TURKU, FI / ACCESS Newswire / March 21, 2025 / Faron Pharmaceuticals (HEL:FARON)(LSE:FARN) Results of the Annual General Meeting, Change of Directors, Decision of the Board meeting after the AGM
TURKU, FINLAND - The annual general meeting ("AGM") of Faron Pharmaceuticals Oy (AIM: FARN, First North: FARON) took place at BioCity in Turku, Finland, today 21 March 2025. Forty shareholders representing 42,951,148 shares and votes were represented in the meeting. The AGM approved all the proposals of the Board of Directors ("Board") and the Shareholder's Nomination Committee, set out in the notice of the AGM published on 28 February 2025 and as updated on 20 March 2025 with a separate recommendation.
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 2024.
No dividend for the financial year 2024 will be paid, and the losses of the Company for the financial year, amounting to EUR 25.9 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 seven. Tuomo Pätsi, Markku Jalkanen, John Poulos, Marie-Louise Fjällskog and Christine Roth were re-elected, and Juho Jalkanen and Colin Bond were elected as new members 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:
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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
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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 amendment of the Option Programme 2019
The AGM resolved to amend the terms and conditions of the Share Option Plan 2019 by extending the validity period of the options granted under the Share Option Plan 2019 by one (1) year. It was further resolved to amend the terms and conditions so that the maximum number of options that can be offered to a Board member would be two hundred thousand (200,000) options (before the amendment one hundred and twenty-five thousand (125,000) options).
Resolution on the amendment of the Articles of Association
The AGM resolved to amend the Articles of Association of the Company by removing the old Article 18 (Obligation to Purchase Shares) and to amend the Article 17 (Notification on the Change of Holdings in the Company) by adding a new section 17.1:
17.1 Applicability.
For as long as the Company is listed on AIM, the procedure described in this Article 17 will be adhered to. In addition, the relevant legislation concerning notifications of holdings and proportions of voting rights from time to time in force shall be taken into account.
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 thirty million (30,000,000) new shares in the aggregate (including shares to be received based on options or other special rights), which corresponds to approximately twenty-seven (27) per cent of the existing 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. Further, should the Board resolve to issue option rights or other special rights entitling to treasury shares held by the Company, the same authorization could be used to issue the aforementioned up to thirty million (30,000,000) new shares in the aggregate to the Company itself without consideration (to be further issued as shares to be received based on such option rights or other special rights).
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 2026. This authorization does not cancel the authorization given to the Board by the Annual General Meeting on 5 April 2024 to resolve on issuances of shares, option rights or other special rights entitling to shares.
Minutes of the AGM
The minutes of the AGM will be available on the Company's website on 4 April 2025 at the latest.
Decision of the Board meeting after the AGM
In the Board meeting following the AGM, the Board of Directors elected Mr. Tuomo Pätsi as the Chair of the Board.
For more information please contact:
ICR Consilium
Mary-Jane Elliott, David Daley, Lindsey Neville
Phone: +44 (0)20 3709 5700
E-mail: faron@icrhealthcare.com
Cairn Financial Advisers LLP, Nominated Advisor and Broker
Sandy Jamieson, Jo Turner
Phone: +44 (0) 207 213 0880
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.
SOURCE: Faron Pharmaceuticals
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