Company release

Nanoform Finland Plc

November 17, 2021

03:00 p.m. Finnish time / 02:00 p.m. Swedish time

Resolutions of Nanoform Finland Plc’s Extraordinary General Meeting on November 17, 2021

The Board of Directors

Nanoform Finland Plc’s Extraordinary General Meeting, held on November 17, 2021, resolved that the Board of Directors consists of four members. Jeanne Thoma was elected as a new member of the Board of Directors (the “New Board Member”). Miguel Calado (chairperson), Albert Hæggström (ordinary member) and Mads Laustsen (ordinary member) continue as members of the Board of Directors.

It was resolved that the monthly remuneration of the New Board Member Jeanne Thoma 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 38,630 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:

  1. The total number of options rights to be issued is at most 38,630;
  2. The option rights entitle the New Board Member to subscribe for a maximum of 38,630 shares;
  3. The option rights are issued without payment;
  4. The option rights or subscription right relating thereto may not be transferred;
  5. The subscription period of the option rights commences immediately and is in force until 17 December 2021. The options are subscribed by signing an option agreement substantially in the form attached to this release (Appendix 1);
  6. The detailed terms and conditions of the options rights are attached to this release (Appendix 2). Each option right entitles the option holder to subscribe for new ordinary shares of the company;
  7. 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 6 April 2026;
  8. The subscription price of the shares subscribed with the option is EUR 9.00 per share. The payment period for the shares commences immediately and is in force until 6 April 2026; and
  9. The condition for approving the subscription of the options is that the party entitled to subscribe for the options, sign an option agreement substantially in the form of the option agreement attached to this release (Appendix 1).  

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 85,000, which is 38,630 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 7.54, stock option exercise price EUR 9.00, maturity 5 years, risk-free interest rate 0.01 percent and volatility 40 percent.

The minutes of the Extraordinary General Meeting will be available on the website of Nanoform Finland Plc at https://nanoform.com/en/extra-general-meeting-2021/ as of December 1, 2021, at the latest.

NANOFORM FINLAND PLC

Board of Directors

ADDITIONAL INFORMATION

Peter Hänninen

General Counsel

Tel. +358 50 353 0408

Email: peter.hanninen@nanoform.com

Henri von Haartman

Director of Investor Relations

Tel. +358 29 370 0150

Email: hvh@nanoform.com

Nanoform in brief

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 40 744 1900.

For more information please visit http://www.nanoform.com