Annual General Meeting
An Annual General Meeting shall be held within six months after the end of each financial year. At the Annual General Meeting, the Board shall present the annual report and the auditor's report to the shareholders.
2024 Annual General Meeting
Shareholders of Faron Pharmaceuticals Ltd (the “Company”) are notified of the Annual General Meeting (the “AGM”) to be held on 5 April 2024 at 10:00 a.m. EEST (Finnish time) at Biocity, meeting room “Presidentti” at Tykistökatu 6, FI-20520 Turku, Finland. The registration of attendees and the distribution of voting slips will commence at the meeting venue at 9:30 a.m. EEST (Finnish time).
Links to the document relating to the meeting can be found below:
Notice of AGM
Board proposals
Charter of Shareholder's Nomination Board
Annual Report 2023
Privacy Policy
Important Dates:
| March 13, 2024 | AGM Invitation published | |
| March 22, 2024 | Record date of AGM | |
| March 27, 2024 | At 10 am EET | Registration on the nominee-registered shares into temporary shareholders' register |
| April 2, 2024 | At 10 am EEST | Registration ends |
| April 5, 2024 | At 10 am EEST | Annual General Meeting |
| April 19, 2024 | At the latest | Minutes of the meeting available |
INSTRUCTIONS FOR THE PARTICIPANTS
The right to participate and registration
Each shareholder who on the record date of the AGM, being 22 March 2024 is registered in the Company’s shareholders’ register held by Euroclear Finland Oy has the right to participate in the AGM. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the Company’s shareholders’ register. If you do not have a Finnish book-entry account, see section C.3 “Holder of nominee-registered shares (including depositary interest holders)”.
A shareholder who is registered in the Company’s shareholders’ register and who wants to participate in the AGM should register for the meeting by no later than 10:00 a.m. EEST (Finnish time) on Tuesday, 2 April 2024 by giving a prior notice of participation. The notice must be received before the end of the registration period. Notice of participation can be given:
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by email to [email protected] or
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by mail to Faron Pharmaceuticals Ltd, attn. Kaisa Kyttä, Joukahaisenkatu 6, FI-20520 Turku, Finland.
When registering, a shareholder shall state their name, personal identification number / business identity code, address, telephone number and the name of a possible proxy representative, legal representative or assistant and the personal identification number of the proxy representative or legal representative. The personal data given by shareholders to the Company are used only in connection with the AGM and the necessary processing of related registrations.
Shareholders, and their authorised representatives or proxy representatives should be able to prove their identity and/or right of representation at the meeting venue upon request.
Proxy representative and powers of attorney
Shareholders may participate in the AGM and exercise their rights at the meeting by way of proxy representation. A proxy representative must present a dated power of attorney or other reliable proof of their authority to represent the shareholder.
If a shareholder participates in the AGM by means of several proxy representatives, who represent the shareholder with shares held in different book-entry accounts, the shares represented by each proxy representative shall be identified when registering for the AGM.
The Company offers the possibility for shareholders to designate Yrjö Wichmann, VP, Financing & IR, as their proxy representative, to represent them at the AGM in accordance with shareholder’s voting instructions. Authorizing the designated proxy representative will not accrue any costs for the shareholder, excluding possible postal fees for proxy documents.
Possible proxy documents should be sent by email to [email protected] and in originals to Faron Pharmaceuticals Ltd, attn. Kaisa Kyttä, Joukahaisenkatu 6, FI-20520 Turku, Finland before the end of registration period by which time the proxy documents must be received.
In addition to providing proxy documents, the shareholder or their proxy representative must take care of registering for the AGM in the manner described in this notice.
Holder of nominee-registered shares (including depositary interest holders)
A holder of nominee-registered shares (including depositary interest holders) has the right to participate in the AGM by virtue of such shares based on which the holder would be entitled to be registered in the Company’s shareholders’ register held by Euroclear Finland Oy on the AGM’s record date of 22 March 2024.
Additionally, participation requires that the holder of nominee-registered shares is on the basis of such shares temporarily registered in the Company’s shareholders’ register held by Euroclear Finland Oy by 10:00 a.m. EEST (Finnish time) on Tuesday, 2 April 2024. As regards nominee-registered shares, this constitutes due registration for the AGM.
A holder of nominee-registered shares is advised to request the necessary instructions regarding temporary registration in the shareholders’ register, issuing of proxy documents and registration for the AGM from their custodian bank without delay. A holder of nominee-registered shares shall note that custodian banks may apply deadlines for the registration and the providing of voting instructions of holders of nominee-registered shares. The account management organisation of the custodian bank must register a holder of nominee-registered shares who wants to participate in the AGM to be temporarily entered into the Company’s shareholders’ register by the above-mentioned time.
Other instructions and information
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, shareholders who are present at the AGM are entitled to request information regarding the matters on the agenda of the AGM.
Changes in shareholding occurred after the record date of the AGM do not affect the right to participate in the AGM or the number of votes held by a shareholder.
On the date of this notice, 13 March 2024, the total number of shares and votes in the Company is 68,807,199.
The AGM shall be held in Finnish, partially translated into English.
Other Materials
2023 Extraordinary General Meeting
Shareholders of Faron Pharmaceuticals Ltd (the “Company”) are notified of the Extraordinary General Meeting to be held on 22 September 2023 at 9:00 a.m. EEST (Finnish time) at BioCity, meeting room “Ministeri” at Tykistökatu 6, FI-20520 Turku, Finland. The registration of attendees and the distribution of voting slips will commence at the meeting venue at 8:30 a.m. EEST (Finnish time).
