Notice to the Annual General Meeting of Herantis Pharma Plc
Herantis Pharma Plc Notice to general meeting 30 March 2026 at 15:15 EEST
Notice to the Annual General Meeting of Herantis Pharma Plc
The shareholders of Herantis Pharma Plc (the "Company") are invited to the Annual General Meeting, which will be held on Thursday 23 April 2026, commencing at 2.00 p.m. (Eastern European Summer Time) at FLIK Event Studio Eliel in Sanomatalo at Töölönlahdenkatu 2, FI-00100 Helsinki, Finland. The reception of those registered for the meeting starts at 1.30 p.m. (Eastern European Summer Time) at the meeting venue. Instructions to the shareholders can be found below in this notice in section C "Instructions for the participants of the Annual General Meeting".
The Annual General Meeting will be held as a hybrid meeting in accordance with Chapter 5, Section 16, Subsection 2 of the Finnish Companies Act. As an alternative to participating in the Annual General Meeting at the meeting venue, shareholders can fully exercise their rights during the meeting also via remote connection. Instructions for remote participation are presented in this notice under section C "Instructions for the participants of the Annual General Meeting".
Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are presented in this notice under section C "Instructions for the participants of the Annual General Meeting".
Shareholders can ask questions referred to in Chapter 5, Section 25 of the Finnish Companies Act about the matters to be discussed at the meeting, also in writing before the meeting. Instructions for submitting written questions are presented in this notice under section C "Instructions for the participants of the Annual General Meeting".
A Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor's Report for the year 2025
CEO's Company presentation.
The Financial Statements, the Report of the Board of Directors and the Auditor's Report are available at Herantis Pharma Plc's website at https://herantis.com/ as from 30 March 2026 at the latest.
7. Adoption of the Financial Statements
8. Profit / Loss for the financial year
The Board of Directors proposes to the Annual General Meeting that no dividend be distributed 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.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 2025
10. Resolution on the remuneration of the members of the Board of Directors and reimbursement of travel expenses
The Shareholders' Nomination Committee proposes to the Annual General Meeting 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 proposed remuneration remains unchanged from the previous year.
11. Resolution on the number of the members and election of the members of the Board of Directors
The Shareholders' Nomination Committee proposes to the Annual General Meeting that the number of members of the Board of Directors shall be five (5).
The Shareholders' Nomination Committee further proposes that all current members of the Board of Directors, i.e., Timo Veromaa, Mats Thorén, Frans Wuite, Aki Prihti, and Hilde Furberg shall be re-elected as members of the Board of Directors.
12. Resolution on the remuneration of the Auditor
The Board of Directors proposes that the Auditor be paid reasonable remuneration in accordance with the invoice approved by the Company.
13. Election of the Auditor
The Board of Directors proposes that Authorised Public Accountants PricewaterhouseCoopers Oy be re-elected 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 would act as the principally responsible auditor.
14. Authorisation of the Board of Directors to decide on the issuance of shares
The Board of Directors proposes that the Annual General Meeting 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 is 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 proposed 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.
15. Authorisation of the Board of Directors to decide on the issuance of option rights
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on the issuance of option rights pursuant to Chapter 10 of the Finnish 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, would 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 is 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 proposed 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.
16. Closing of the meeting
B Documents of the Annual General Meeting
This notice of meeting, containing all the proposals of the Board of Directors and of the Shareholders' Nomination Committee on the agenda of the Annual General Meeting, is available on Herantis Pharma Plc's website at https://herantis.com/investors/general-meetings/. The 2025 Financial Statements, Report of the Board of Directors, and the Auditor's Report are also available on the abovementioned website. The proposed resolutions and other documents mentioned above will also be available for inspection at the Annual General Meeting. A copy of the Annual Report will be sent to shareholders upon request.
The minutes of the meeting will be available on the abovementioned website as from 7 May 2026 at latest.
C Instructions for the participants of the Annual General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder being registered on the record date of the Annual General Meeting 13 April 2026 in the shareholders' register of the Company held by Euroclear Finland Oy 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 shareholders' register of the Company.
Registration to the Annual General Meeting and advance voting commences on 31 March 2026 at 10.00 a.m. (Eastern European Summer Time). A shareholder, who wants to participate in the Annual General Meeting, must register for the meeting by giving a prior notice of participation no later than 16 April 2026 at 4.00 p.m. (Eastern European Summer Time) by which time the registration must be submitted. Such notice can be given:
(a) by e-mail by submitting the registration form or corresponding information to agm@innovatics.fi;
(b) by regular mail, by sending the registration form or corresponding information to the address Innovatics Ltd, General Meeting / Herantis Pharma Plc, Ratamestarinkatu 13 A, FI-00520, Helsinki, Finland; or
(c) via the Company's website at https://herantis.com/investors/general-meetings/. Electronic registration requires strong identification of the shareholder or their legal representative or proxy representative with a Finnish, Swedish or Danish bank ID or mobile certificate.
