Result of AGM

RNS Number : 2884F

Faron Pharmaceuticals Oy

16 May 2017

 

Faron Pharmaceuticals Ltd

("Faron" or the "Company")

Results of the Annual General Meeting and Decisions of the Board of Directors

TURKU - FINLAND, 16 May 2017 - The Annual General Meeting of Faron Pharmaceuticals Ltd (LON: FARN) took place in Turku, Finland, today, 16 May 2017. The Annual General Meeting approved all the proposals of the Board of Directors and its committees, as set out in the notice of the Annual General Meeting published on 19 April 2017.

Decisions of the Annual General Meeting

The Annual General Meeting adopted the Financial Statements of the Company and resolved to discharge the members of the Board of Directors and the CEO of the Company from liability for the financial year 2016. No dividend for the financial year 2016 will be paid, and 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.

Composition and remuneration of the Board of Directors

The number of members of the Board of Directors was confirmed as nine (9). Frank Armstrong, Markku Jalkanen, Jonathan Knowles, Matti Manner, Huaizheng Peng, Yrjö Wichmann and Leopoldo Zambeletti were re-elected and Gregory Brown and John Poulos were elected as new members to the Board of Directors for a term that ends at the end of the next Annual General Meeting.

The Annual General Meeting resolved 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 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; and

·     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, all reasonable and properly documented expenses incurred in the performance of duties of the members of the Board of Directors 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.

Amendment of the Articles of Association

The Annual General Meeting resolved 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 Annual General Meeting resolved 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."

Auditor

PricewaterhouseCoopers Oy, Authorised Public Accountants, was re-elected as the Company's auditor. PricewaterhouseCoopers Oy has appointed Kalle Laaksonen, Authorised Public Accountant, as the Auditor with principal responsibility for the completion of the audit. It was decided that the Auditor be remunerated in accordance with the invoice presented.

Amendment of the option programme

The Annual General Meeting resolved 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 will 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; and

·     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 remain otherwise unchanged.

Authorisation to the Board of Directors to decide on the issuance of shares

The Board of Directors was authorised 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 consists 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 does not exclude the Board of Directors' right to decide on the issuance of 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 of Directors in which case a weighty financial reason for issuing shares, and possibly deviating from the shareholders' pre-emptive rights, exists.

The Board of Directors was authorised to resolve on all other terms and conditions of the issuance of shares. The authorisation will be effective until 30 June 2018.

Decisions of the Board of Directors

At the meeting of the Board of Directors held following the Annual General Meeting, Frank Armstrong was re-elected Chairman of the Board and Matti Manner Deputy Chairman of the Board.

In addition, the Board of Directors elected the Chairmen and other members to the Board committees from among its members as follows:

·     Leopoldo Zambeletti was elected the Chairman 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 Chairman of the Nomination Committee, and Huaizheng Peng and Frank Armstrong were elected as the other members of the Nomination Committee.

·     Frank Armstrong was elected as the Chairman of the Remuneration Committee, and Jonathan Knowles and John Poulos were elected as the other members of the Remuneration committee.

Minutes of the Annual General Meeting

The minutes of the Annual General Meeting will be available on the Company's website from 30 May 2017 at the latest.

For more information, please contact:

Faron Pharmaceuticals Ltd

Dr Markku Jalkanen, Chief Executive Officer

[e-mail]

Consilium Strategic Communications

Mary-Jane Elliott, Chris Welsh, Lindsey Neville

Phone: [phone]

E-mail: [e-mail]

Westwicke Partners, IR (US)

Chris Brinzey

Phone: [phone]

E-Mail: [e-mail]

Cairn Financial Advisers LLP, Nominated Adviser

Emma Earl, Tony Rawlinson

Phone: [phone]

Panmure Gordon (UK) Limited, Joint Broker

Freddy Crossley, Duncan Monteith (Corporate Finance)

Tom Salvesen (Corporate Broking)

Phone: [phone]

Whitman Howard Limited, Nominated Broker (UK)

Ranald McGregor-Smith, Francis North

Phone: [phone]

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® 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

 

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