Links to the document relating to the meeting can be found below:
Announcements after the EGM notice on September 1, 2023
Faron Appoints Interim Chief Medical Officer
Change in the Board of Directors
INSTRUCTIONS FOR THE PARTICIPANTS
The right to participate and registration
Each shareholder who on the record date of the Extraordinary General Meeting, being 12 September 2023, is registered in the Company’s shareholders register held by Euroclear Finland Oy has the right to participate in the Extraordinary General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the Company’s shareholders register. If you do not have a Finnish book-entry account, see section C3 “Holder of nominee-registered shares (including depositary interest holders)”.
A shareholder who is registered in the Company’s shareholders register and who wants to participate in the Extraordinary General Meeting should register for the meeting by no later than 10:00 a.m. EEST (Finnish time) on Tuesday, 19 September 2023 by giving a prior notice of participation:
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by email to [email protected] or
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by mail to Faron Pharmaceuticals Ltd, attn. Kaisa Kyttä, Joukahaisenkatu 6, FI-20520 Turku, Finland.
When registering, a shareholder shall state their name, personal identification number / business identity code, address, telephone number and the name of a possible proxy representative, legal representative or assistant and the personal identification number of the proxy representative or legal representative. The personal data given by shareholders to the Company are used only in connection with the Extraordinary General Meeting and the necessary processing of related registrations.
Shareholders, and their authorised representatives or proxy representatives should, when necessary, be able to prove their identity and/or right of representation.
Proxy representative and powers of attorney
Shareholders may participate in the Extraordinary General Meeting and exercise their rights at the meeting by way of proxy representation. A proxy representative must present a dated power of attorney or other reliable proof of their authority to represent the shareholder.
A shareholder may participate in the Extraordinary General Meeting by means of several proxy representatives, who represent the shareholder with shares held on different book-entry accounts. In such case, the shares represented by each proxy representative shall be identified when registering for the Extraordinary General Meeting.
Possible proxy documents should be sent by email to [email protected] and in originals to Faron Pharmaceuticals Ltd, attn. Kaisa Kyttä, Joukahaisenkatu 6, FI-20520 Turku, Finland before the end of registration period.
Holder of nominee-registered shares (including depositary interest holders)
A holder of nominee-registered shares (including depositary interest holders) has the right to participate in the Extraordinary General Meeting by virtue of such shares based on which the holder would be entitled to be registered in the Company’s shareholders register held by Euroclear Finland Oy on the Extraordinary General Meeting’s record date of 12 September 2023.
Additionally, participation requires that the holder of nominee-registered shares is temporarily registered in the Company’s shareholders’ register held by Euroclear Finland Oy by 10:00 a.m. EEST (Finnish time) on Tuesday, 19 September 2023. Temporary registration in the shareholders register shall be deemed to be a registration for the Extraordinary General Meeting.
Holders of nominee-registered shares are advised to request the necessary instructions regarding the temporary registration in the shareholders register, the issuing of proxy documents and registration for the General Meeting from their custodian bank without delay. A holder of nominee-registered shares shall note that custodian banks may apply deadlines for the registration and the providing of voting instructions of holders of nominee-registered shares. The account management organisation of the custodian bank shall notify a holder of nominee-registered shares who wants to participate in the Extraordinary General Meeting to be temporarily entered into the Company’s shareholders register by the above-mentioned time.
Other instructions and information
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, shareholders who are present at the Extraordinary General Meeting are entitled to request information regarding the matters addressed by the meeting.
On the date of this notice, 1 September 2023, the total number of shares and votes in the Company is 66 246 522 of which 85 149 shares are pending registration.
The Extraordinary General Meeting shall be held in Finnish, partially translated into in English.
Proxy template and voting instructions
2023 Annual General Meeting
The Annual General Meeting (the “AGM”) was held on March 24, 2023 at 9:00 a.m. EET (Finnish time) at BioCity, meeting room “Ministeri” at Tykistökatu 6, FI-20520 Turku, Finland. The registration of attendees and the distribution of voting slips commenced at the meeting venue at 8:30 a.m. EET (Finnish time).
Links to the document relating to the meeting can be found below:
Notice to the Annual General Meeting
Annex 1, Amended Option Plan 2019
Important Dates:
| March 3, 2023 | AGM Invitation published | |
| March 14, 2023 | Record date of AGM | |
| March 21, 2023 | At 10 am EET | Registration on the nominee-registered shares into temporary shareholders' register |
| March 21, 2023 | At 10 am EET | Registration ends |
| March 24, 2023 | At 09:00 EET | Annual General Meeting |
| April 6, 2023 | At the latest | Minutes of the meeting available |
INSTRUCTIONS FOR THE PARTICIPANTS
The right to participate and registration
Each shareholder who on the record date of the AGM, being March 14, 2023, is registered in the Company’s shareholders’ register held by Euroclear Finland Oy has the right to participate in the AGM. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the Company’s shareholders’ register. If you do not have a Finnish book-entry account, see section C3 “Holder of nominee-registered shares (including depositary interest holders)”.
A shareholder who is registered in the Company’s shareholders’ register and who wants to participate in the AGM should register for the meeting by no later than 10:00 a.m. EET (Finnish time) on Tuesday, March 21, 2023 by giving a prior notice of participation. The notice must be received before the end of the registration period. Notice of participation can be given:
- by email to [email protected] or
- by mail to Faron Pharmaceuticals Ltd, attn. Kaisa Kyttä, Joukahaisenkatu 6, FI-20520 Turku, Finland.
