Faron, etusivu

Result of AGM

RNS Number : 8891P
Faron Pharmaceuticals Oy
31 May 2018
 

Faron Pharmaceuticals Ltd

(“Faron” or the “Company”)

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

TURKU – FINLAND, 31 May 2018 – The Annual General Meeting of Faron Pharmaceuticals Ltd (LON: FARN) took place in Turku, Finland, today, 31 May 2018. 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 10 May 2018.

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 2017. No dividend for the financial year 2017 will be paid, and the losses of the Company for the financial year, amounting to EUR 21,060,638.95 (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, Leopoldo Zambeletti, Gregory Brown and John Poulos were re-elected 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 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 Chairman of the Board of Directors. In addition, a further annual remuneration of EUR 11,000 will be paid to the Chairman of the Audit Committee, a further annual remuneration of EUR 9,000 will be paid to the Chairman of the Remuneration Committee and a further annual remuneration of EUR 6,000 will be paid to the Chairman 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. The meeting fees will be paid to the Board members as follows:

·     A meeting fee of EUR 1,000 will be paid to Board members who are resident outside the European Union (“EU”) or the European Economic Area (“EEA”) per Board meeting where the Board member was physically present; and

·     No meeting fees will be paid to Board members who are resident within the EU or the EEA or who were attending a Board meeting 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 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.

Amendment of the Articles of Association

The Annual General Meeting resolved that the following sentence be removed from Article 17.1 of the Company’s Articles of Association:

“Each shareholder shall make a Notification when he becomes a party to an agreement or an arrangement that upon implementation would result in the holdings of the shareholder reaching, exceeding or decreasing below any of above-mentioned thresholds.“

The Annual General Meeting further resolved that sections i) – k) be removed from Article 17.5 of the Company’s Articles of Association.

Auditor

PricewaterhouseCoopers Oy, Authorised Public Accountants, was re-elected as the Company’s auditor. PricewaterhouseCoopers Oy has appointed Panu Vänskä, 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.

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 6,206,000 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 2019.

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 was re-elected 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 14 June 2018 at the latest.

For more information, please contact:

Faron Pharmaceuticals Ltd

Dr Markku Jalkanen, Chief Executive Officer

investor.relations@faron.com 

Consilium Strategic Communications

Mary-Jane Elliott, Philippa Gardner, Matthew Neal, 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

Panmure Gordon (UK) Limited, Nomad and Broker

Freddy Crossley, Emma Earl, Ryan McCarthy

Phone: +44 207 886 2500

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, has completed a Phase III clinical trial in Acute Respiratory Distress Syndrome (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.faron.com


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com or visit
www.rns.com.
 

END

 
 

RAGEADSFDDEPEFF

Notice of AGM

 NOTICE OF faron pharmaceuticals LTD’s ANNUAL GENERAL MEETING

Shareholders of Faron Pharmaceuticals Ltd (the “Company”) are invited to attend the Annual General Meeting to be held on 31 May 2018 at 11 a.m. (Finnish time) at 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 10 a.m. (Finnish time).

Faron Pharmaceuticals Ltd’s Annual Report 2017 will be available to view and download on the “Results” section of the Company’s website: https://www.faron.com/investor-relations/results.

A. MATTERS ON THE AGENDA 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 2017

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 2017 will be paid and that the losses of the Company for the financial year, amounting to EUR 21,060,638.95 (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 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 Chairman of the Board of Directors. In addition, a further annual remuneration of EUR 11,000 will be paid to the Chairman of the Audit Committee, a further annual remuneration of EUR 9,000 will be paid to the Chairman of the Remuneration Committee and a further annual remuneration of EUR 6,000 will be paid to the Chairman 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.

The Board of Directors furthermore proposes that meeting fees will be paid to the Board members as follows:

·     a meeting fee of EUR 1,000 will be paid to Board members who are resident outside of the European Union (“EU”) or the European Economic Area (“EEA”) per Board meeting where the Board member was physically present; and

·     no meeting fees will be paid to Board members who are resident within the EU or the EEA or who were attending a Board meeting 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, Leopoldo Zambeletti, Gregory Brown and John Poulos will be re-elected 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: https://www.faron.com/about-us/board-of-directors.

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 sentence will be removed from Article 17.1 of the Company’s Articles of Association:

“Each shareholder shall also make a Notification when he becomes a party to an agreement or other arrangement that upon implementation would result in the holdings of the shareholder reaching, exceeding or decreasing below any of above-mentioned thresholds.”

The Board of Directors proposes that sections i) – k) will be removed from Article 17.5 of the Company’s Articles of Association.

The rationale for the amendment is the change in the corresponding legislation in Finland governing notification of major shareholdings.

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 Panu Vänskä, Authorised Public Accountant, as the Auditor with principal responsibility for the completion of the Audit.

16. 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 6,206,000 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 2019.

17. Closing of the meeting

A. 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: https://www.faron.com/investor-relations/annual-general-meeting-material. Faron Pharmaceutical’s financial statements, the Report of the Board of Directors and the Auditor’s report, will be held available during the week starting on 14 May 2018 on the front page of the Company’s website and under Investors/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 14 June 2018 at the latest.

