Decisions of Herantis Pharma Plc's Annual General Meeting of shareholders and constitutive meeting of the Board of Directors
Herantis Pharma Plc
Company release, 23 April 2026 at 4:50 p.m. Eastern European Summer Time
Decisions of Herantis Pharma Plc's Annual General Meeting of shareholders and constitutive meeting of the Board of Directors
Herantis Pharma Plc's (the "Company") Annual General Meeting was held in Helsinki on Thursday, 23 April 2026. The Annual General Meeting decided upon the following:
Adoption of the financial statements
The Annual General Meeting adopted the consolidated financial statements and the parent company's financial statements for the financial year 1 January – 31 December 2025.
Profit / loss for the financial year
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 2025 and that the loss for the financial year shall be recorded to the profit and loss account.
Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 2025
The Annual General Meeting resolved to grant discharge from liability to the persons acting as members of the Board of Directors and as the CEO of the Company.
Resolution on the remuneration of the members of the Board of Directors and reimbursement of travel expenses
The Annual General Meeting resolved, in accordance with the proposal by the Shareholders' Nomination Committee, 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 19,000 annually for each member of the Board except for the Chair of the Board who shall be paid EUR 38,000 annually.
- The Chair 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 Chair 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.
The remuneration remains unchanged from the previous year.
Resolution on the number of the members and election of the 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, all current members of the Board of Directors, i.e., Timo Veromaa, Mats Thorén, Frans Wuite, Aki Prihti, and Hilde Furberg were re-elected as members of the Board of Directors.
Resolution on the remuneration of the Auditor
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.
Election of the Auditor
The Annual General Meeting resolved, in accordance with the proposal by the Board of Directors, to re-elect the firm of authorised public accountants PricewaterhouseCoopers Oy as the Company's auditor for a term ending at the end of the Company's next Annual General Meeting. PricewaterhouseCoopers Oy has notified the Company that APA Jonna Fabian will act as the principally responsible auditor.
Authorisation of the Board of Directors to decide on the issuance of shares
The Annual General Meeting resolved to authorise the Board of Directors to decide on the issuance of shares as follows:
The shares issued under the authorisation may be new shares or treasury shares. Under the authorisation, a maximum of 2,650,000 shares may be issued which corresponds to approximately 10 per cent of all the shares issued by the Company. The shares may be issued in one or more tranches.
The Board of Directors was authorised 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 thereto.
The authorisation does not invalidate any earlier authorisations entitling the Board of Directors to decide on share issues or issues of special rights entitling to shares.
The authorisation is valid until the close of the next Annual General Meeting, however no longer than until 30 June 2027.
Authorisation of the Board of Directors to decide on issuing option rights
The Annual General Meeting resolved to authorise the Board of Directors to resolve on issues of option rights pursuant to Chapter 10 of the Companies Act as follows:
A maximum of 600,000 share options and shares may be issued under the authorisation which corresponds to approximately two (2) per cent of all the shares issued by the Company. Option rights and other special rights entitling to shares may be issued in one or more tranches.
The option rights that may be issued under this authorisation along with previously issued option rights outstanding as of the date of the Annual General Meeting, will in aggregate entitle the option holders to subscribe for no more than 2,245,000 shares, corresponding to approximately eight (8) per cent of all the shares issued by the Company calculated on a fully diluted basis (i.e., the number of outstanding shares in the Company if all the abovementioned option rights were used to subscribe for shares).
Objective
The objective of the authorisation 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.
Eligibility
New employees are eligible for option grants upon joining the Company. Employees will be eligible for an annual option award on a discretionary basis, taking into account overall performance, competitiveness of terms, work responsibility, importance of retention, organisation level, and position. The Board of Directors will exercise discretion as to who will receive an equity award in any given year, based on recommendations made by the Remuneration Committee. The Board of Directors intends to grant awards under the plan on an annual basis. Board members are not eligible to participate.
Grant size and subscription price
The Remuneration Committee shall recommend to the Board the size of the overall option grant. The grant schedule will be determined, and reviewed, on the basis of market competitiveness of the equity component of the compensation package and the overall size of the available option and share pool approved by shareholders. The exercise price will correspond to 126 per cent of the volume weighted average share price of the Company's share during 10 trading days preceding the grant date. However, in no event shall the exercise price be lower than the subscription price of the Company's share in the Company's latest share issue against consideration (excluding share subscriptions based on option rights) preceding the option grant date.
Employee vesting schedule
Granted share options shall vest and become exercisable over a three-year period, with 1/3 on the first anniversary of the grant date, with an annual vesting of 1/3 during the second year after the grant date, and with an annual vesting of 1/3 during the third year after the grant date. The options expire five years after the grant date. In the case of termination of employment, the employee will not vest further share options beyond notice of termination. Unless special circumstances dictate otherwise, the terminated employee can, as a general rule, exercise vested options no later than the expiry of the first exercise period following the notice of termination (unless a later date has been resolved by the Board). Options not exercised prior to the above deadline will lapse.
The Board of Directors was authorised to resolve on all terms for the issuance of special rights entitling to shares. The granting of special rights entitling to shares may be directed, i.e., deviate from the pre-emptive subscription right of shareholders, provided that there is a weighty financial reason thereto.
The authorisation does not invalidate any earlier authorisations entitling the Board of Directors to decide on issues of special rights entitling to shares.
The authorisation is valid until the close of the next Annual General Meeting, however no longer than until 30 June 2027.
Decisions of the constitutive meeting of the Board of Directors
In its constitutive meeting held after the Annual General Meeting, the Board of Directors elected Timo Veromaa as Chair of the Board.
The Board of Directors also resolved on the composition of the Board Committees in its constitutive meeting.
Aki Prihti was elected as the Chair, and Mats Thorén and Hilde Furberg were elected as members of the Audit Committee.
Timo Veromaa was elected as the Chair and Frans Wuite was elected as member of the Remuneration Committee.
For more information, please contact:
Tone Kvåle, CFO
Tel: +47 915 19576
Email: ir@herantis.com
Certified Advisor:
UB Corporate Finance Ltd
Tel: +358 9 25 380 225
Email: ubcf@unitedbankers.fi
About Herantis Pharma Plc
Herantis Pharma Plc is a clinical-stage biotechnology company developing disease-modifying therapies for Parkinson’s disease. The Company’s lead product, HER-096, is a first-in-class small peptide that combines the neuroprotective mechanism of cerebral dopamine neurotrophic factor (CDNF), with the convenience of subcutaneous administration. In a Phase 1b clinical trial, HER-096 was shown to be generally safe and well tolerated in Parkinson’s disease patients. Herantis plans to advance HER-096 into a Phase 2 clinical trial in 2026 to evaluate efficacy, safety and tolerability in early-stage Parkinson’s patients.
Herantis Pharma is listed on the Nasdaq First North Growth Market Finland.
Company website: www.herantis.com