When registering, a shareholder shall state their name, personal identification number / business identity code, address, telephone number and the name of a possible proxy representative, legal representative or assistant and the personal identification number of the proxy representative or legal representative. The personal data given by shareholders to the Company are used only in connection with the AGM and the necessary processing of related registrations.
Shareholders, and their authorised representatives or proxy representatives should, when necessary, be able to prove their identity and/or right of representation at the meeting venue.
Proxy representative and powers of attorney
Shareholders may participate in the AGM and exercise their rights at the meeting by way of proxy representation. A proxy representative must present a dated power of attorney or other reliable proof of their authority to represent the shareholder.
If a shareholder participates in the AGM by means of several proxy representatives, who represent the shareholder with shares held on different book-entry accounts, the shares represented by each proxy representative shall be identified when registering for the AGM.
The Company offers the possibility for shareholders to designate Yrjö Wichmann, VP, Financing & IR as their proxy
representative, to represent them at the AGM in accordance with shareholder’s voting instructions. Authorizing the designated proxy representative will not accrue any costs for the shareholder, excluding possible postal fees for proxy documents.
Possible proxy documents should be sent by email to [email protected] and in originals to Faron Pharmaceuticals Ltd., attn. Kaisa Kyttä, Joukahaisenkatu 6, FI-20520 Turku, Finland before the end of registration period by which time the proxy documents must be received.
In addition to providing proxy documents, the shareholder or their proxy representative must take care of registering for the AGM in the manner described in this notice.
Holder of nominee-registered shares (including depositary interest holders)
A holder of nominee-registered shares (including depositary interest holders) has the right to participate in the AGM by virtue of such shares based on which the holder would be entitled to be registered in the Company’s shareholders’ register held by Euroclear Finland Oy on the AGM’s record date of March 14, 2023.
Additionally, participation requires that the holder of nominee-registered shares is on the basis of such shares temporarily registered in the Company’s shareholders’ register held by Euroclear Finland Oy by 10:00 a.m. EET (Finnish time) on Tuesday, March 21, 2023. As regards nominee-registered shares, this constitutes due registration for the AGM.
A holder of nominee-registered shares is advised to request the necessary instructions regarding the temporary registration in the shareholders’ register, the issuing of proxy documents and registration for the AGM from their custodian bank without delay. A holder of nominee-registered shares shall note that custodian banks may apply deadlines for the registration and the providing of voting instructions of holders of nominee-registered shares. The account management organisation of the custodian bank must register a holder of nominee-registered shares who wants to participate in the AGM to be temporarily entered into the Company’s shareholders’ register by the above-mentioned time.
Other Materials
2022 Extraordinary General Meeting
Shareholders of Faron Pharmaceuticals Ltd (the “Company”) are invited to attend the Extraordinary General Meeting to be held on July 7, 2022 at 9:00 a.m. (Finnish time) at the Radisson Blu Marina Palace Hotel, meeting room “Meri” at Linnankatu 32, 20100 Turku, Finland. The registration of attendees and the distribution of voting slips will commence at the meeting venue at 8:30 a.m. (Finnish time).
Links to the document relating to the meeting can be found below:
Board statement - Updated 28 June 2022
INSTRUCTIONS FOR THE PARTICIPANTS
The right to participate and registration
Each shareholder who on the record date of the Extraordinary General Meeting, being June 27, 2022, is registered in the Company’s shareholders register held by Euroclear Finland Oy has the right to participate in the Extraordinary General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the Company’s shareholders register.
A shareholder who is registered in the Company’s shareholders register and who wants to participate in the Extraordinary General Meeting should register for the meeting by no later than 4:00 p.m. (Finnish time) on Monday, July 4, 2022 by giving a prior notice of participation:
- by email to [email protected] or
- by mail to Faron Pharmaceuticals Ltd, attn. Kaisa Kyttä, Joukahaisenkatu 6, FI-20520 Turku, Finland.
When registering, a shareholder shall state their name, personal identification number / business identity code, address, telephone number and the name of a possible proxy representative or assistant and the personal identification number of the proxy representative. The personal data given by shareholders to the Company are used only in connection with the Extraordinary General Meeting and the necessary processing of related registrations.
Shareholders, and their authorised representatives or proxy representatives should, when necessary, be able to prove their identity and/or right of representation.
Proxy representative and powers of attorney
Shareholders may participate in the Extraordinary General Meeting and exercise their rights at the meeting by way of proxy representation. A proxy representative must present a dated power of attorney or other reliable proof of their authority to represent the shareholder.
A shareholder may participate in the Extraordinary General Meeting by means of several proxy representatives, who represent the shareholder with shares held on different book-entry accounts. In such case, the shares represented by each proxy representative shall be identified when registering for the Extraordinary General Meeting.
Possible proxy documents should be sent by email to [email protected] and in originals to Faron Pharmaceuticals Ltd, attn. Kaisa Kyttä, Joukahaisenkatu 6, FI-20520 Turku, Finland before the end of registration period.
Holder of nominee-registered shares (including depositary interest holders)
A holder of nominee-registered shares (including depositary interest holders) has the right to participate in the Extraordinary General Meeting by virtue of such shares based on which the holder would be entitled to be registered in the Company’s shareholders register held by Euroclear Finland Oy on the Extraordinary General Meeting’s record date of June 27, 2022.
