September 1, 2020 at 1:00 p.m. Finnish time
Resolutions of Nanoform Finland Plc’s Extraordinary General Meeting and Board of Directors on September 1, 2020.
Nanoform Finland Plc’s Extraordinary General Meeting, held on September 1, 2020 approved the remuneration policy for the company’s governing bodies.
The Board of Directors
The Extraordinary General Meeting resolved that the Board of Directors consists of four members. Cynthia Schwalm was elected as a new member of the Board of Directors (the “New Board Member”). Miguel Calado, Albert Hæggström and Mads Laustsen will continue as members of the Board of Directors.
It was resolved that the monthly remuneration of the New Board Member Cynthia Schwalm is EUR 1,666. The travel expenses of the New Board Member are compensated in accordance with the company’s travel rules. In addition, the New Board Member will be issued special rights entitling to shares as referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act, that entitle the new board member to subscribe a maximum of 59,726 shares in the company, as described below.
Issue of special rights
The Extraordinary General Meeting resolved to issue special rights, entitling to shares as referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act to the New Board Member, on the following terms:
- The total number of options rights to be issued is at most 59,726;
- The option rights entitle the New Board Member to subscribe for a maximum of 59,726 shares;
- The option rights are issued without payment;
- The subscription right may not be transferred;
- The subscription period of the option rights commences immediately and is in force until October 1, 2020. The options are subscribed by signing an option agreement;
- Each option right entitles the option holder to subscribe for new ordinary shares of the company;
- The subscription period for shares based on the option rights shall commence from the registration of the stock options to the Trade Register and is in force until April 7, 2025;
- The subscription price of the shares subscribed with the option is EUR 5.00 per share. The payment period for the shares commences immediately and is in force until April 7, 2025; and
- The condition for approving the subscription of the options is that the party entitled to subscribe for the options, sign an option agreement.
The detailed terms and conditions of the options rights have been published on August 6, 2020 as part of the notice to the Extraordinary General Meeting.
The stock options are issued in order to commit the New Board Member of the company. 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 aggregated theoretical market value of the issued stock options is estimated at EUR 85 thousand, which is 59,726 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 4.55, stock option exercise price EUR 5.00, maturity 5 years, risk-free interest rate 0.01 percent and volatility 40 percent. The calculation of the market value takes into account that the targets set for the share subscription may not be met.
The minutes of the General Meeting will be available on the website of Nanoform Finland Plc at https://nanoform.com/en/extraordinary-general-meeting-2020/ as of September 15, 2020, at the latest.
Decision by the Board of Directors on the composition of its Audit and Compensation Committee
The Board of Directors elected Cynthia Schwalm as a member of the Audit and Compensation Committee. Miguel Calado (Chair) and Mads Laustsen will continue as members of the Audit and Compensation Committee.
NANOFORM FINLAND PLC
Board of Directors
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Nanoform is an innovative nanoparticle medicine enabling company. Nanoform works together with pharma and biotech partners globally to reduce attrition in clinical trials and enhance their molecules’ formulation performance through its nanoforming services. The Company’s patented and scalable Controlled Expansion of Supercritical Solutions (CESS®) technology produces nanoformed API particles as small as 10nm. This enables poorly soluble molecules in the pharmaceutical pipeline to progress into clinical development by increasing their rate of dissolution and by improving their bioavailability. Nanoform’s unique technology provides novel opportunities in many value-enhancing drug delivery applications.
For more information please visit http://www.nanoform.com