Faron Pharmaceuticals Ltd
(“Faron or the “Company”)
Results of the Annual General Meeting and Decisions of the Board of Directors
TURKU – FINLAND, 28 May 2019 – The annual general meeting (“AGM”) of Faron Pharmaceuticals Ltd (LON: FARN) took place in Turku, Finland today, 28 May 2019. The AGM approved all the proposals of the board of directors (“Board”) and its committees, as set out in the notice of the AGM published on 7 May 2019 and the update on it published on 24 May 2019.
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 2018. No dividend for the financial year 2018 will be paid, and the losses of the Company for the financial year, amounting to EUR 20,075,949.50 (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 six. Frank Armstrong, Markku Jalkanen, Matti Manner, Leopoldo Zambeletti, Gregory Brown and John Poulos were re-elected to the Board for a term that ends at the end of the next AGM.
The AGM 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 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.
· 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 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.
Auditor
Audit firm PricewaterhouseCoopers Oy (“PwC”) was re-elected as the Company’s auditor. PwC has appointed Panu Vänskä, authorised public accountant (KHT), as the key audit partner. It was decided that the auditor be remunerated in accordance with the invoice presented.
Authorisation to the Board to decide on the issuance of options or other special rights entitling to shares
The Board was authorised to resolve by one or several decisions on issuances of options or other special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act (“Companies Act”). The authorisation consists of up to 2,000,000 shares in the aggregate, which corresponds to approximately 5.4 per cent of the existing shares and votes in the Company on the date of the AGM.
The authorisation does not exclude the Board’s right to decide on the issuance of options or other special rights entitling to shares in deviation from the shareholders’ pre-emptive rights. The authorisation can be used for implementing an option plan for the employees and directors of, and persons providing services to, the group, substantially in the form of the option plan attached as Annex 1 to the notice of the AGM available on the Company’s website. There is a weighty financial reason for issuing options, as options are an integral part of the incentivisation system for the management and personnel of the Company.
Maximum number of options that may be granted to the members of the Company’s management and the Board is as follows:
· to the Chair of the Board, a maximum of 180,000 options;
· to each member of the Board (excluding the Chair of the Board and the CEO and the CFO if they would be considered as members of the Company’s Board), a maximum of 90,000 options;
· to the CEO, a maximum of 360,000 options; and
· to the CFO, a maximum of 130,000 options.
The exercise of options will be subject to fulfilment of certain criteria to be resolved by the Board (“Exercise Conditions”). Subject to fulfilment of the Exercise Conditions, the options may be exercised at an exercise price which may not be less than the market value of a share at the grant date, as determined by the Board (“Exercise Price”). In determining such market value, if shares are traded on the AIM market of the London Stock Exchange, the Board will have regard to the average price per share at which shares have been so traded over a period of 90 days immediately preceding the grant date. The Exercise Price will be determined so as to create a sufficient incentive for the recipients of options. The Exercise Price will be recorded in the Company’s reserve for invested unrestricted equity.
The Board was authorised to resolve on all other terms and conditions of the issuance of options or other special rights entitling to shares referred to in chapter 10, section 1 of the Companies Act. The authorisation will be effective until 30 June 2023 and will not replace previous authorisations granted to the Board.
Authorisation to the Board to decide on the issuance of shares, options or other special rights entitling to shares
The Board was authorised 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 Companies Act, 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 7,095,000 shares in the aggregate (including shares to be received based on options or other special rights), which corresponds to approximately 19.1 per cent of the existing shares and votes in the Company on the date of the AGM.
The authorisation does not exclude the Board’s right to decide on the issuance of shares, options or other special rights entitling to 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 in which case a weighty financial reason for issuing shares, and possibly deviating from the shareholders’ pre-emptive rights, exists.
The Board was authorised to resolve on all other terms and conditions of the issuance of shares, options or other special rights entitling to shares. The authorisation will be effective until 30 June 2020 and will not replace previous authorisations granted to the Board.
Decisions of the Board
At the meeting of the Board held following the AGM, Frank Armstrong was re-elected Chair of the Board and Matti Manner was re-elected Deputy Chair of the Board.
In addition, the Board elected the Chairs and other members to the Board committees from among its members as follows:
· Leopoldo Zambeletti was elected the Chair 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 Chair of the Nomination Committee and Frank Armstrong was elected as the other member of the Nomination Committee.
· Frank Armstrong was elected as the Chair of the Remuneration Committee and John Poulos and Leopoldo Zambeletti were elected as the other members of the Remuneration Committee.
Minutes of the AGM
The minutes of the AGM will be available on the Company’s website from 11 June 2019 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, David Daley, Lindsey Neville
Phone: +44 (0)20 3709 5700
E-mail: faron@consilium-comms.com
Panmure Gordon (UK) Limited, Nomad and Broker
Emma Earl, Freddy Crossley (Corporate Finance)
James Stearns (Corporate Broking)
Phone: +44 207 886 2500
Westwicke Partners, IR (US)
Chris Brinzey
Phone: 01 339 970 2843
E-mail: chris.brinzey@westwicke.com
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 first 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 early 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 Turn-on-your-Immunity or Turn-It 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.