The registration form will be available on the Company's website at https://herantis.com/investors/general-meetings/ on 31 March 2026 at 10.00 a.m. (Eastern European Summer Time) at the latest.
When registering, the shareholder must provide the requested information, such as the shareholder's name, date of birth or business ID, telephone number and email address as well as the name and date of birth as well as a telephone number or an email address of a possible assistant or proxy representative. In addition, the shareholder shall inform whether the shareholder or his/her representative will participate in the Annual General Meeting at the meeting place or via a remote connection. The personal data given to Herantis Pharma Plc is used only in connection with the Annual General Meeting and with the processing of related registrations.
The shareholder and his/her representative or proxy representative must be able to prove their identity and/or right of representation at the meeting place, if necessary.
Further information on registration and advance voting is available by telephone during the registration period of the Annual General Meeting by calling Innovatics Ltd at +358 10 2818 909 on weekdays from 9.00 a.m. to 12.00 p.m. and from 1.00 p.m. to 4.00 p.m. (Eastern European Summer Time).
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she would on the record date of the Annual General Meeting, i.e., on 13 April 2026 be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by 20 April 2026 by 10.00 a.m. (EEST). As regards nominee registered shares this constitutes due registration for the Annual General Meeting. Changes in the ownership of shares after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting nor the number of votes of the shareholder.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders' register of the Company, the issuing of proxy documents and voting instructions, registration for the Annual General Meeting as well as remote participation and advance voting from his/her custodian bank. The account management organisation of the custodian bank shall temporarily register a holder of nominee registered shares, who wishes to participate in the Annual General Meeting, into the shareholders' register of the Company at the latest by the time stated above, and if necessary, see to advance voting on behalf of the nominee registered shareholder prior to the end of the registration period for nominee registered shareholders.
A holder of nominee registered shares of the Company who has registered for the Annual General Meeting may also, if he/she so wishes, participate in the Annual General Meeting in real time via telecommunication connection and a technical device. In order to participate in the Annual General Meeting in real time, in addition to being registered in the temporary register of shareholders of the Company, it is necessary to submit the shareholder's email address and telephone number and, if required, the proxy document and other documents necessary to prove the right to be a representative by regular mail to Innovatics Ltd, Annual General Meeting / Herantis Pharma Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi before the end of the registration period for holders of nominee registered shares, so that the shareholder can be sent a participation link and a password to participate in the Annual General Meeting. If the holder of nominee registered shares has authorised his/her proxy representative to vote in advance on his/her behalf, the votes thus cast will be taken into account as votes cast in advance by the holder of nominee registered shares at the Annual General Meeting, unless the holder of nominee registered shares votes otherwise at the Annual General Meeting.
3. Proxy representatives 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 may also vote in advance as described in this notice. A proxy representative must identify to the electronic registration and voting service at https://herantis.com/investors/general-meetings/ personally via strong identification, after which they will be able to register and vote on behalf of the shareholder they represent.
A proxy representative must always present a dated proxy document at the time of registration or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. A template proxy document and voting instructions will be made available at the Company's website at https://herantis.com/investors/general-meetings/ as of the beginning of the registration and advance voting period at the latest.
As an alternative to the conventional proxy document, shareholders that are legal entities may use the suomi.fi e-Authorisations service to authorise a proxy representative. The proxy representative will be appointed in the suomi.fi service at www.suomi.fi/e-authorizations (proxy form "Representation at the General Meeting"). In the General Meeting service, the proxy holder will have to identify themselves with strong identification when registering, after which the electronic proxy will be automatically verified. Strong identification is carried out by using online Bank IDs or mobile certificates. For more information on e-Authorisations, please visit www.suomi.fi/e-authorizations.
When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares on different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Proxy documents should be delivered preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Ltd, General Meeting / Herantis Pharma Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi before the last date for registration, by which time the proxy documents must be received. In addition to delivering the proxy documents, the shareholder or his/her proxy shall ensure that he/she registers for the Annual General Meeting in the manner described above in this notice.
4. Remote participation in the meeting
A shareholder who has the right to participate in the Annual General Meeting can participate in the meeting and use his/her rights in full during the meeting in real time not only by participating in the Annual General Meeting at the meeting venue but also via remote connection.
The shareholder's or proxy representative's notification of participation in the Annual General Meeting via remote connection is binding, and the shareholder or proxy representative does not have the right to change the method of participation or participate in the meeting at the meeting place after the registration period has expired. However, the shareholder's representative's notification of participation via remote connection does not limit the right of the shareholder's other representatives to participate in the meeting at the meeting place.