Additionally, participation requires that the holder of nominee-registered shares is temporarily registered in the Company’s shareholders’ register held by Euroclear Finland Oy by 10:00 a.m. (Finnish time) on Monday, July 4, 2022. Temporary registration in the shareholders register shall be deemed to be a registration for the Extraordinary General Meeting.
Holders of nominee-registered shares are advised to request the necessary instructions regarding the temporary registration in the shareholders register, the issuing of proxy documents and registration for the General Meeting from their custodian bank without delay. A holder of nominee-registered shares shall note that custodian banks may apply deadlines for the registration and advance voting of holders of nominee-registered shares. The account management organisation of the custodian bank shall notify a holder of nominee-registered shares who wants to participate in the Extraordinary General Meeting to be temporarily entered into the Company’s shareholders register by the above-mentioned time.
Other instructions and information
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, shareholders who are present at the Extraordinary General Meeting are entitled to request information regarding the matters addressed by the meeting.
On the date of this notice, June 16, 2022, the total number of shares and votes in the Company is 53,257,032.
The Extraordinary General Meeting shall be held in Finnish and in English.
2022 Annual General Meeting
Shareholders of Faron Pharmaceuticals Ltd (the “Company”) are notified of the Annual General Meeting (the “AGM”) to be held on 22 April 2022 at 12:00 p.m. EEST (Finnish time). The meeting venue is Event Venue Eliel, Töölönlahdenkatu 2, Helsinki, Finland. The shareholders of the Company may participate in the AGM and exercise their shareholder rights only by voting in advance, by submitting counterproposals in advance and asking questions in advance in accordance with the instructions given in this notice and otherwise by the Company. It is not possible to participate in the AGM at the meeting venue.
The Board of Directors (the “Board”) has resolved on exceptional meeting procedures based on the temporary legislative act (375/2021, "Temporary Act") approved by the Finnish parliament on 7 May 2021. In order to prevent the spread of the COVID-19 pandemic, the AGM will be held without shareholders’ and their proxy representatives’ presence at the meeting venue. This is necessary in order to ensure the health and safety of the shareholders, employees and other stakeholders of the Company as well as to organize the AGM in a predictable way allowing equal means for shareholders to participate while also ensuring compliance with the restrictions set by the authorities from time to time. For these reasons, shareholders and their proxy representatives can participate in the AGM and use shareholder rights only by voting in advance, by submitting counterproposals in advance and by asking questions in advance. Further instructions can be found in part C of this notice (Instructions for the Participants).
The AGM can be followed on the Company’s website using this link. For registered shareholders, the link will also be sent via email address given during the registration.
Persons following the meeting in this manner are not considered participants in the AGM. Accordingly, shareholders will not have the possibility to address the meeting or participate in any vote, among other things, during the meeting. The webcast will be arranged only if it can be arranged in compliance with all regulatory rules and restrictions imposed by the authorities due to the COVID-19 pandemic.
The CEO of the Company will attend the meeting. The Chairman of the Board, the members of the Board, other management of the Company and the auditor will not attend the AGM.
Meeting materials
Notice to the Annual General Meeting
Proposals of the Board of Directors
Annual Report 2021 (including Financial Statements)
Results of Annual General Meeting 22 Apr 2022
Annual General Meeting presentation - CEO and CFO Watch the video
Important Dates:
| 25.3.2022 | AGM Invitation published | |
| 1.4.2022 | at 4 pm EEST | Deadline for a counterproposals to the proposed resolutions |
| 4.4.2022 | Possible counterproposals published at this website | |
| 4.4.2022 | at 12:00 EEST | Registration for the meeting and advance voting begins |
| 8.4.2022 | Deadline for presenting questions in advances | |
| 8.4.2022 | Record date of AGM | |
| 13.4.2022 | Responses to advance questions published at this website | |
| 19.4.2022 | at 10 am EEST | Registration and advance voting period ends, deadline for proxy documents |
| 19.4.2022 | at 10 am EEST | Registration on the nominee-registered shares into temporary shareholders' register |
| 22.4.2022 | at 12:00 EEST | Annual General Meeting (webcast available) |
| 6.5.2022 | at the latest | Minutes of the meeting available |
Other Materials and Links:
Registration and advance voting
2021 Annual General Meeting
Shareholders of Faron Pharmaceuticals Ltd (the “Company”) are notified of the Annual General Meeting (the “AGM”) to be held on April 23, 2021 at 2:00 p.m. EEST (Finnish time) at the premises of Inderes Ltd at Itämerentori 2, FI-00180 Helsinki, Finland. The shareholders of the Company may participate in the AGM and exercise their shareholder rights only by voting in advance, by submitting counterproposals in advance and asking questions in advance in accordance with the instructions given in the notice and otherwise by the Company. It is not possible to participate in the AGM at the meeting venue.
The Board of Directors (the “Board”) has resolved on exceptional meeting procedures based on the temporary legislation approved by the Finnish parliament, which entered into force on October 3, 2020. In order to prevent the spread of the COVID-19 pandemic, the AGM will be held without shareholders’ and their proxy representatives’ presence at the meeting venue. This is necessary in order to ensure the health and safety of the shareholders, employees and other stakeholders of the Company as well as to organize the AGM in a predictable way allowing equal means for shareholders to participate while also ensuring compliance with the current restrictions set by the authorities. For these reasons, shareholders and their proxy representatives can participate in the AGM and use shareholder rights only by voting in advance, by submitting counterproposals in advance and by asking questions in advance. Further instructions can be found in part C of the notice (“Instructions for the Participants”).
