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Notice to convene Herantis Pharma Plc's Annual General Meeting of shareholders
Notice to convene Herantis Pharma Plc's Annual General Meeting of shareholders
Herantis Pharma Plc
Company release 8 March 2018, 9:00 am
NOTICE TO CONVENE HERANTIS PHARMA PLC'S ANNUAL GENERAL MEETING OF SHAREHOLDERS
Shareholders of Herantis Pharma Plc are invited to attend the Annual General Meeting of the Company on Wednesday, April 11, 2018, commencing at 13.00 p.m. (EET) at Taitotalon Kongressikeskus, at the address Valimotie 8, Helsinki, Finland. There are a limited number of parking spaces in the area. The reception of participants and the distribution of voting tickets will commence at 12.30 p.m.
A Matters on the agenda of the General Meeting of Shareholders
At the General Meeting of Shareholders, the following matters will be considered:
1 OPENING OF THE MEETING
2 CALLING THE MEETING TO ORDER
3 ELECTION OF PERSONS TO SCRUTINIZE 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 PROPOSAL BY THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF ASSOCIATION
The Board of Directors proposes to the General Meeting of Shareholders that the current paragraph 4 regarding the Board of Directors be amended as follows:
"4 § The Board of Directors of the company shall consist of four (4) to eight (8) ordinary members. The term of the Board member shall begin from the General Meeting where he or she has been elected and last until the closing of the following Annual General Meeting. The Board of Directors shall elect a Chairperson and, if it finds it warranted, a Vice-Chairperson from among its members for one term at a time. A deputy member may be elected for each member of the Board of Directors personally."
7 PRESENTATION OF THE ANNUAL ACCOUNTS, THE REPORT OF THE BOARD OF DIRECTORS AND THE AUDITOR'S REPORT FOR THE YEAR 2017
Review by the CEO
8 ADOPTION OF THE ANNUAL ACCOUNTS
9 PROFIT / LOSS FOR THE FINANCIAL YEAR
The Board of Directors proposes to the Annual General Meeting of Shareholders that no dividend be paid for the financial year 1 January - 31 December 2017 and that the loss for the financial year shall be entered in the compilation of loss.
10 RESOLUTION ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CEO FROM LIABILITY
11 RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND REIMBURSEMENT OF TRAVEL EXPENSES
The shareholders of Herantis Pharma Plc, who together represent approximately 36.2 per cent of the Company's shares, have proposed that the remuneration of the Board of Directors shall be as follows: The remuneration payable to the members of the Board of Directors shall be EUR 1,500 per month except for the Chairman of the Board who shall be paid EUR 2,500 monthly. Board members are also reimbursed reasonable travel expenses related to Board of Director's duties.
12 RESOLUTION ON THE NUMBER OF THE MEMBERS AND ELECTION OF THE MEMBERS OF THE board of directors
The Board of Directors proposes that five (5) members are elected to the Board of Directors and that the present members of the Board of Directors continue as members: Pekka Mattila, James Phillips, Aki Prihti, Timo Veromaa and Frans Wuite.
13 RESOLUTION ON THE REMUNERATION OF AUDITOR
The Board of Directors proposes that the Auditor be paid reasonable remuneration in accordance with the invoice approved by the Company.
14 ELECTION OF AUDITOR
The Board of Directors proposes that the firm of authorized public accountants PricewaterhouseCoopers Oy, which has appointed APA Martin Grandell as responsible auditor, to be appointed as Auditor to serve for a term ending at the end of the next Annual General Meeting of Shareholders. The Auditor proposed herein has given its consent for the election.
15 CLOSING OF THE MEETING
B Documents of the General Meeting of Shareholders
The proposals of the Board of Directors and the proposal of the shareholders relating to the agenda of the General Meeting of Shareholders as well as this notice are available on Herantis Pharma Plc's website at www.herantis.com. The annual report of Herantis Pharma Plc, including the Company's Annual Accounts, the report of the Board of Directors, and the Auditor's report, is available on the abovementioned website no later than on March 20, 2018. The proposals for the decisions on the matters on the agenda of the General Meeting of Shareholders and the Annual Accounts are also available at the Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the abovementioned website as from April 25, 2018 at the latest.
C Instructions for the participants in the General Meeting of Shareholders
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on March 28, 2018 in the shareholders' register of the Company held by Euroclear Finland Ltd, has the right to participate in the General Meeting of Shareholders. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders' register of the Company.
A shareholder, who wants to participate in the General Meeting of Shareholders, must register for the meeting no later than April 6, 2018 at 10.00 a.m. by giving a prior notice of participation. Such notice can be given:
(a) In the Internet at herantis.com/AGM; or
(b) by regular mail to Herantis Pharma Plc, "Annual General Meeting", Bertel Jungin aukio 1, FI-02600, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business ID, address, telephone number and the name of a possible assistant or proxy representative. The personal data given to Herantis Pharma Plc is used only in connection with the General Meeting of Shareholders and with the processing of related registrations.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, i.e. on March 28, 2018, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd at the latest by April 6, 2018 by 10 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholders' register of the Company, the issuing of proxy documents and registration for the General Meeting of Shareholders from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders' register of the Company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting of Shareholders and exercise his/her rights at the Meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting of Shareholders.
When a shareholder participates in the General Meeting of Shareholders by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting of Shareholders.
Possible proxy documents should be delivered in originals to Herantis Pharma Plc, "Annual General Meeting", Bertel Jungin aukio 1, FI-02600, Finland before the last date for registration.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the Meeting.
On the date of this notice to the General Meeting of Shareholders, dated March 8, 2018, the total number of shares and votes in Herantis Pharma Plc is 4,918,305.
In Helsinki on March 8, 2018
HERANTIS PHARMA PLC
The Board of Directors
Herantis Pharma Plc, Pekka Simula, CEO, telephone: +358 40 7300 445
Company web site: www.herantis.com
Certified Advisor: UB Securities Ltd, telephone: +358 9 25 380 225
About Herantis Pharma Plc
Herantis Pharma Plc is an innovative drug development company focused on regenerative medicine for breakthrough in unmet clinical needs. Our first-in-class assets are based on globally leading scientific research in their fields: CDNF for disease modification in neurodegenerative diseases, primarily Parkinson's and ALS; and Lymfactin® for breast cancer associated lymphedema, with potential also in other lymphedemas. The shares of Herantis are listed on the First North Finland marketplace run by Nasdaq Helsinki stock exchange.