HERANTIS PHARMA PLC

Minutes 1/2023

Business identity code: 2198665-7

ANNUAL GENERAL MEETING

Date

20 April 2023 at 10:00 a.m. (Eastern European Summer Time)

Place

Holiday Inn Helsinki City Centre, Elielinaukio 5, 00100 Helsinki

Present

The shareholders present or represented at the meeting were the

shareholders set out in the list of votes adopted at the meeting.

In addition, the Chair of the Board of Directors Timo Veromaa, CEO Antti

Vuolanto and members of the Management Team were present.

1

OPENING OF THE MEETING

The Chair of the Board of Directors Timo Veromaa opened the meeting.

2

CALLING THE MEETING TO ORDER

Attorney-at-law Marko Vuori was elected as the Chair of the meeting. The Chair called

Kalle Lipsanen (Master of Laws) to act as the secretary of the meeting.

Chair briefed the meeting on the procedures for the agenda items and other practical

arrangements for the meeting.

It was noted that voting instructions had been submitted by certain nominee registered

shareholders, which were presented by the Chair and appended to the minutes

(Appendix 1).

The agenda of the meeting was adopted.

3

ELECTION OF PERSON TO SCRUTINIZE THE MINUTES AND TO SUPERVISE THE

COUNTING OF VOTES

Henri Huttunen and Marko Berg were elected as persons to scrutinize the minutes and to

supervise, if necessary, the counting of votes.

4

RECORDING THE LEGALITY OF THE MEETING

It was noted that pursuant to Article 6 of the Articles of Association, the notice to the

General Meeting of Shareholders shall be delivered to each shareholder to the address or email address notified to the Company by the shareholder, published on the Company's

website, or published in a newspaper determined by the Board of Directors, at the earliest,

three (3) months before the meeting and however no later than nine (9) days before the

record date for the General Meeting of Shareholders.

It was noted that the notice to the meeting had been published through a company release

and on the Company's website on 28 March 2023. The record date of the meeting was 6

April 2023.

It was noted that the Annual General Meeting had been convened in accordance with the

provisions of the articles of association and the Finnish Companies Act and that the

meeting has a quorum to deal with the matters specified in the notice of meeting.

The notice to the meeting was appended to the minutes (Appendix 2).

5

RECORDING THE ATTENDANCE AT THE MEETING AND ADOPTION OF THE LIST

OF VOTES

It was recorded that at the beginning of the meeting a total of 15 shareholders were

present, representing a total of 4,591,450 shares and votes.

The list of votes of the meeting were appended to the minutes (Appendix 3).

6

PRESENTATION OF THE ANNUAL ACCOUNTS, THE REPORT OF THE BOARD OF

DIRECTORS AND THE AUDITOR'S REPORT FOR THE YEAR 2022

It was noted that the Company's Annual Report, including the financial statements, has

been available to shareholders on the Company's website as of 28 March 2023. Further,

copies of the financial statements have been sent to shareholders on request and have

also been available at the meeting.

CEO Antti Vuolanto presented the key figures of the financial statements. It was noted

that the financial statements for the year 2022 and the report of the Board of Directors

were presented and appended to the minutes (Appendix 4).

Chair of the Annual General Meeting presented the statement part of the audit report.

It was noted that the audit report was presented and appended to the minutes (Appendix

5)

7

CEO'S COMPANY PRESENTATION, REDUCTION OF EQUITY AND

CONSIDERATION OF RELATED MEASURES

CEO Antti Vuolanto presented the CEO's company presentation. It was noted that a report

pursuant to Chapter 20, Section 23 of the Companies Act was discussed regarding the

reduction of the Company's equity and the measures required to remedy the Company's

financial position. The CEO's company presentation was appended to the minutes

(Appendix 6).

8

ADOPTION OF THE ANNUAL ACCOUNTS

It was noted that the Auditor has certified in his statement that the financial statements

give a true and fair view of the Company's financial performance and financial position in

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accordance with the laws and regulations governing the preparation of financial

statements in Finland and comply with statutory requirements.

The Annual General Meeting adopted the consolidated financial statements and the

parent company's financial statements for the financial year 1 January - 31 December

2022.

9

PROFIT / LOSS FOR THE FINANCIAL YEAR

The Chair of the Annual General Meeting presented the Board of Directors' proposal.

The Annual General Meeting resolved, in accordance with the proposal by the Board of Directors, that no dividend will be paid for the financial year 1 January - 31 December 2022 and that the loss for the financial year shall be recorded to the profit and loss account.