A holder of nominee-registered shares is advised to request necessary instructions regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the AGM from their custodian bank in good time. A holder of nominee-registered shares shall note that custodian banks may apply deadlines for the registration and advance voting of holders of nominee-registered shares.
The AGM can be followed on the Company's website. Persons following the meeting in this manner are not considered participants in the AGM. Accordingly, shareholders will not have the possibility to address the meeting or participate in any vote, among other things, during the meeting. The webcast will be arranged only if it can be arranged in compliance with all regulatory rules and restrictions imposed by the authorities due to the COVID-19 pandemic.
The CEO of the Company will attend the meeting. The Chairman of the Board, the members of the Board, other management of the Company and the Auditor will not attend the AGM.
Meeting materials:
Notice to the Annual General Meeting
Proposals of the Board of Directors
Annual Report 2020 (including Financial Statements)
Consolidated terms and conditions of the Option Plan 2015
Result of Annual General Meeting
Annual General Meeting presentation - CEO and CFO
Annual General Meeting presentation - CEO and CFO Watch the video
Important Dates:
| 25.3.2021 | AGM Invitation published | |
| 30.3.2021 | at 4 pm EEST | Deadline for a counterproposals to the proposed resolutions |
| 1.4.2021 | Possible counterproposals published at this website | |
| 1.4.2021 | at 12:00 EEST | Registration for the meeting and advance voting begins |
| 9.4.2021 | Deadline for presenting questions in advances | |
| 13.4.2021 | Record date of AGM | |
| 14.4.2021 | Responses to advance questions published at this website | |
| 19.4.2021 | at 10 am EEST | Registration and advance voting period ends |
| 20.4.2021 | at 10 am EEST | Registration on the nominee-registered shares into temporary shareholders' register |
| 23.4.2021 | Annual General Meeting (webcast available) | |
| 7.5.2021 | at the latest | Minutes of the meeting available |
Other Materials and Links:
Registration and advance voting
Advance voting form and voting instructions
Webcast (video stream link here)
2020 annual general meeting
Shareholders of Faron Pharmaceuticals Ltd. (the “Company”) are notified of the annual general meeting (the “AGM”) to be held on May 18, 2020 at 10:00 a.m. (Finnish time) at the offices of the Company at Joukahaisenkatu 6, 20520 Turku, Finland. The registration of attendees and the distribution of voting slips will commence at the meeting venue at 9:00 a.m. (Finnish time).
Due to the SARS-CoV-2 situation, the AGM will only be held if the number of participants at the meeting is low enough to allow the AGM to be conducted safely and in compliance with the regulations issued by the authorities. The Company encourages its shareholders to participate in the AGM by way of centralised proxy representation and to follow the AGM by webcast. The special arrangements are described in more detail under the heading “Other instructions and information” below.
Links to the documents relating to the meeting can be found below:
RNS Notice of Annual General Meeting
Option programme amendments:
INSTRUCTIONS FOR THE PARTICIPANTS
The right to participate and registration
Each shareholder who on the record date of the AGM, being 6 May 2020, is registered in the Company’s shareholders’ register held by Euroclear Finland Ltd (“Euroclear”) has the right to participate in the AGM. A shareholder whose shares are registered on their personal book-entry account is registered in the Company’s shareholders’ register.
A shareholder who is registered in the Company’s shareholders’ register and who wants to participate in the AGM should register for the meeting by no later than 4 p.m. (Finnish time) on Wednesday, 13 May 2020 by giving a prior notice of participation:
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by email to [email protected]; or
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by mail to Faron Pharmaceuticals Ltd, attn. Virve Nurmi, Joukahaisenkatu 6, FI-20520 Turku, Finland.
When registering, a shareholder shall state their name, personal identification number or business identity code, address, telephone number and the name of a possible proxy representative or assistant and the personal identification number of the proxy representative. In addition, the shareholder shall state whether they will follow the AGM by webcast. The personal data given by shareholders to the Company are used only in connection with the AGM and the necessary processing of related registrations.
Shareholders and their authorised representatives or proxy representatives should, when necessary, be able to prove their identity and/or right of representation.
Registrations submitted to the cancelled annual general meeting, convened to be held on 15 April 2020, will not be valid for this AGM. Therefore, the previously registered shareholders must re-register.
Following the AGM by webcast
The Company’s shareholders can follow the AGM by webcast. By following the meeting by webcast, a shareholder does not attend the meeting nor can use the right to request information in accordance with the Finnish Limited Liability Companies Act nor exercise their voting rights. A link to the webcast will be sent to all shareholders who have given notice of attendance to the meeting and provided their email address.
Shareholders may pose questions about the items on the agenda of the AGM by 4 p.m. (Finnish time), 13 May 2020 by sending email to [email protected]. The presentations by the Company will be prepared, to the extent possible, so that such questions will be answered.
Proxy representative and powers of attorney
Shareholders may participate in the AGM and exercise their rights at the meeting by way of proxy representation. A proxy representative must present a dated power of attorney or other reliable proof of their authority to represent the shareholder.