B. INSTRUCTIONS FOR THE PARTICIPANTS

1. The right to participate and registration

Each shareholder who on the record date of the Annual General Meeting, being 21 May 2018, 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 Monday 28 May 2018 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 21 May 2018.

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 Monday 28 May 2018. 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, 9 May 2018, the total number of shares and votes in Faron Pharmaceuticals Ltd is 31,027,894.

The Annual General Meeting shall be held in Finnish and in English.

Turku, 9 May 2018

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, Philippa Gardner, Matthew Neal, 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

Panmure Gordon (UK) Limited, Nomad and Broker

Freddy Crossley, Emma Earl, Ryan McCarthy

Phone: +44 207 886 2500

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, has completed a Phase III clinical trial in Acute Respiratory Distress Syndrome (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.faron.com

Result of AGM

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

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

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® 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

Notice of Annual General Meeting

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 AGENDA 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® 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

Faron Result of Annual General Meeting

RNS Number : 4092Z
Faron Pharmaceuticals Oy
26 May 2016
 

Faron Pharmaceuticals Ltd

(“Faron” or the “Company”)

Result of Annual General Meeting

TURKU – FINLAND 26 May 2016 – Faron Pharmaceuticals Ltd (LON: FARN) is pleased to announce that all resolutions proposed at its Annual General Meeting held today and as set out in the Company’s announcement dated 4 May 2016, were duly passed by shareholders.

Commenting on the meeting, Frank Armstrong, Chairman of Faron, said: “We are delighted to have such support from our shareholders at the very first Annual General Meeting as a listed company. We thank our shareholders for sharing Faron´s mission of life-saving drug development. We are looking forward to making further significant progress with our innovations to develop new treatments for true unmet medical needs.”

For more information, please contact:

Faron Pharmaceuticals Oy

Katja Wallenlind

Phone +358 (50) 577 4807
E-mail: katja.wallenlind@faronpharmaceuticals.com

Cairn Financial Advisers LLP, Nominated Adviser

Emma Earl, Tony Rawlinson and Rebecca Anderson

Phone: +44 207 148 7900

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

Ranald McGregor-Smith, Francis North

Phone: +44 207 659 1234

Hume Brophy, PR

Mary Clark, Eva Haas, Hollie Vile

Phone: +44 207 862 6390

E-mail: faron@humebrophy.com

 

About Faron Pharmaceuticals Ltd.

Faron is a drug discovery and development company focused on creating novel treatments for medical conditions with significant unmet needs. The Company is based in Turku, Finland. The Company currently has a pipeline of clinical stage products focusing on acute organ traumas, cancer immunotherapy and vascular damage. The Company’s lead candidate Traumakine®, has been developed to treat acute respiratory distress syndrome (“ARDS”), a rare, severe, life threatening medical condition characterised by widespread inflammation in the lungs. Traumakine® is now in a pan-European pivotal Phase III study (INTEREST). Besides Traumakine®, Faron’s pipeline consists of early stage assets including a pre-clinical anti-Clever-1 antibody named Clevegen. Clevegen is focused on converting the immune environment around a tumour from being immune suppressive to immune stimulating and represents a novel immuno-oncology approach called TIET (Tumour Immunity Enabling Technology). Faron Pharmaceuticals Ltd. is listed on AIM under the ticker ‘FARN’. Further information is available at www.faronpharmaceuticals.com


This information is provided by RNS
The company news service from the London Stock Exchange
 

END

 
 

RAGLIFEAELIRFIR

Notice of AGM

RNS Number : 1433X
Faron Pharmaceuticals Oy
04 May 2016
 

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 26 May 2016 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.

A. MATTERS ON THE AGENDA 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 2015

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 2015 will be paid and that the losses of the Company for the financial year, amounting to EUR 6.2 million (IFRS), will be carried forward to 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 the fees payable to the members and the Chairman of the Board will remain unchanged from 2015 and be as follows: an annual remuneration of EUR 35,000 will be paid to the Board members, in addition to which EUR 33,000 will be paid to the Chairman of the Board of Directors. In addition, it is proposed that a further annual remuneration of EUR 5,000 will be paid to Chairman of the Audit Committee, the Nomination Committee and the Remuneration Committee. Finally, 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 propose, on the basis of the proposal of the Remuneration Committee, that Markku Jalkanen as the Company’s CEO and Yrjö Wichmann as the Company’s CFO will not receive such remuneration as a member of the Board of Directors.

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 eight (8) members be elected to the Board of Directors.

12. Election of members of the Board of Directors

The Board of Directors propose, on the basis of the proposal of the Nomination Committee, that Frank Armstrong, Markku Jalkanen, Juho Jalkanen, Jonathan Knowles, Matti Manner, Huaizheng Peng, Yrjö Wichmann and Leopoldo Zambeletti will be re-elected to the Board of Directors until the next Annual General Meeting.

The proposed Board members have informed the Company that in the event they are re-elected, they intend to elect Frank Armstrong as Chairman of the Board and Matti Manner as Deputy Chairman of the Board.