  1. RESOLUTION ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CEO FROM LIABILITY FOR THE FINANCIAL YEAR 2022
    It was noted that during the financial year expired 31.12.2022, the members of the Board of Directors were Timo Veromaa, Hilde Furberg, James Phillips, Aki Prihti, Mats Thorén and Frans Wuite. Timo Veromaa has acted as Chair of the Board of Directors during the financial year.
    It was noted that Antti Vuolanto and Craig Cook (until 20 January 2022) have acted as the Company's CEO during the financial year expired on 31 December 2022. It was also noted that Frans Wuite has served as the Company's interim CEO.
    The Annual General Meeting resolved to grant discharge from liability to the persons acting in Board of Directors and as the CEO of the Company.
  2. RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND REIMBURSEMENT OF TRAVEL EXPENSES
    It was noted that Herantis Pharma Plc's Shareholders' Nomination Committee had proposed to the Annual General Meeting that the remuneration of the Board of Directors shall be as follows:
    • The remuneration payable to the members of the Board of Directors shall be EUR 18,000 annually for each member of the Board except for the Chairman of the Board who shall be paid EUR 36,000 annually.
    • The Chairman of the Audit Committee shall receive a fixed annual fee of EUR 8,000 and each member of the Audit Committee a fixed annual fee of EUR 4,000.
    • The Chairman of the Remuneration Committee shall receive a fixed annual fee of EUR 4,000 and each member of the Remuneration Committee a fixed annual fee of EUR 2,000.
    • Board members are also reimbursed reasonable travel expenses related to the duties of the Board of Directors.

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The Annual General Meeting decided to approve the Shareholders' Nomination Committee's proposal.

  1. RESOLUTION ON THE NUMBER OF THE MEMBERS AND ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS
    It was noted that Herantis Pharma Plc's Shareholders' Nomination Committee had proposed to the Annual General Meeting that the number of members of the Board of Directors shall be five (5).
    It was further noted that Herantis Pharma Plc's Shareholders' Nomination Committee had proposed to the Annual General Meeting that Timo Veromaa, Mats Thorén, Frans Wuite, Aki Prihti and Hilde Furberg be re-elected as members of the Board of Directors.
    In accordance with the proposal of the Shareholders' Nomination Committee, the Annual General Meeting resolved that the number of members of the Board of Directors shall be five (5).
    In accordance with the proposal of the Shareholders' Nomination Committee, of the current members of the Board of Directors, Timo Veromaa, Mats Thorén, Frans Wuite, Aki Prihti and Hilde Furberg were re-elected as members of the Board of Directors.
  2. RESOLUTION ON THE REMUNERATION OF AUDITOR
    It was noted that the Board of Directors had proposed to the Annual General Meeting that the Auditor be paid reasonable remuneration in accordance with the invoice approved by the Company.
    The Annual General Meeting resolved, in accordance with the proposal by the Board of Directors, that the Auditor be paid reasonable remuneration in accordance with the invoice approved by the Company.
  3. ELECTION OF AUDITOR
    It was noted that pursuant to Article 8 of the Articles of Association, an authorised auditing firm approved by the Central Chamber of Commerce shall be elected as the auditor for the Company. The term of office of the auditor expires at the end of the Annual General Meeting following its election.
    It was noted that the Board of Directors had proposed to the Annual General Meeting that the firm of authorised public accountants PricewaterhouseCoopers Oy, which has notified the Company that APA Panu Vänskä will act as the responsible auditor, be elected as the Auditor of the Company for a term ending at the end of the next Annual General Meeting. The proposed auditor has given their consent to the election.
    The Annual General Meeting resolved, in accordance with the proposal by the Board of Directors, to elect the firm of authorised public accountants PricewaterhouseCoopers Oy as auditor until the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has notified the Company that APA Panu Vänskä will act as the responsible auditor.

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  1. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON ISSUING SHARES
    It was noted that the Board of Directors had proposed to the Annual General Meeting that the Board of Directors be authorised to decide on the issuance of shares as follows:'
    The shares issued under the authorization may be new shares or treasury shares. Under the authorization, a maximum of 5,074,000 shares may be issued which corresponds to approximately 30 per cent. of all the shares issued by the Company. The shares may be issued in one or more tranches.
    The Board of Directors is authorized to resolve on all other terms and conditions of the share issue. The share issue may be directed i.e. deviate from the pre-emptive subscription right of shareholders, provided that there is a weighty financial reason.
    The proposed authorization does not invalidate any earlier authorizations entitling the Board of Directors to decide on share issues or issues of special rights entitling to shares.
    The authorization is valid until the close of next annual general meeting, however no longer than until 30 June 2024.
    It was noted that the Annual General Meeting had been informed that shareholders representing more than 1/3 of the shares represented in the meeting intend to vote against the proposal of the Board of Directors. The Annual General Meeting resolved to reject the proposal of the Board of Directors to authorise the Board of Directors to decide on issuing shares.
  2. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON ISSUING OPTION RIGHTS
    It was noted that the Board of Directors had proposed to the Annual General Meeting that the Annual General Meeting authorize the Board of Directors to decide on the issuance of option rights pursuant to Chapter 10 of the Companies Act as follows:
    A maximum of 300,000 share options and shares may be issued under the authorization, provided however that the number of share options so issued may not together with any option rights granted on the basis of the authorizations from previous General Meetings exceed 1,290,000 option rights in total. Option rights and other special rights entitling to shares may be issued in one or more tranches.
    The maximum amount of share options issued on the basis of this authorization and any other authorization granted by previous General Meetings may not exceed 10 per cent. of all the shares issued by the Company from time to time.
    Objective
    The objective of the authorization is to ensure that the employee option incentive program of the Company is aligned with international industry practices and thereby enables the Board to commit the existing and potential new key personnel into long-term value creation of the Company.

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Herantis Pharma Oyj published this content on 26 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2023 07:46:03 UTC.