TIDMFARN
RNS Number : 6575C
Faron Pharmaceuticals Oy
19 April 2017
NOTICE OF faron pharmaceuticals LTD's ANNUAL GENERAL MEETING
Shareholders of Faron Pharmaceuticals Ltd are invited to attend
the Annual General Meeting to be held on 16 May 2017 at 10 a.m. at
the premises of the BioCity building, Mauno Conference Center,
address Tykistökatu 6, 20520 Turku, Finland. The registration of
attendees and the distribution of voting slips will commence at the
meeting venue at 9 a.m.
Faron Pharmaceuticals Ltd's Annual Report 2016 is available to
view and download on the "Investor Relations" section of the
Company's website:
http://www.faronpharmaceuticals.com/investor-relations/results.
A. MATTERS ON THE AGA OF THE ANNUAL GENERAL MEETING
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to
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
6. Presentation of the financial statements, the Report of the
Board of Directors and the Auditor's Report for 2016
Review by the CEO
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance
sheet and the payment of dividend
The Board of Directors proposes that no dividend for the
financial year 2016 will be paid and that the losses of the Company
for the financial year, amounting to EUR 9,293,930.28 (IFRS), will
be carried forward to the reserve for invested unrestricted
equity.
9. Resolution on the discharge of the members of the Board of
Directors and the CEO of the Company from liability
10. Resolution on the remuneration of the members of the Board
of Directors
The Board of Directors proposes, on the basis of the proposal of
the Remuneration Committee, that an annual remuneration of EUR
32,000 will be paid to the Board members, in addition to which an
annual remuneration of EUR 33,000 will be paid to the Chairman of
the Board of Directors. In addition, a further annual remuneration
of EUR 5,000 will be paid to the Chairman of each of the Audit
Committee, the Nomination Committee and the Remuneration Committee,
respectively.
The Board of Directors furthermore proposes that meeting fees
will be paid to the Board members as follows:
-- Board members who are resident outside of the European Union
or the European Economic Area: EUR 2,000 per Board meeting where
the Board member was physically present;
-- Board members who are resident within the European Union or
the European Economic Area: EUR 1,000 per Board meeting where the
Board member was physically present;
-- The meeting fees will be reduced by 50 per cent per Board
meeting where the Board member was attending but not physically
present.
In addition, it is proposed that all reasonable and properly
documented expenses incurred in the performance of duties of the
members of the Board of Directors would be compensated.
The Board of Directors also proposes, on the basis of the
proposal of the Remuneration Committee, that 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.
11. Resolution on the number of members of the Board of
Directors
The Board of Directors proposes on the basis of the proposal of
the Nomination Committee that nine (9) members be elected to the
Board of Directors.
12. Election of members of the Board of Directors
The Board of Directors proposes, on the basis of the proposal of
the Nomination Committee, that Frank Armstrong, Markku Jalkanen,
Jonathan Knowles, Matti Manner, Huaizheng Peng, Yrjö Wichmann and
Leopoldo Zambeletti will be re-elected and that Gregory Brown and
John Poulos will be elected as new members to the Board of
Directors for a term that ends at the end of the next Annual
General Meeting.
Descriptions of the Board member candidates are available on the
Company's website at www.faron.com.
The proposed Board members have informed the Company that in the
event they are elected, they intend to elect Frank Armstrong as
Chairman of the Board and Matti Manner as Deputy Chairman of the
Board.
13. Resolution on the amendment of the Articles of
Association
The Board of Directors proposes that the following article will
be added as the new Article 11 of the Company's Articles of
Association and that the numbering of the Articles following said
Article and the references to such Articles will be amended
accordingly:
"11. Meeting venue
A General Meeting may in addition to the Company's domicile be
held in the city of London, United Kingdom on the basis of a
resolution by the Board of Directors."
Furthermore, the Board of Directors proposes that Article 15
(previously Article 14) of the Company's Articles of Association
will be amended to read as follows:
"15. Auditor
The Company shall have one (1) auditor, which shall be an
auditing entity approved by the Finnish Patent and Registration
Office. The term of office of the auditor shall expire upon the
closing of the next Annual General Meeting following the election
of the auditor."
The rationale for the first amendment is that the shares of the
Company are listed on the AIM market operated by the London Stock
Exchange, due to which a significant portion of the Company's
shares and depositary interests are held by non-Finnish parties.
The second amendment is a technical change relating to a change in
applicable audit legislation.
