Last checked at 5 Apr 2024 12:00
Faron Pharmaceuticals Oy
("Faron or the "Company")
Results of the Annual General Meeting
Change of Directors
Company announcement, 5 April 2024 at 14:00 (EEST) / 12:00 PM (BST)
TURKU, FINLAND / BOSTON, MA - The annual general meeting ("AGM") of Faron Pharmaceuticals Oy (AIM: FARN, First North: FARON) took place at BioCity in Turku, Finland, today 5 April 2024. 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 13 March 2024.
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 2023.
No dividend for the financial year 2023 will be paid, and the losses of the Company for the financial year, amounting to EUR 30.9 Million (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 five. Tuomo Pätsi, Markku Jalkanen, John Poulos, Marie-Louise Fjällskog and Christine Roth were re-elected to the Board for a term that ends at the end of the next AGM.
The AGM resolved that the annual remuneration of the members of the Board remain unchanged and that 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; and
· 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 would 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, authorized public accountant (KHT), as the key audit partner. It was decided that the auditor be remunerated in accordance with the invoice approved.
Resolution on the establishment of Shareholder's Nomination Board
The AGM resolved to establish a Shareholders' Nomination Board for the Company and its Charter as proposed by the Board was adopted.
Authorization to the Board to decide on the issuance of shares, options or other special rights entitling to shares
The Board was authorized 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 authorization contains the right to issue new shares or dispose of the Company's own shares in the possession of the Company. The authorization consists of up to twenty million (20,000,000) new shares in the aggregate (including shares to be received based on options or other special rights), which corresponds to approximately twenty nine (29) per cent of the shares and votes on the date of the AGM Notice, as well as the conveyance of up to the same maximum number (twenty million (20,000,000)) of treasury shares in the possession of the Company.
The Board was authorized to resolve on all other terms and conditions of the issuance of shares, options or other special rights entitling to shares.
The authorization is effective until 30 June 2025. This authorization does not cancel the authorization given to the Board by the Annual General Meeting on 24 March 2023 to resolve on issuances of shares, option rights or other special rights entitling to shares.
Authorization to the Board to decide on the issuance of shares
The Board was authorized to resolve on issuances of shares in connection with a larger share issuance, which authorization contains the right to issue new shares or dispose of the Company's own shares in the possession of the Company. The authorization consists of up to thirty million (30,000,000) new shares in the aggregate, which corresponds to approximately 43,6 per cent of the shares and votes on the date of the AGM Notice, as well as the conveyance of up to the same maximum number (thirty million (30,000,000)) of treasury shares in the possession of the Company.
The Board was authorized to resolve on all other terms and conditions of the issuance of shares.
The authorization is effective until the close of the next Annual General Meeting of Shareholders to be held in 2025 and can only be used for the purposes of the contemplated public offering and the Company's existing bridge financing needs.
The authorization does not cancel the remaining authorization given to the Board by the Annual General Meeting on 24 March 2023 to resolve on issuances of shares, option rights or other special rights entitling to shares, nor the authorization resolved by the AGM in agenda item 16.
Minutes of the AGM
The minutes of the AGM will be available on the Company's website on 19 April 2024 at the latest.
For more information please contact:
Investor Contact
LifeSci Advisors
Daniel Ferry
Managing Director
daniel@lifesciadvisors.com
+1 (617) 430-7576
ICR Consilium
Mary-Jane Elliott, David Daley, Lindsey Neville
Phone: +44 (0)20 3709 5700
E-mail: faron@consilium-comms.com
Cairn Financial Advisers LLP, Nomad
Sandy Jamieson, Jo Turner
Phone: +44 (0) 207 213 0880
Peel Hunt LLP, Broker
Christopher Golden, James Steel
Phone: +44 (0) 20 7418 8900
Sisu Partners Oy, Certified Adviser on Nasdaq First North
Juha Karttunen
Phone: +358 (0)40 555 4727
Jukka Järvelä
Phone: +358 (0)50 553 8990
About Faron Pharmaceuticals Oy
Faron (AIM: FARN, First North: FARON) is a global, clinical-stage biopharmaceutical company, focused on tackling cancers via novel immunotherapies. Its mission is to bring the promise of immunotherapy to a broader population by uncovering novel ways to control and harness the power of the immune system. The Company's lead asset is bexmarilimab, a novel anti-Clever-1 humanized antibody, with the potential to remove immunosuppression of cancers through targeting myeloid cell function. Bexmarilimab is being investigated in Phase I/II clinical trials as a potential therapy for patients with hematological cancers in combination with other standard treatments treatments and as a monotherapy in last line solid cancers. Further information is available at www.faron.com.