TURKU, FI / ACCESS Newswire / May 4, 2026 / The annual general meeting ("AGM") of Faron Pharmaceuticals Ltd (LSE:FARN)(First North:FARON) took place in Turku, Finland, today 4 May 2026. Thirty-nine shareholders representing 46,850,172 shares and votes were represented in the meeting. The AGM approved all the proposals of the Board of Directors ("Board") and the Shareholder's Nomination Board, set out in the notice of the AGM published on 10 April 2026.
Decisions of the AGM
The AGM adopted the financial statements of the Company and resolved to discharge the members of the Board and the CEO of the Company from liability for the financial year 2025.
No dividend for the financial year 2025 will be paid, and the losses of the Company for the financial year, amounting to EUR 27.2 million (IFRS), will be carried forward to the reserve for invested unrestricted equity.
Composition and remuneration of the Board
The number of members of the Board was confirmed as six. Tuomo Pätsi, Marie-Louise Fjällskog, Christine Roth, Colin Bond and Juho Jalkanen were re-elected, and George Golumbeski was elected as a new member to the Board for a term that ends at the end of the next AGM.
The AGM resolved that the annual remuneration of the members of the Board remain unchanged and that EUR 35,000 will be paid to the Board members, in addition to which an annual remuneration of EUR 35,000 will be paid to the chair of the Board. In addition, a further annual remuneration of EUR 11,000 will be paid to the chair of the audit committee, a further annual remuneration of EUR 9,000 will be paid to the chair of the remuneration committee and a further annual remuneration of EUR 6,000 will be paid to the chair of the nomination committee. In addition, a further annual remuneration of EUR 6,000 will be paid to the audit committee members, a further annual remuneration of EUR 5,000 will be paid to the remuneration committee members and a further annual remuneration of EUR 3,000 will be paid to the nomination committee members.
Meeting fees will be paid to the Board members as follows:
a meeting fee of EUR 1,000 will be paid to Board members per Board meeting where the Board member was physically present, and which was held on another continent than the member's place of residence; and
no meeting fees will be paid to Board members who were attending a Board meeting but not physically present or for Board meetings held on the same continent than the member's place of residence.
In addition, all reasonable and properly documented expenses incurred in the performance of duties of the members of the Board would be compensated.
No remuneration will be paid based on the Board membership of the CEO of the Company or a person serving the Company under a full-time employment or service agreement.
Auditor
Audit firm PricewaterhouseCoopers Oy ("PwC") was re-elected as the Company's auditor. PwC has appointed Panu Vänskä, authorized public accountant (KHT), as the key audit partner. It was decided that the auditor be remunerated in accordance with the invoice approved.
Authorization to the Board to decide on the issuance of shares, options or other special rights entitling to shares
The Board was authorized to resolve by one or more decisions on issuances of shares, option rights or other special rights entitling to shares as referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, which authorisation contains the right to issue new shares or dispose of the Company's treasury shares held by the Company. The authorisation consists of up to forty million (40,000,000) new shares in the aggregate (including shares to be received based on option rights or other special rights), which corresponds to approximately twenty-five (25) per cent of the existing shares and votes in the Company (as of the date of this notice) and approximately twenty (20) per cent of the existing shares and votes in the Company after the completion of the rights offering in which a total of eighty million (80,000,000) new shares will be issued, as well as the conveyance of up to the same maximum number (80,000,000) of treasury shares held by the Company. Further, should the Board resolve to issue option rights or other special rights entitling to treasury shares held by the Company, the same authorisation could be used to issue the afore-mentioned up to forty million (40,000,000) new shares in the aggregate to the Company itself without consideration (to be further issued as shares from treasury or as shares to be received based on such option rights or other special rights). The authorisation will not exclude the Board's right to decide on the issuance of shares, option rights or other special rights entitling to shares in deviation from the shareholders' pre-emptive rights.
The Board was authorised to resolve on all other terms and conditions of the issuance of shares, option rights or other special rights entitling to shares.
The authorisation will be valid until 30 June 2027 and will not revoke the authorisations granted to the Board by the Extraordinary General Meeting on 2 March 2026 or the Annual General Meeting on 21 March 2025 to resolve on issuances of shares, option rights or other special rights entitling to shares.
Establishment of a new stock option 2026 plan
The AGM resolved to issue stock options to the personnel of the Company and its subsidiaries and to the members of the Board of Directors of the Company in accordance with the terms and conditions of the stock options 2026 ("Terms"), free of charge. In addition, the AGM authorised the Board to resolve on the implementation and administration of the stock options 2026, including the authority to interpret the Terms, adopt country-specific appendices, resolve on the allocation of stock options to personnel, and make any technical changes to the Terms as considered necessary. The maximum total number of stock options to be issued is 9,000,000, entitling their holders to subscribe for a maximum of 9,000,000 new shares in the Company or shares held by the Company.
Minutes of the AGM
The minutes of the AGM will be available on the Company's website on 18 May 2026 at the latest.
For more information please contact:
Cairn Financial Advisers LLP, Nominated Advisor and Broker
Sandy Jamieson, Jo Turner
Phone: +44 (0) 207 213 0880
Sisu Partners Oy, Certified Adviser on Nasdaq First North
Juha Karttunen
Phone: +358 (0)40 555 4727
Jukka Järvelä
Phone: +358 (0)50 553 8990
About Faron Pharmaceuticals Oy
Faron (AIM: FARN, First North: FARON) is a global, clinical-stage biopharmaceutical company, focused on tackling cancers via novel immunotherapies. Its mission is to bring the promise of immunotherapy to a broader population by uncovering novel ways to control and harness the power of the immune system. The Company's lead asset is bexmarilimab, a novel anti-Clever-1 humanized antibody, with the potential to remove immunosuppression of cancers through targeting myeloid cell function. Bexmarilimab is being investigated in Phase I/II clinical trials as a potential therapy for patients with hematological cancers in combination with other standard treatments and as a monotherapy in last line solid cancers. Further information is available at www.faron.com.
SOURCE: Faron Pharmaceuticals
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