14. Resolution on the remuneration of the Auditor
The Board of Directors proposes, on the basis of the proposal of
the Audit Committee, that the Auditor be remunerated in accordance
with the invoice presented.
15. Election of the Auditor
The Board of Directors proposes, on the basis of the proposal of
the Audit Committee, that PricewaterhouseCoopers Oy, Authorised
Public Accountants, continue to act as the Company's auditor.
PricewaterhouseCoopers Oy has informed the Company that it will
appoint Kalle Laaksonen, Authorised Public Accountant, as the
Auditor with principal responsibility for the completion of the
Audit.
16. Resolution on the amendment of the option programme
The Board of Directors proposes, on the basis of the proposal of
the Remuneration Committee, that the Annual General Meeting would
resolve to amend, due to the increase in the number of employees in
the Company and the increase in the number of Board members, the
terms and conditions of the option programme adopted by the
Extraordinary General Meeting of the Company on 15 September 2015,
so that a maximum total of 500,000 C options and a maximum total of
500,000 D options would be offered under said terms and conditions
as follows:
-- to the Chairman of the Board: 40,000 C options and 40,000 D options;
-- to each member of the Board (excluding the Chairman of the
Board and the CEO and the CFO if they would be considered members
of the Company's Board): 20,000 C options and 20,000 D options (a
maximum total of 120,000 C options and a maximum total of 120,000 D
options);
-- to the CEO: 80,000 C options and 80,000 D options;
-- to the CFO: 30,000 C options and 30,000 D options;
-- to management, officers and employees to be nominated by the
Board: a maximum total of 230,000 C options and a maximum total of
230,000 D options.
The terms and conditions of the option programme would remain
otherwise unchanged.
The proposed amendment would increase the maximum total number
of each of C options and D options by 100,000 options, representing
a 25 per cent increase over the current maximum total of 400,000 of
each of C and D options. This would increase the aggregate
percentage of shares that can be subscribed for based on C and D
options from 2.9 per cent to 3.6 per cent of all existing
shares.
The maximum number of C and D options granted to each individual
Board member, the CEO and the CFO would remain unchanged.
17. Authorising the Board of Directors to decide on the issuance
of shares
The Board of Directors proposes that the Annual General Meeting
would authorise the Board of Directors to resolve by one or several
decisions on issuances of shares which authorisation contains the
right to issue new shares or dispose of the shares in the
possession of the Company. The authorisation would consist of up to
5,577,000 shares in the aggregate, which corresponds to
approximately 20 per cent of the existing shares and votes in the
Company.
The authorisation would not exclude the Board of Directors'
right to decide on the issuance of shares in deviation from the
shareholders' pre-emptive rights. The authorisation is proposed to
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 of
Directors in which case a weighty financial reason for issuing
shares, and possibly deviating from the shareholders' pre-emptive
rights would exist.
The Board of Directors would be authorised to resolve on all
other terms and conditions of the issuance of shares.
The authorisation will be effective until 30 June 2018.
18. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The above-mentioned proposals to the Annual General Meeting and
this notice are available on Faron Pharmaceutical's website at
www.faron.com under Investor Relations/Annual General Meeting.
Faron Pharmaceutical's financial statements, the Report of the
Board of Directors and the Auditor's report, are available on the
front page of the Company's website and under Investor
Relations/Results. The Board proposals and the other
above-mentioned documents will also be available at the Annual
General Meeting. Copies of these documents and of this notice will
be sent to shareholders upon request. The minutes of the Annual
General Meeting will be available to be viewed on the Company's
website from 30 May 2017 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS
1. The right to participate and registration
Each shareholder who on the record date of the Annual General
Meeting, being 4 May 2017, is registered in the Company's
shareholders' register held by Euroclear Finland Ltd has the right
to participate in the Annual General Meeting. A shareholder whose
shares are registered on his/her personal book-entry account is
registered in the Company's shareholders' register.
A shareholder who is registered in the Company's shareholders'
register and who wants to participate in the Annual General Meeting
should register for the meeting by no later than 4 p.m. (Finnish
time) on Thursday 11 May 2017 by giving a prior notice of
participation:
-- by email to virve.nurmi@faron.com; or
-- by mail to Faron Pharmaceuticals Ltd, C/o Virve Nurmi,
Joukahaisenkatu 6, FI-20520 Turku, Finland.
When registering, a shareholder shall state his/her name,
personal identification number / business identity code, address,
telephone number and the name of a possible proxy representative or
assistant and the personal identification number of the proxy
representative. The personal data given by shareholders to Faron
Pharmaceuticals is used only in connection with the Annual General
Meeting and the necessary processing of related registrations.
