website from 1 June 2020 at the latest.
For more information please contact:
Faron Pharmaceuticals Oy
Dr Markku Jalkanen, Chief Executive Officer
investor.relations@faron.com
Panmure Gordon (UK) Limited, Nomad and Broker
Emma Earl, Freddy Crossley (Corporate Finance)
James Stearns (Corporate Broking)
Phone: +44 207 886 2500
Sisu Partners Oy, Certified Adviser on Nasdaq First North
Juha Karttunen, Jussi Majamaa
Phone: +358 (0)40 555 4727
Consilium Strategic Communications
Mary-Jane Elliott, David Daley, Lindsey Neville
Phone: +44 (0)20 3709 5700
E-mail: faron@consilium-comms.com
About Faron Pharmaceuticals Oy
Faron (AIM: FARN, First North: FARON) is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs. The Company currently has a pipeline based on the receptors involved in regulation of immune response in oncology and organ damage. Clevegen®, its precision immunotherapy, is a novel anti-Clever-1 antibody with the ability to switch immune suppression to immune activation in various conditions, with potential across oncology, infectious disease and vaccine development. Currently in phase I/II clinical development as a novel macrophage checkpoint immunotherapy for patients with untreatable solid tumours, Clevegen® has potential as a single-agent therapy or in combination with other standard treatments including immune checkpoint molecules. Traumakine®, the Company's pipeline candidate to prevent vascular leakage and organ failures, has completed a phase III clinical trial in Acute Respiratory Distress Syndrome (ARDS). Plans for its future development are being finalised to avoid interfering steroid use together with Traumakine®. Faron is based in Turku, Finland. Further information is available at www.faron.com