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.