Company release
Nanoform Finland Plc
April 16, 2024
13.40 Finnish time / 12.40 Swedish time
Resolutions of Nanoform Finland Plc’s Annual General Meeting on April 16, 2024
Nanoform Finland Plc (the “Company” or “Nanoform“) held its Annual General Meeting for 2024 on April 16, 2024 at the Company’s head office in Helsinki, Finland. 46 shareholders representing 47 689 036 shares and votes were represented at the meeting (60.79% of all outstanding shares and votes). The Annual General Meeting supported all the Board of Directors’ proposals.
The Annual General Meeting approved the financial statements and discharged the Board of Directors and the CEO of the Company from liability for the financial year 2023. The Meeting decided that no dividend will be paid for the financial year that ended on December 31, 2023, and authorized the Board of Directors to repurchase the Company’s own shares and to decide on the issuance of shares as well as special rights entitling to shares. The Meeting also approved the proposals of the Board of Directors regarding the members of the Board of Directors and their remuneration.
FINANCIAL STATEMENTS
The Annual General Meeting approved the financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial year 2023.
DIVIDEND
The Annual General Meeting decided that no dividend will be paid for the financial year that ended December 31, 2023.
BOARD OF DIRECTORS
The Annual General Meeting confirmed the number of members of the Board of Directors to be four (4) and re-elected the current Board of Directors: Miguel Calado (chairperson), Mads Laustsen (ordinary member), Jeanne Thoma (ordinary member), and Albert Hæggström (ordinary member).
The Annual General Meeting resolved 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 term until the end of the Annual General Meeting in 2025 be as follows:
- EUR 8,000 per month for the Chairman of the Board of Directors;
- EUR 5,000 per month for the other members of the Board of Directors;
- EUR 2,500 per month for the Chairman of the Audit and Compensation Committee; and
- EUR 1,500 per month for the other members of the Audit and Compensation Committee.
The Annual General Meeting resolved further that the remuneration will be paid in one (1) instalment during the term, after the publication of the interim report for the period 1 January 2024 – 31 March 2024.
The travel expenses of the members of the Board of Directors are compensated in accordance with the Company’s travel rules.
According to the Remuneration Policy adopted by the Company, the members of the Board of Directors are recommended to hold a certain number of shares in the Company. The Company recommends each board member to use approximately 50% of the aforementioned remuneration to subscribe for shares in the Company. Therefore, the members of the Board of Directors will be offered a possibility to subscribe for shares at a price corresponding to volume-weighted average share price over ten (10) trading days following the publication of the interim report of the Company for 1 January 2024 – 31 March 2024.
AUDITOR
The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that PricewaterhouseCoopers Oy will continue as the auditor of the Company, with Tomi Moisio as the auditor in charge. The auditor’s fee will be paid in accordance with a reasonable invoice approved by the Company.
AUTHORISING THE BOARD OF DIRECTORS TO RESOLVE UPON THE REPURCHASE OF THE COMPANY´S OWN SHARES
The Annual General Meeting resolved that the Board of Directors be authorised to decide on the repurchase of the Company’s own shares as follows:
The amount of shares to be repurchased shall not exceed 7,800,000 shares, which corresponds to approximately 9.9 % of all shares in the Company. The Company’s own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). The Company’s own shares can be repurchased using the unrestricted equity of the Company at a price formed in public trading on the date of the repurchase or otherwise at a price determined by the markets. The repurchased shares may be held by the Company for reissue, cancelled or transferred further. The Board of Directors decides on all other matters related to the repurchase of the Company’s own shares. The authorisation is effective until the beginning of the next Annual General Meeting.
AUTHORISING THE BOARD OF DIRECTORS TO RESOLVE UPON THE ISSUANCES OF NEW SHARES AND SPECIAL RIGHTS
The Annual General Meeting resolved that the Board of Directors be authorised to decide on the issuance of shares and the issuance of special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act by one or several decisions as follows:
The amount of the shares to be issued pursuant to the authorization and the amount of the shares issued by virtue of the authorization to issue special rights entitling to shares would not exceed 7,800,000 shares, which corresponds to approximately 9.9 % of all of the shares in the Company. The Board of Directors is authorized to decide on all the conditions of the issuance of shares and special rights entitling to shares, including the right to deviate from the pre-emptive right of shareholders to subscribe to shares to be issued and amount of consideration or on the issuance of shares or special rights free of charge. The authorisation is in force until 16 April 2029. The authorization does not replace or revoke previous unused authorizations of the Board of Directors to resolve on the issuance of shares, issuance of share options and issuance of other special rights entitling to shares.
The minutes of the Annual General Meeting will be available on the website of Nanoform Finland Plc as of April 30, 2024, at the latest.
For further information, please contact:
Peter Hänninen
General Counsel
+358 50 353 0408
For investor relations queries, please contact:
Henri von Haartman
Director of Investor Relations
+46 7686 650 11
About Nanoform
Nanoform is the medicine performance-enhancing company that leverages best-in-class innovative nanoparticle engineering technologies, expert formulation, and scalable GMP API manufacturing to enable superior medicines for patients. The company focuses on reducing clinical attrition and on enhancing drug molecules’ performance through its nanoforming technologies and formulation services, from pre-formulation to commercial scale. Nanoform will help improve bioavailability and drug delivery profiles, drive differentiation, patient adherence and extend the lifecycle potential of products. Nanoform’s shares are listed on the Premier-segment of Nasdaq First North Growth Market in Helsinki (ticker: NANOFH) and Stockholm (ticker: NANOFS). Certified Adviser: Carnegie Investment Bank AB (publ), +46 8-588 68 570. For more information, please visit www.nanoform.com.