Company release
Resolutions of
The Annual General Meeting approved the financial statements and discharged the Board of Directors and the CEO of the Company from liability for the financial year 2021. The Meeting decided that no dividend will be paid for the financial year that ended on
FINANCIAL STATEMENTS
The Annual General Meeting approved the financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial year 2021.
DIVIDEND
The Annual General Meeting decided that no dividend will be paid for the financial year that ended
HANDLING OF THE REMUNERATION POLICY FOR GOVERNING BODIES
The Annual General Meeting adopted the updated remuneration policy.
BOARD OF DIRECTORS
The Annual General Meeting confirmed the number of members of the Board of Directors to be four (4) and re-elected the current Board of Directors:
The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that the monthly remuneration payable to the members of the Board of Directors elected at the Annual General Meeting for the term until the end of the Annual General Meeting in 2023 be as follows:
EUR 10,000 per month for the Chairman of the Board of Directors;EUR 6,000 per month for the other members of the Board of Directors;EUR 3,000 per month for the Chairman of theAudit and Compensation Committee ; andEUR 2,000 per month for the other members of theAudit and Compensation Committee .
The Annual General Meeting resolved further that approximately 50% of the aforementioned remuneration be paid in Company's shares and approximately 50% be paid in cash, both in one instalment. The part of the remuneration paid in shares will be paid by either purchasing shares from the public market, or by transferring Company's own shares. The shares will be delivered to the Board members within two (2) weeks from the day following the publication of the Company's interim report for 1 January 2022-31 March 2022 or as soon as possible in accordance with applicable legislation. The Annual General Meeting also resolved that the travel expenses of the members of the Board of Directors are compensated in accordance with the Company's travel rules.
AUDITOR
The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that
AMENDMENT OF THE ARTICLES OF ASSOCIATION
The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that the following will be added to Articles 11 and 12 of the Articles of
To the Article 11:
"This Article 11 of the Articles of Association ceases to apply in its entirety in the event that the shares of the company are admitted to trading on a regulated market as referred to in Chapter 2, Section 5 of the Finnish Securities Markets Act. Thereafter, an obligation to notify major holdings and share of votes shall be determined in accordance with Chapter 9 of the Finnish Securities Markets Act."
To the Article 12:
"This Article 12 of the Articles of Association ceases to apply in its entirety in the event that the shares of the company are admitted to trading on a regulated market as referred to in Chapter 2, Section 5 of the Finnish Securities Markets Act. Thereafter, the procedure for a public offer and an obligation to make an offer shall be determined in accordance with Chapter 11 of the Finnish Securities Markets Act."
In addition, the Annual General Meeting resolved that Article 7 will be modified so that current wording "The shares of the company belong to the book-entry securities system after the expiry of the registration period decided by the Board of Directors" will be changed to form "The shares of the company belong to the book-entry securities system".
AUTHORISING THE BOARD OF DIRECTORS TO RESOLVE UPON THE REPURCHASE OF THE COMPANY'S OWN SHARES
The Annual General Meeting resolved that the Board of Directors be authorised to decide on the repurchase of the Company's own shares as follows:
The amount of shares to be repurchased shall not exceed 7,000,000 shares, which, after the issuance of new shares registered on
AUTHORISING THE BOARD OF DIRECTORS TO RESOLVE UPON THE DIRECTED ISSUANCE OF NEW SHARES AND SPECIAL RIGHTS
The Annual General Meeting resolved that the Board of Directors be authorised to decide on the issuance of shares and the issuance of special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act by one or several decisions as follows:
The amount of the shares to be issued pursuant to the authorization and the amount of the shares issued by virtue of the authorization to issue special rights entitling to shares would not exceed 7,000,000 shares, which, after the issuance of new shares registered on
The minutes of the Annual General Meeting will be available on the website of
For further information, please contact:
General Counsel
peter.hanninen@nanoform.com
+358 50 353 040
For investor relations queries, please contact:
Director of Investor Relations
hvh@nanoform.com
+46 7686 650 11
About Nanoform
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
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