Due to the SARS-CoV-2 situation, the Company encourages its shareholders to participate in the AGM by way of a centralised proxy representation. Shareholders are able to exercise their voting rights at the AGM without physical presence through the centralised proxy representation service provided by the Company’s General Counsel Pessi Honkasalo. Shareholders who wish to participate in the AGM through authorising Dr Honkasalo as proxy representative are required to register to the AGM as specified in the AGM notice and deliver the proxy form, available above, to the Company before the end of registration period. Authorising Dr Honkasalo as proxy representative will not accrue any costs for the shareholder (excluding potential postal fees).
A shareholder may participate in the AGM by means of several proxy representatives who represent the shareholder with shares held on different book-entry accounts. In such case, the shares represented by each proxy representative shall be identified when registering for the AGM.
Proxy documents should be sent to Faron Pharmaceuticals Ltd, attn. Virve Nurmi, Joukahaisenkatu 6, FI-20520 Turku, Finland or by email to [email protected] before the end of registration period.
Holder of nominee-registered shares (including depositary interest holders)
A holder of nominee-registered shares (including depositary interest holders) has the right to participate in the AGM by virtue of such shares based on which the holder would be entitled to be registered in the Company’s shareholders’ register held by Euroclear on the AGM’s record date of 6 May 2020.
Additionally, participation requires that the holder of nominee-registered shares is temporarily registered in the Company’s shareholders’ register held by Euroclear by 10 a.m. (Finnish time) on Wednesday, 13 May 2020. Temporary registration in the shareholders’ register shall be deemed to be a registration for the AGM.
Holders of nominee-registered shares are advised to request the necessary instructions regarding the temporary registration in the shareholders’ register, the issuing of proxy documents and registration for the AGM from their custodian bank without delay. The account management organisation of the custodian bank shall notify a holder of nominee-registered shares who wants to participate in the AGM to be temporarily entered into the Company’s shareholders’ register by the above-mentioned time.
Other instructions and information
The AGM will be organised in compliance with the regulations issued by the Finnish authorities in response to SARS-CoV-2. Due to the SARS-CoV-2 situation, the Company intends to limit the amount of the physical participants of the AGM to the minimum. Developments in the SARS-CoV-2 situation and complying with the governmental regulations may even lead to a situation where the number of participants arriving at the meeting venue will need to be limited. The Company requests its shareholders to comply with the following instructions regarding the meeting that are aimed to enable organising the meeting in consideration of the health and the safety of the Company’s shareholders:
• All of the shareholders are asked to participate in the AGM by way of centralised proxy representation and to follow the AGM by webcas (see detailed provisions above).
• No food or refreshments will be served at the meeting.
• The AGM and all of the presentations, including the review by the CEO, will be kept as short as possible.
• The participation by the Board and management will be restricted to minimum.
Shareholders are asked to comply with authority regulations and recommendations for their own part. The Company takes the threat of SARS-CoV-2 seriously and is following the situation carefully. Developments in the SARS-CoV-2 situation may require other special arrangements to organise the AGM or even to postpone the AGM to a later date. The Company’s shareholders are asked to follow the Company’s announcements as well as this page for any possible changes or additional information.
Pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies Act, shareholders who are present at the AGM are entitled to request information regarding the matters addressed by the meeting.
As of 28 April 2020, the total number of shares and votes in the Company is 46,790,747.
The AGM shall be held in Finnish and in English.
2019 Extraordinary General Meeting
Shareholders of Faron Pharmaceuticals Ltd (the “Company”) are invited to attend the Extraordinary General Meeting to be held on October 25, 2019 at 10.00 a.m. (Finnish time) at the BioCity building, meeting room Manu at Tykistökatu 6, 20520 Turku, Finland. The registration of attendees and the distribution of voting slips will commence at the meeting venue at 9.00 a.m. (Finnish time).
Links to the document relating to the meeting can be found below:
INSTRUCTIONS FOR THE PARTICIPANTS
The right to participate and registration
Each shareholder who on the record date of the Extraordinary General Meeting, being October 15, 2019, is registered in the Company’s shareholders’ register held by Euroclear Finland Ltd. has the right to participate in the Extraordinary General Meeting. A shareholder whose shares are registered on their personal book-entry account is registered in the Company’s shareholders’ register.
A shareholder who is registered in the Company’s shareholders’ register and who wants to participate in the Extraordinary General Meeting should register for the meeting by no later than 4 p.m. (Finnish time) on Tuesday, October 22, 2019 by giving a prior notice of participation:
- by email to [email protected]; or
- by mail to Faron Pharmaceuticals Ltd, attn. Virve Nurmi, Joukahaisenkatu 6, FI-20520 Turku, Finland.
When registering, a shareholder shall state their name, personal identification number / business identity code, address, telephone number and the name of a possible proxy representative or assistant and the per-sonal identification number of the proxy representative. The personal data given by shareholders to the Company are used only in connection with the Extraordinary General Meeting and the necessary processing of related registrations.
Shareholders, and their authorised representatives or proxy representatives should, when necessary, be able to prove their identity and/or right of representation.
Proxy representative and powers of attorney
Shareholders may participate in the Extraordinary General Meeting and exercise their rights at the meeting by way of proxy representation. A proxy representative must present a dated power of attorney or other reliable proof of their authority to represent the shareholder.
A shareholder may participate in the Extraordinary General Meeting by means of several proxy representatives, who represent the shareholder with shares held on different book-entry accounts. In such case, the shares represented by each proxy representative shall be identified when registering for the Extraordinary General Meeting.
Possible proxy documents should be sent in originals to Faron Pharmaceuticals Ltd., attn. Virve Nurmi, Joukahaisenkatu 6, FI-20520 Turku, Finland before the end of registration period.