In addition, the proposed Board members have advised that the members of the Board committees would remain unchanged and would therefore be as follows: Leopoldo Zambeletti would be the Chairman and Frank Armstrong and Huaizheng Peng members to the Audit Committee, Frank Armstrong would be the Chairman and Leopoldo Zambeletti and Huaizheng Peng as members to the Remuneration Committee, and Matti Manner would be the Chairman and Frank Armstrong and Jonathan Knowles as members to the Nomination Committee.

13. Resolution on the remuneration of the Auditor

The Board of Directors propose to the Annual General Meeting, on the basis of the proposal of the Audit Committee, that the Auditor be remunerated in accordance with the invoice presented.

14. Election of the Auditor

The Board of Directors propose to the Annual General Meeting 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.

15. Resolution on the amendment of the option programme

The Board of Directors propose, on the basis of the proposal of the Remuneration Committee, that the Annual General Meeting would resolve to amend the option programme adopted by the Extraordinary General Meeting of the Company on 15 September 2015 in respect of the total of 150,000 A options that have remained unallocated and unsubscribed for, to confirm the validity of the said 150,000 A options and that they are available to be allocated to key management and personnel and that the said A options may be subscribed during a term ending on 9 June 2016. Otherwise the terms and conditions would remain unchanged and apply also to the said A options (Appendix 1). Following the amendment, any A options that have not been subscribed at the latest on 9 June 2016 will lapse.

16. Authorising the Board of Directors to decide on the issuance of shares

The Board of Directors propose 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 4,622,340 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 2017. The Board of Directors propose that the authorisation would supersede the authorisation granted by the Extraordinary General Meeting held on 15 September 2015.

17. Authorisation to make communication to shareholders in electronic form and to communicate by means of a website

The Board of Directors propose that in future the Company shall be permitted to fulfil its obligations in respect of communication to its shareholders (including the Company’s annual accounts) through the use of the Electronic Communication methods as defined in the AIM Rules for Companies (as amended from time to time). Any such methods of communication will be established and operated in accordance with the requirements of the AIM Rules for Companies, the Company’s articles of association and any legal requirements in its jurisdiction of incorporation, Finland.

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.faronpharmaceuticals.com under Investor Relations/Financial calendar. 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 and will be posted to all shareholders shortly. 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 9 June 2016 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 16 May 2016, 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 Friday 20 May 2016  by giving a prior notice of participation:

•     by completing the registration form on the Company’s website www.faronpharmaceuticals.com under Investor Relations/ Financial calendar;

•     by email to katja.wallenlind@faronpharmaceuticals.com; or

•     by mail to Faron Pharmaceuticals Ltd, C/o Katja Wallenlind, 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 16 May 2016.

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 Monday 23 May 2016. 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, 4 May 2016, the total number of shares and votes in Faron Pharmaceuticals is 23,111,704.

The Annual General Meeting shall be held in Finnish and in English.

Turku, 4 May 2016

FARON PHARMACEUTICALS LTD

Board of Directors

FOR MORE INFORMATION, PLEASE CONTACT:

Faron Pharmaceuticals Oy

Katja Wallenlind

Phone +358 (50) 577 4807

E-mail: katja.wallenlind@faronpharmaceuticals.com

Hume Brophy, PR

Mary Clark, Eva Haas, Hollie Vile

Phone: +44 207 862 6390

E-mail: faron@humebrophy.com

Cairn Financial Advisers LLP, Nominated Adviser

Emma Earl, Tony Rawlinson and Rebecca Anderson

Phone: +44 207 148 7900

Panmure Gordon (UK) Limited, Joint Broker

Freddy Crossley, Duncan Monteith (Corporate Finance)

Tom Salvesen (Corporate Broking)

Phone: +44 207 886 2500

Whitman Howard Limited, Joint Broker

Ranald McGregor-Smith, Francis North

Phone: +44 207 659 1234

About Faron Pharmaceuticals Ltd

Faron is a drug discovery and development company focused on creating novel treatments for medical conditions with significant unmet needs. The Company is based in Turku, Finland. The Company currently has a pipeline of clinical stage products focusing on acute organ traumas, cancer immunotherapy and vascular damage. The Company’s lead candidate Traumakine®, has been developed to treat Acute Respiratory Distress Syndrome (“ARDS”), a rare, severe, life-threatening medical condition characterised by widespread inflammation in the lungs. Traumakine® is now in a pan-European pivotal Phase III study (INTEREST). Besides Traumakine®, Faron’s pipeline consists of early stage assets including a pre-clinical anti-Clever-1 antibody named Clevegen®. Clevegen® is focused on converting the immune environment around a tumour from being immune suppressive to immune stimulating and represents a novel immuno-oncology approach. Faron Pharmaceuticals is listed on AIM under the ticker ‘FARN’. Further information is available at www.faronpharmaceuticals.com


This information is provided by RNS
The company news service from the London Stock Exchange
 

END

 
 

NOAEAFSDEASKEAF

Back to top