A shareholder or proxy representative who has registered to participate in the Annual General Meeting at the meeting venue can change their participation to remote participation. There is no need to separately inform the Company about this. Remote participation takes place via the remote participation link sent to the phone number and/or email address provided when registering for the Annual General Meeting.
The remote connection to the Annual General Meeting is provided through Inderes Plc's virtual general meeting service on the Videosync platform, which includes a video and audio connection to the Annual General Meeting. Using the remote connection does not require paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound reproduction and a microphone for asking oral questions or speaking turns. To participate, it is recommended to use the latest versions of the most common browser programs in use.
The participation link and password for remote participation will be sent by email and/or text message to the email address and/or mobile phone number provided during registration to all those shareholders registered for the Annual General Meeting no later than on the day before the meeting. Therefore, even shareholders who have registered to participate physically in the Annual General Meeting can, if they wish, participate in the Annual General Meeting remotely via telecommunication. It is recommended to log into the meeting system well in advance of the meeting's start time.
For more information on the general meeting service, additional instructions for proxies representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions can be found here: https://vagm.fi/support. The link to test the compatibility of a computer, smartphone or tablet and the network connection can be found at https://b2b.inderes.com/knowledge-base/compatibility-testing. It is recommended that you familiarise yourself with the more detailed participation instructions before the start of the Annual General Meeting.
5. Advance voting
Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during the time period from 31 March 2026 at 10.00 a.m. (Eastern European Summer Time) to 16 April 2026 at 4.00 p.m. (Eastern European Summer Time) in the following ways:
(a) by email, by sending the registration and advance voting form or corresponding information to agm@innovatics.fi;
(b) by mail, by sending the registration and advance voting form or corresponding information to the address Innovatics Ltd, General Meeting / Herantis Pharma Plc, Ratamestarinkatu 13 A, FI-00520, Helsinki, Finland; or
(c) via the Company's website at https://herantis.com/investors/general-meetings/. Login to the service is done in the same way as for registration, as described in section C.1 of this notice.
The registration and advance voting form will be available on the Company's website at https://herantis.com/investors/general-meetings/ on 31 March 2026 at 10.00 a.m. (Eastern European Summer Time) at the latest.
A shareholder's advance votes must be received by the Company by the time advance voting ends. Sending in a duly populated advance voting form as set out above will be deemed to constitute both registration for the Annual General Meeting and voting in advance, provided that the abovementioned information required for registration is provided.
Unless shareholders voting in advance are present at the meeting in person or by remote connection or by way of proxy representation, they will not be able to use their rights under the Finnish Companies Act to request a vote or present questions at the Annual General Meeting, and if decision proposals have changed after the beginning of the advance voting period, their possibility to vote on a such item may be restricted.
The account management organisation of the custodian bank shall see to advance voting on behalf of nominee registered shareholders. The account management organisation may vote in advance on behalf of the nominee registered shareholders it represents in accordance with these voting instructions during the registration period for nominee registered shareholders.
An agenda item subject to advance voting is considered to have been presented at the Annual General Meeting unchanged. The advance voting form will be available on the Company’s website at https://herantis.com/investors/general-meetings/ as of the beginning of the advance voting period at the latest.
6. Other instructions and information
The language of the Annual General Meeting is Finnish.
A shareholder who is present at the Annual General Meeting has the right to present questions referred to in Chapter 5, Section 25 of the Finnish Companies Act with respect to the matters to be considered at the meeting.
Shareholders may also present questions referred to in Chapter 5, Section 25 of the Finnish Companies Act with respect to the matters to be considered at the meeting until 16 April 2026 also by email to agm@herantis.com or by mail to the address Herantis Pharma Plc, "Annual General Meeting", Bertel Jungin aukio 1, FI-02600 Espoo, Finland. The Company's management generally responds to such questions presented in advance in writing at the Annual General Meeting. A shareholder shall present adequate proof of their shareholding in connection with presenting questions.
Coffee and light refreshments will be served before the start of the Annual General Meeting.
The meeting venue is easily accessible by public transportation. Shareholders arriving by car are kindly advised that any parking expenses shall be paid at their own cost.
Changes in shareholding after the record date of 13 April 2026 do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
On the date of this notice to the Annual General Meeting, the total number of shares and votes in Herantis Pharma Plc is 26,503,817. The Company does not hold any treasury shares on the date of this notice to the General Meeting of Shareholders.
In Helsinki 30 March 2026
HERANTIS PHARMA PLC
The Board of Directors
For more information, please contact:
Tone Kvåle, CFO
Tel: +47 915 19576
Email: ir@herantis.com
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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 is listed on the Nasdaq First North Growth Market Finland.
Company website: www.herantis.com