The shareholder, his/her authorised representative or proxy
representative should, when necessary, be able to prove his/her
identity and/or right of representation.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and
exercise his/her rights at the meeting by way of proxy
representation. A proxy representative must present a dated power
of attorney or other reliable proof of their authority to represent
the shareholder.
A shareholder may participate in the Annual General Meeting by
means of several proxy representatives, who represent the
shareholder with shares held on different book-entry accounts. In
such case, the shares represented by each proxy representative
shall be identified when registering for the Annual General
Meeting.
Possible proxy documents should be sent in originals to Faron
Pharmaceuticals, Joukahaisenkatu 6, FI-20520 Turku, Finland, before
the end of registration period.
3. Holder of nominee-registered shares (including depositary
interest holders)
A holder of nominee-registered shares (including depositary
interest holders) has the right to participate in the Annual
General Meeting by virtue of such shares based on which the holder
would be entitled to be registered in the Company's shareholders'
register held by Euroclear Finland Ltd on the Annual General
Meeting's record date of 4 May 2017.
Additionally, participation requires that the holder of
nominee-registered shares is temporarily registered in the
Company's shareholders' register held by Euroclear Finland Ltd by
10 a.m. Finnish time on Thursday 11 May 2017. Temporary
registration in the shareholders' register shall be deemed to be a
registration for the Annual General Meeting.
Holders of nominee-registered shares are advised to request the
necessary instructions regarding the temporary registration in the
shareholders' register, the issuing of proxy documents and
registration for the General Meeting from their custodian bank
without delay. The account management organisation of the custodian
bank shall notify a holder of nominee-registered shares, who wants
to participate in the Annual General Meeting, to be temporarily
entered into the Company's shareholders' register by the
above-mentioned time.
4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act,
shareholders who are present at the Annual General Meeting are
entitled to request information regarding the matters addressed by
the meeting.
On the date of this notice, 18 April 2017, the total number of
shares and votes in Faron Pharmaceuticals is 27,734,044.
The Annual General Meeting shall be held in Finnish and in
English.
Turku, 18 April 2017
FARON PHARMACEUTICALS LTD
Board of Directors
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
For more information, please contact:
Faron Pharmaceuticals Ltd
Dr Markku Jalkanen, Chief Executive Officer
investor.relations@faron.com
Consilium Strategic Communications
Mary-Jane Elliott, Chris Welsh, Lindsey Neville
Phone: +44 (0)20 3709 5700
E-mail: faron@consilium-comms.com
Westwicke Partners, IR (US)
Chris Brinzey
Phone: 01 339 970 2843
E-Mail: chris.brinzey@westwicke.com
Cairn Financial Advisers LLP, Nominated Adviser
Emma Earl, Tony Rawlinson, Rebecca Anderson
Phone: +44 207 213 0880
Panmure Gordon (UK) Limited, Joint Broker
Freddy Crossley, Duncan Monteith (Corporate Finance)
Tom Salvesen (Corporate Broking)
Phone: +44 207 886 2500
Whitman Howard Limited, Nominated Broker (UK)
Ranald McGregor-Smith, Francis North
Phone: +44 207 659 1234
About Faron Pharmaceuticals Ltd
Faron (AIM:FARN) is a clinical stage biopharmaceutical company
developing novel treatments for medical conditions with significant
unmet needs. The Company currently has a pipeline focusing on acute
organ traumas, vascular damage and cancer immunotherapy. The
Company's lead candidate Traumakine, to prevent vascular leakage
and organ failures, is currently the only treatment for Acute
Respiratory Distress Syndrome (ARDS) undergoing Phase III clinical
trials. There is currently no approved pharmaceutical treatment for
ARDS. An additional European Phase II Traumakine trial is underway
for the Rupture of Abdominal Aorta Aneurysm ("RAAA"). Faron's
second candidate Clevegen(R) is a ground breaking pre-clinical
anti-Clever-1 antibody. Clevegen has the ability to switch immune
suppression to immune activation in various conditions, with
potential across oncology, infectious disease and vaccine
development. This novel macrophage-directed immuno-oncology switch
called Tumour Immunity Enabling Technology ("TIET") may be used
alone or in combination with other immune checkpoint molecules for
the treatment of cancer patients. Faron is based in Turku, Finland.
Further information is available at
www.faronpharmaceuticals.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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