Holder of nominee-registered shares (including depositary interest holders)
A holder of nominee-registered shares (including depositary interest holders) has the right to participate in the Extraordinary General Meeting by virtue of such shares based on which the holder would be entitled to be registered in the Company’s shareholders’ register held by Euroclear Finland Ltd on the Extraordinary General Meeting’s record date of October 15, 2019.
Additionally, participation requires that the holder of nominee-registered shares is temporarily registered in the Company’s shareholders’ register held by Euroclear Finland Ltd by 10 a.m. (Finnish time) on Tuesday, October 22, 2019. Temporary registration in the shareholders’ register shall be deemed to be a registration for the Extraordinary General Meeting.
Holders of nominee-registered shares are advised to request the necessary instructions regarding the temporary registration in the shareholders’ register, the issuing of proxy documents and registration for the General Meeting from their custodian bank without delay. The account management organisation of the custodian bank shall notify a holder of nominee-registered shares who wants to participate in the Extraordi-nary General Meeting to be temporarily entered into the Company’s shareholders’ register by the above-mentioned time.
Other instructions and information
Pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies Act, shareholders who are present at the Extraordinary General Meeting are entitled to request information regarding the matters addressed by the meeting.
On the date of this notice, October 4, 2019, the total number of shares and votes in the Company is 39,355,247.
The Extraordinary General Meeting shall be held in Finnish and in English.
2019 annual general meeting
Shareholders of Faron Pharmaceuticals Ltd (the “Company”) are invited to attend the Annual General Meeting to be held on 28 May 2019 at 10.00 a.m. (Finnish time) at the BioCity building, Mauno Conference Center, address Tykistökatu 6, 20520 Turku, Finland. The registration of attendees and the distribution of voting slips will commence at the meeting venue at 9.00 a.m. (Finnish time).
Links to the document relating to the meeting can be found below:
INSTRUCTIONS FOR THE PARTICIPANTS
The right to participate and registration
Each shareholder who on the record date of the Annual General Meeting, being 16 May 2019, is registered in the Company’s shareholders’ register held by Euroclear Finland Ltd has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on their personal book-entry account is registered in the Company’s shareholders’ register.
A shareholder who is registered in the Company’s shareholders’ register and who wants to participate in the Annual General Meeting should register for the meeting by no later than 4 p.m. (Finnish time) on Thursday 23 May 2019 by giving a prior notice of participation:
- by email to [email protected]; or
- by mail to Faron Pharmaceuticals Ltd, attn. Virve Nurmi, Joukahaisenkatu 6, FI-20520 Turku, Finland.
When registering, a shareholder shall state their name, personal identification number / business identity code, address, telephone number and the name of a possible proxy representative or assistant and the personal identification number of the proxy representative. The personal data given by sharehold-ers to the Company are used only in connection with the Annual General Meeting and the necessary processing of related registrations.
Shareholder, and their authorised representatives or proxy representatives should, when necessary, be able to prove their identity and/or right of representation.
Proxy representative and powers of attorney
Shareholders may participate in the Annual General Meeting and exercise their rights at the meeting by way of proxy representation. A proxy representative must present a dated power of attorney or other reliable proof of their authority to represent the shareholder.
A shareholder may participate in the Annual General Meeting by means of several proxy representatives, who represent the shareholder with shares held on different book-entry accounts. In such case, the shares represented by each proxy representative shall be identified when registering for the Annual General Meeting.
Possible proxy documents should be sent in originals to Faron Pharmaceuticals Ltd, Joukahaisenkatu 6, FI-20520 Turku, Finland before the end of registration period.
Holder of nominee-registered shares (including depositary interest holders)
A holder of nominee-registered shares (including depositary interest holders) has the right to partici-pate in the Annual General Meeting by virtue of such shares based on which the holder would be enti-tled to be registered in the Company’s shareholders’ register held by Euroclear Finland Ltd on the Annual General Meeting’s record date of 16 May 2019.
Additionally, participation requires that the holder of nominee-registered shares is temporarily registered in the Company’s shareholders’ register held by Euroclear Finland Ltd by 10 a.m. (Finnish time) on Thursday 23 May 2019. Temporary registration in the shareholders’ register shall be deemed to be a registration for the Annual General Meeting.
Holders of nominee-registered shares are advised to request the necessary instructions regarding the temporary registration in the shareholders’ register, the issuing of proxy documents and registration for the General Meeting from their custodian bank without delay. The account management organisation of the custodian bank shall notify a holder of nominee-registered shares who wants to participate in the Annual General Meeting to be temporarily entered into the Company’s shareholders’ register by the above-mentioned time.
2018 Annual General Meeting
Shareholders of Faron Pharmaceuticals Ltd (the “Company”) are invited to attend the Annual General Meeting to be held on May 31, 2018 at 11 a.m. (Finnish time) at the BioCity building, Mauno Conference Center, address Tykistökatu 6, 20520 Turku, Finland. The registration of attendees and the distribution of voting slips will commence at the meeting venue at 10 a.m. (Finnish time).
Links to the document relating to the meeting can be found below:
INSTRUCTIONS FOR THE PARTICIPANTS
The right to participate and registration
Each shareholder who on the record date of the Annual General Meeting, being May 21, 2018, is registered in the Company’s shareholders’ register held by Euroclear Finland Ltd has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on his/her personal book-entry account is registered in the Company’s shareholders’ register.
