Nanoform Finland Plc
April 6, 2021
11:00 a.m. Finnish time / 10:00 a.m. Swedish time
Resolutions of Nanoform Finland Plc’s Annual General Meeting on April 6, 2021
Nanoform Finland Plc held its Annual General Meeting for 2021 on April 6, 2021 at the company’s head office in Helsinki, Finland under special arrangements due to the COVID-19 pandemic. 39 shareholders representing 44,117,610 shares and votes were represented at the meeting (61% 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 2020. The Meeting decided that no dividend will be paid for the financial year that ended on December 31, 2020 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.
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 2020.
The Annual General Meeting decided that no dividend will be paid for the financial year that ended December 31, 2020.
BOARD OF DIRECTORS
The Annual General Meeting resolved to confirm the number of members of the Board of Directors to be four (4) and re-elected the current Board of Directors: Miguel Calado (chairperson), Cynthia Schwalm (ordinary member), Mads Laustsen (ordinary member), and Albert Hæggström (ordinary member).
The Annual General Meeting decided to keep the annual remuneration of the Board of Directors at the same level as during the previous term, so that the Chairman of the Board be paid EUR 3,333 per month as remuneration and the other members of the Board of Directors be paid EUR 1,666 per month for the board work as remuneration and that the travel expenses of the members of the Board of Directors are compensated in accordance with the company’s travel rules.
The Annual General Meeting resolved to issue special rights entitling to shares as referred to in Chapter 10 Section 1 of the Finnish Companies Act to the members of the Board of Directors so that the total number of the issued options rights is at most 450,000. The option rights entitle the Chairperson of the Board of Directors to subscribe maximum of 150,000 shares and the other members of the Board of Directors to each subscribe maximum of 100,000 shares. Each option right entitles the option holder to subscribe for one new ordinary shares of the company for a subscription price of EUR 9.00 per share. The subscription price represents approximately 30 percent more than the most recent closing price preceding the Annual General Meeting. The total subscription price of the shares shall be paid to the company’s fund for invested own free equity.
The stock options are issued in order to commit the members of the Board of Directors to the company and therefore, there is a weighty financial reason from the company’s point of view to issue stock options as provided in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act.
The theoretical market value of the program is estimated at approximately EUR 0.8 million, which is 450,000 times the value of one stock option. The value of one stock option has been calculated using the Black-Scholes option pricing model. The following assumptions have been used to determine the value of the option: share price EUR 6.95, stock option exercise price EUR 9.00, maturity 5 years, risk-free interest rate 0.01 percent and volatility 40 percent.
The subscription period for shares based on the option rights shall commence from the registration of stock options to the Trade Register and ends on April 6, 2026.
The stock options entitle to subscribe for shares during the subscription period in accordance with the subscription schedule agreed in the option agreement between Nanoform and each option holder so that all issued stock options entitle option holders to subscribe for shares at the latest on April 6, 2022. If the option holder’s employment or service relationship or membership in the Board of Directors with Nanoform or a company within the same group as Nanoform terminates, any stock options, for which the subscription period, as may be separately agreed with the option holder, has not commenced; or in the absence of such agreement, all stock options, shall become void immediately as from the date of the notice of termination regarding the relationship without compensation and for all such stock options for which the subscription period has commenced, the option holder must subscribe for shares in Nanoform with such stock options within 90 days from the notice of termination of the relationship, following which any remaining stock options shall become void without compensation, unless otherwise resolved by the Board of Directors of Nanoform.
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 7,000,000 shares, which corresponds to approximately 9.7 % of all shares in the company. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). 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 for reissue, cancelled or transferred further. The Board of Directors decides on all other matters related to the repurchase of own shares. The authorisation is effective until the beginning of the next Annual General Meeting.
AUTHORISING THE BOARD OF DIRECTORS TO RESOLVE UPON THE DIRECTED ISSUANCE 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 7,000,000 shares, which corresponds to approximately 9.7 % 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 April 6, 2026. The authorization replaces and revokes all 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 20, 2021, at the latest.
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Nanoform is an innovative nanoparticle medicine enabling company. Nanoform works together with pharma and biotech partners globally to provide hope for patients in developing new and improved medicines utilizing Nanoform’s platform technologies. The company focuses on reducing clinical attrition and on enhancing drug molecules’ performance through its nanoforming technologies and formulation services. Nanoform’s capabilities include GMP manufacturing, and its services span the small to large molecule development space with a focus on solving key issues in drug solubility and bioavailability and on enabling novel drug delivery applications. 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: Danske Bank A/S, Finland Branch, +358 40 562 1806. For more information please visit http://www.nanoform.com.