Finland money

Nanoform Finland Plc Annual General Meeting Resolutions April 12, 2022

Company press release

Nanoform Finland Plc

April 12, 2022

12:30 p.m. finnish time / 11:30 a.m. Swedish time

Resolutions of Nanoform Finland Plc’s Annual general meeting on April 12, 2022

Nanoform Finland Plc (the “Company” or “Nanoform”) held its Annual General Meeting for 2022 on April 12, 2022 at the registered office of the Company at Helsinki, Finland under special arrangements due to the COVID-19 pandemic. 55 shareholders representing 56,078,641 shares and votes were represented at the meeting (72% of all shares and votes outstanding). The General Assembly supported all the proposals of the Board of Directors.

The General Meeting approved the accounts and discharged the Board of Directors and the Company’s Chief Executive Officer for the 2021 financial year. The Meeting decided that no dividend will be paid for the financial year ended December 31, 2021 and authorized the Board of Directors to buy back the Company’s own shares and to decide on the issue of shares as well as specific rights giving right to the shares. The Meeting also approved the proposals of the Board of Directors concerning the composition of the members of the Board of Directors and their remuneration.

FINANCIAL STATE

The Annual General Meeting approved the annual accounts and discharged the members of the Board of Directors and the CEO from all liability for the 2021 financial year.

DIVIDEND

The General Meeting decided that no dividend will be paid for the financial year ended December 31, 2021.

DEALING WITH THE REMUNERATION POLICY OF GOVERNING BODIES

The General Meeting adopted the updated remuneration policy.

BOARD OF DIRECTORS

The Annual General Meeting confirmed the number of members of the Board of Directors at four (4) and re-elected the current Board of Directors: Miguel Calado (President), Mads Laustsen (ordinary member), Jeanne Thomas (ordinary member) and Albert Hæggström (ordinary member).

The Annual General Meeting has decided in accordance with the proposal of the Board of Directors that the monthly remuneration payable to the members of the Board of Directors elected at the Annual General Meeting for the mandate until the end of the Annual General Meeting in 2023 as follows:

  • €10,000 per month for the Chairman of the Board of Directors;
  • €6,000 per month for the other members of the Board of Directors;
  • €3,000 per month for the Chairman of the Audit and Remuneration Committee; and
  • €2,000 per month for the other members of the Audit and Remuneration Committee.

The Annual General Meeting further resolved that approximately 50% of the aforementioned remuneration be paid in shares of the Company and approximately 50% be paid in cash, both in a single payment. The part of the compensation paid in shares will be paid either by purchasing shares on the public market, or by selling the Company’s own shares. The shares will be delivered to the directors within two (2) weeks from the day following the publication of the half-yearly report of the Company for the period from January 1, 2022 to March 31, 2022 or as soon as possible in accordance with the applicable legislation. The General Meeting also decided that the travel expenses of the members of the Board of Directors are compensated in accordance with the travel rules of the Company.

LISTENER

The General Assembly decided, on the proposal of the Board of Directors, that PricewaterhouseCoopers Oy will continue his duties as statutory auditor of the Company, with Tomi Moisio as lead auditor. The auditor’s fees will be paid in accordance with a reasonable invoice approved by the Company.

AMENDMENT OF STATUTES

The General Meeting decided, on the proposal of the Board of Directors, to add to Articles 11 and 12 of the Articles of Association the following: Society Association:

In clause 11:

“This article 11 of the articles of association ceases to apply in its entirety in the event that the shares of the company are admitted to trading on a regulated market as referred to in Chapter 2, Section 5 of the Finnish Securities Markets Act Subsequently, an obligation to notify significant holdings and voting share is determined in accordance with Chapter 9 of the Finnish Securities Markets Act.”

In clause 12:

“This article 12 of the articles of association ceases to apply in its entirety in the event that the shares of the company are admitted to trading on a regulated market as referred to in Chapter 2, Section 5 of the Finnish Securities Markets Act Thereafter, the procedure for a public offer and the obligation to make an offer are determined in accordance with Chapter 11 of the Finnish Securities Markets Act.”

In addition, the Annual General Meeting has decided that Article 7 will be amended so that the current wording “The shares of the company belong to the system of dematerialized securities after the expiry of the registration period decided by the board of directors“will be changed into form”The shares of the company belong to the dematerialized securities system“.

AUTHORIZING THE BOARD OF DIRECTORS TO RESOLVE THE BUYBACK OF THE COMPANY’S OWN SHARES

The General Meeting decided to authorize the Board of Directors to decide on the buyback of the Company’s own shares as follows:

The amount of shares to be redeemed may not exceed 7,000,000 shares which, after the issue of new shares listed on the March 23, 2022, corresponds to approximately 9.0% of all shares of the Company. Own shares can be bought back other than in proportion to the shareholders’ participation (directed buyback). Own shares may be bought back using the Company’s free equity at a price established on the stock exchange on the date of the buyback or, failing that, at a price determined by the markets. Redeemed shares may be held for reissue, cancellation or transfer at a later date. The Board of Directors decides on all other issues relating to the buyback of own shares. The authorization is valid until the opening of the next General Meeting.

AUTHORIZING THE BOARD OF DIRECTORS TO RESOLVE THE DIRECTED ISSUE OF NEW SHARES AND SPECIAL RIGHTS

The Annual General Meeting resolved that the Board of Directors is authorized to decide on the issue of shares and special rights giving entitlement to shares referred to in Chapter 10, Section 1 of the Finnish Liability Companies Act limited by one or more decisions as follows:

The amount of shares to be issued pursuant to the authorization and the amount of shares issued pursuant to the authorization to issue special rights giving right to shares would not exceed 7,000,000 shares which, after issuance of new shares listed on the March 23, 2022, corresponds to approximately 9.0% of all the Company’s shares. The Board of Directors is authorized to set all the conditions for the issue of shares and specific rights giving right to the shares, including the right to derogate from the shareholders’ preferential subscription right to the subscription of the shares to be issued and their remuneration or on the free issue of shares or special rights. The authorization is in effect until April 12, 2027. The authorization replaces and cancels all previous unused authorizations from the Board of Directors to decide on the issue of shares, the issue of stock options and the issue of other special rights giving right to shares.

The minutes of the General Meeting will be available on the website of Nanoform Finland Plc from April 26, 2022at the latest.

For more information, please contact:

Peter Hanninen

General Counsel

[email protected]

+358 50 353 040

For investor relations matters, please contact:

Henry von Haartman

Investor Relations Director

[email protected]

+46 7686 650 11

About Nanoform

Nanoform is an innovative company promoting nanoparticle medicine. Nanoform works with pharmaceutical and biotechnology partners around the world to bring hope to patients in the development of new and improved medicines using Nanoform’s platform technologies. The Company is focused on reducing clinical attrition and improving the performance of drug molecules through its nanoforming technologies and formulation services. Nanoform’s capabilities include GMP manufacturing, and its services span the small and large molecule development space with a focus on addressing key drug solubility and bioavailability issues and enabling new drug applications. administration of drugs. Nanoform shares are listed on the Premier Segment of the Nasdaq First North Growth Market in helsinki (symbol: NANOFH) and stockholm (symbol: NANOFS). Certified Advisor: Danske Bank A/S, Finland Branch, +358 40 562 1806. For more information, please visit http://www.nanoform.com

https://news.cision.com/nanoform/r/resolutions-of-nanoform-finland-plc-s-annual-general-meeting-on-april-12–2022,c3545066

https://mb.cision.com/Main/18905/3545066/1563360.pdf

(c) Decision 2022. All rights reserved., sources Press Releases – English