A shareholder who is registered in the Company’s shareholders’ register and who wants to participate in the Annual General Meeting should register for the meeting by no later than 4 p.m. (Finnish time) on Monday May 28, 2018 by giving a prior notice of participation:
- by email to [email protected]; or
- by mail to Faron Pharmaceuticals Ltd, C/o Virve Nurmi, Joukahaisenkatu 6, FI-20520 Turku, Finland.
When registering, a shareholder shall state his/her name, personal identification number/business identity code, address, telephone number and the name of a possible proxy representative or assistant and the personal identification number of the proxy representative. The personal data given by shareholders to Faron Pharmaceuticals is used only in connection with the Annual General Meeting and the necessary processing of related registrations. The shareholder, his/her authorised representative or proxy representative should, when necessary, be able to prove his/her identity and/or right of representation.
Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative must present a dated power of attorney or other reliable proof of their authority to represent the shareholder.
A shareholder may participate in the Annual General Meeting by means of several proxy representatives, who represent the shareholder with shares held on different book-entry accounts. In such case, the shares represented by each proxy representative shall be identified when registering for the Annual General Meeting.
Possible proxy documents should be sent in originals to Faron Pharmaceuticals, Joukahaisenkatu 6, FI-20520 Turku, Finland, before the end of registration period.
Holder of nominee-registered shares (including depositary interest holders)
A holder of nominee-registered shares (including depositary interest holders) has the right to participate in the Annual General Meeting by virtue of such shares based on which the holder would be entitled to be registered in the Company’s shareholders’ register held by Euroclear Finland Ltd on the Annual General Meeting’s record date of May 21, 2018.
Additionally, participation requires that the holder of nominee-registered shares is temporarily registered in the Company’s shareholders’ register held by Euroclear Finland Ltd by 10 a.m. (Finnish time) on Monday, May 28, 2018. Temporary registration in the shareholders’ register shall be deemed to be a registration for the Annual General Meeting.
Holders of nominee-registered shares are advised to request the necessary instructions regarding the temporary registration in the shareholders’ register, the issuing of proxy documents and registration for the General Meeting from their custodian bank without delay. The account management organisation of the custodian bank shall notify a holder of nominee-registered shares, who wants to participate in the Annual General Meeting, to be temporarily entered into the Company’s shareholders’ register by the above-mentioned time.
2017 Annual General Meeting
Shareholders of Faron Pharmaceuticals Ltd are invited to attend the Annual General Meeting to be held on 16 May 2017 at 10 a.m. at the premises of the BioCity building, Mauno Conference Center, address Tykistökatu 6, 20520 Turku, Finland. The registration of attendees and the distribution of voting slips will commence at the meeting venue at 9 a.m.
Links to the document relating to the meeting can be found below:
Proposals of the Board to the AGM
INSTRUCTIONS FOR THE PARTICIPANTS
The right to participate and registration
Each shareholder who on the record date of the Annual General Meeting, being 4 May 2017, is registered in the Company’s shareholders’ register held by Euroclear Finland Ltd has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on his/her personal book-entry account is registered in the Company's shareholders’ register.
A shareholder who is registered in the Company's shareholders’ register and who wants to participate in the Annual General Meeting should register for the meeting by no later than 4 p.m. (Finnish time) on Thursday 11 May 2017 by giving a prior notice of participation:
- by email to [email protected]; or
- by mail to Faron Pharmaceuticals Ltd, C/o Virve Nurmi, Joukahaisenkatu 6, FI-20520 Turku, Finland.
When registering, a shareholder shall state his/her name, personal identification number / business identity code, address, telephone number and the name of a possible proxy representative or assistant and the personal identification number of the proxy representative. The personal data given by shareholders to Faron Pharmaceuticals is used only in connection with the Annual General Meeting and the necessary processing of related registrations.
The shareholder, his/her authorised representative or proxy representative should, when necessary, be able to prove his/her identity and/or right of representation.
Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative must present a dated power of attorney or other reliable proof of their authority to represent the shareholder.
A shareholder may participate in the Annual General Meeting by means of several proxy representatives, who represent the shareholder with shares held on different book-entry accounts. In such case, the shares represented by each proxy representative shall be identified when registering for the Annual General Meeting.
Possible proxy documents should be sent in originals to Faron Pharmaceuticals, Joukahaisenkatu 6, FI-20520 Turku, Finland, before the end of registration period.
Holder of nominee-registered shares (including depositary interest holders)
A holder of nominee-registered shares (including depositary interest holders) has the right to participate in the Annual General Meeting by virtue of such shares based on which the holder would be entitled to be registered in the Company’s shareholders’ register held by Euroclear Finland Ltd on the Annual General Meeting’s record date of 4 May 2017.
Additionally, participation requires that the holder of nominee-registered shares is temporarily registered in the Company’s shareholders’ register held by Euroclear Finland Ltd by 10 a.m. Finnish time on Thursday 11 May 2017. Temporary registration in the shareholders’ register shall be deemed to be a registration for the Annual General Meeting.
Holders of nominee-registered shares are advised to request the necessary instructions regarding the temporary registration in the shareholders’ register, the issuing of proxy documents and registration for the General Meeting from their custodian bank without delay. The account management organisation of the custodian bank shall notify a holder of nominee-registered shares, who wants to participate in the Annual General Meeting, to be temporarily entered into the Company’s shareholders’ register by the above-mentioned time.
2016 Annual General Meeting
Links to the document relating to the meeting can be found below: