Herantis Pharma Oyj : Minutes of Herantis Pharma Plc’s extraordinary general meeting of shareholders November 17, 2023

HERANTIS PHARMA PLC

	Unofficial translation from
	the Finnish original
	Minutes 2/2023
	Business ID: 2198665-7
EXTRAORDINARY GENERAL MEETING
Time	17 November 2023, at 10:00 a.m. EET
Place	Studio Stage / Inderes, Itämerentori 2, Helsinki, Finland
Present	The shareholders represented at the meeting were the shareholders set out
	in the list of votes adopted at the meeting (schedule 3).
	In addition, the CEO Antti Vuolanto and the CFO Tone Kvåle and technical
	staff were present at the meeting.
1	OPENING OF THE MEETING
	CEO Antti Vuolanto opened the meeting.
2	CALLING THE MEETING TO ORDER
	Marko Vuori, attorney-at-law, was elected as the General Meeting Chair. The General
	Meeting Chair invited Markus Laine, LL.M., to act as a secretary and to keep the minutes.

The General Meeting Chair explained the procedures for addressing the matters on the agenda of the meeting and other practical arrangements related to the meeting.

The General Meeting Chair stated that shareholders registered in the shareholder register on the record date of the General Meeting, 7 November 2023, had had the opportunity to vote in advance on agenda items 6 and 7 of the General Meeting. Asset managers representing certain nominee-registered shareholders had also voted in advance. The General Meeting Chair described the votes cast in the advance voting and also noted that in accordance with the Finnish Companies Act, the proposals for decisions that had been subject to advance voting are deemed to have been presented without amendments at the General Meeting. It was noted that if voting was necessary during the meeting, the advance votes would be taken into account in the voting results.

It was noted that a summary list of the votes cast in advance was appended to the minutes as schedule 1.

The agenda of the meeting was adopted.

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3	ELECTION OF THE PERSON TO SCRUTINIZE THE MINUTES AND TO SUPERVISE
	THE COUNTING OF VOTES
	Henri Huttunen was elected as the scrutinizer of the minutes, and to supervise the
	counting of votes, if needed.
4	RECORDING THE LEGALITY OF THE MEETING
	It was noted that in accordance with the Section 6 of the Company's 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,
	and published on the Company's website or 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 27 October 2023. The record date of the meeting was
	7 November 2023.
	It was noted that the 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 convene the Extraordinary General Meeting was appended to the minutes
	as schedule 2.
5	RECORDING THE ATTENDANCE AT THE MEETING AND ADOPTION OF THE LIST
	OF VOTES
	It was noted that at the opening of the meeting, a total of 33 shareholders were present
	either physically at the meeting venue, via a remote connection or by voting in advance,
	representing a total of 9,969,559 shares and votes.
	The list of votes, based on the attendance at the opening of the meeting, was appended
	to the minutes as schedule 3.
6	AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON ISSUING
	SHARES

It was noted that following the release of the positive topline data from the Phase 1a clinical trial of HER-096 announced on 25 November 2023, the Board of Directors had decided to seek a share issuance authorization from the General Meeting, the purpose of which is to enable the collection of funds for further research and development work and general financing needs.

It was noted that the Board of Directors had thus proposed to the Extraordinary General Meeting that the Board of Directors be authorized 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 5,082,000 shares may be issued which corresponds to

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	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 recorded that in this agenda item, the advance votes from shareholders in favor of
	the proposal of the Board of Directors amounted to 8,000,465 votes (corresponding to
	approximately 91.1% of votes cast and approximately 80.2% of shares represented at the
	beginning of the meeting) and the number of opposing votes amounted to 778,300 votes.
	It was resolved to authorize the Board of Directors in accordance with the proposal.
7	AMENDING OF THE SECTION 6 OF THE ARTICLES OF ASSOCIATION
	It was noted that the Board of Directors had proposed to the Extraordinary General
	Meeting that section 6 ("Notice to the general meeting and notice of participation") so that
	the Board of Directors would be permitted to convene General Meetings of Shareholders

as virtual or hybrid meetings in accordance with Chapter 5, Section 16, Subsections 2 and 3 of the Finnish Companies Act. According to the proposal, section 6 would in its entirety read as follows:

6 § Notice to the general meeting and notice of participation

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

1. months before the meeting and however no later than nine (9) days before the record date for the General Meeting of Shareholders.

In order to attend the General Meeting of Shareholders the shareholder shall give advance notice of participation to the Company no later than the stated date in the notice to the General Meeting of Shareholders, which may at earliest be ten (10) days before the meeting.

The Board of Directors may decide that the General Meeting of Shareholders will be held without a meeting venue so that shareholders exercise their decision-making powers during the meeting in full and in real time using a remote connection and technical means (virtual meeting).

The Board of Directors may also decide that participation in the General

Meeting is also permitted so that a shareholder exercises their full

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decision-making powers during the General Meeting using a remote connection and technical means (hybrid meeting).

	It was recorded that in this agenda item, the advance votes from shareholders in favor of
	the proposal of the Board of Directors amounted to 7,251,296 votes (corresponding to
	approximately 82.6% of votes cast and abstaining votes and approximately 72.7% of
	votes represented at the beginning of the meeting), the number of opposing votes
	amounted to 1,494,529 votes and the number of abstaining votes was 32,940.
	It was resolved to amend the Articles of Association in accordance with the proposal.
8	CLOSING OF THE MEETING
	It was noted that all the items on the agenda of the Extraordinary General Meeting had

been handled and that minutes of the Meeting will be drawn up and will be available on the Company's website on 1 December 2023 at the latest.

The General Meeting Chair thanked all the participants on behalf of the Company and declared the Extraordinary General Meeting of Herantis Pharma Plc closed.

______________________________

signatures on the following page

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In fidem

Marko Vuori	Markus Laine
General Meeting Chair	Secretary

The minutes have been scrutinized and approved

Henri Huttunen

Scrutinizer

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SCHEDULES

Schedule 1 A summary list of votes cast in the advance voting

Schedule 2 Notice to the General Meeting

Schedule 3

The list of votes

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