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2015-04-09

Herantis Pharma Oyj: Decisions of Herantis Pharma Plc's Annual General Meeting of shareholders

Decisions of Herantis Pharma Plc's Annual General Meeting of shareholders

Herantis Pharma Plc
Company release 9 April 2015 at 5:00 PM

The Annual General Meeting of Shareholders of Herantis Pharma Plc was held in
Helsinki on Thursday, 9 April 2015.

1 Matters pertaining to the Annual General Meeting

The Annual General Meeting adopted the consolidated financial statements and
the parent company's financial statements for the financial year 2014 and
discharged the members of the Board of Directors and the CEO from liability.
The Annual General Meeting of Shareholders decided that, as proposed by the
Board of Directors, no dividend be paid for the financial year 1 January - 31
December 2014 and that the loss for the financial year shall be entered in
the compilation of loss.

The number of the members of the Board of Directors was confirmed as five (5)
members. Pekka Mattila, James Phillips, Aki Prihti, Timo Veromaa, and Frans
Wuite were re-elected as Board members.

The Annual General Meeting resolved that the remuneration payable to the
members of the Board of Directors shall be EUR 1,000 per month except for the
Chairman of the Board who shall be paid EUR 2,000 monthly. It was further
resolved that the board members shall also be eligible to subscribe to stock
options of option program 2014 I, according to the rules of which the board
members can be given stock options for each full 12 month period as a Board
member.

The Annual General Meeting decided that the Auditor will be paid reasonable
remuneration in accordance with the invoice approved by the Company.

The firm of authorised public accountants PricewaterhouseCoopers Oy was
appointed as Herantis Pharma Plc's Auditor for the term ending at the end of
the next Annual General Meeting of Shareholders, with APA Martin Grandell as
the responsible auditor.

2 Amendment of the Articles of Association

The General Meeting of Shareholders decided that the current paragraph 4
regarding the Board of Directors and paragraph 7 regarding the book-entry
system of the Articles of Association will be amended as follows:

"4 § The board of directors of the company shall consist of four (4) to six
(6) ordinary members. The term of office of the members of the board of
directors shall continue for the time being. A deputy member may be elected
for each member of the board of directors personally."

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"7 § The shares in the company are held in the book-entry system."

In addition, the General Meeting of Shareholders decided that a new paragraph
5 regarding the General Meeting of Shareholders and paragraph 6 regarding the
notice to the General Meeting of Shareholders and the advance registration
will be added to the Articles of Association with the following content and
the numbering of the Articles of Association will be changed to sequential:

"5 § The Annual General Meeting of Shareholders shall be held annually within
six months of the end of the financial period on a date set by the Board of
Directors in the domicile of the Company.

At the Annual General Meeting of Shareholders, the following shall be decided
on:

* the adoption of the financial statements and, if the Company is a parent
company, also the adoption of the consolidated financial statements;
* the use of the profit shown on the balance sheet;
* the discharge of the members of the Board of Directors and the possible CEO
from liability;
* the number of members of the Board of Directors and possible deputy members
of the Board of Directors, if necessary;
* the remuneration of the members of the Board of Directors and the auditors
and reimbursement of travel expenses;

the following shall be appointed:

* the members of the Board of Directors and possible deputy members of the
Board of Directors, if necessary;
* the auditor;

the following shall be dealt with:

* any other issues referred to in the notice to the General Meeting of
Shareholders."

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"6 § 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 (3)
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."

3 Authorisation of the Board of Directors to decide on share issue as well as
option rights and other special rights entitling to shares

The General Meeting of Shareholders authorised, in order to ensure the capital
structure and working capital needs of the Company and if needed, to be used
in connection with the Company's incentive program, the Board of Directors to
decide on share issue as well as issue of option rights and other special
rights entitling to shares, pursuant to Chapter 10 of the Companies Act as
follows:

The shares issued under the authorisation are new shares of the Company. Under
the authorisation, a maximum of 400,000 shares, which corresponds to slightly
less than 10 percent of all of the shares in the Company, can be issued. The
shares or other special rights entitling to shares can be issued in one or
more tranches.

Under the authorisation, the Board of Directors may resolve upon issuing new
shares to the Company itself. However, the Company, together with its
subsidiaries, cannot at any time own more than 10 percent of all its
registered shares.

The Board of Directors is authorised to resolve on all terms for the share
issue and granting of the special rights entitling to shares. The Board of
Directors is authorised to resolve on a directed share issue and issue of the
special rights entitling to shares in deviation from the shareholders'
pre-emptive right, provided that there is a weighty financial reason for the
Company to do so.

The proposed authorisation invalidates the authorisation resolved on 29 April
2014 at the General Meeting of Shareholders and registered on 1 May 2014 on
the basis of which the Board of Directors is entitled to decide on a share
issue of maximum 3,000,000 shares. The here proposed authorisation however,
do not invalidate the authorisation resolved on 29 April 2014 at the General
Meeting of Shareholders and registered on 1 May 2014, which has been given
for a specific purpose and on the basis of which the Board of Directors has
been entitled to decide on a share issue of maximum 32,311 shares or the
authorisation resolved on 29 April 2014 at the General Meeting of
Shareholders and registered on 13 May 2014 with regards to the issue of
option rights.

The authorisation is valid for five (5) years from the decision of the General
Meeting of Shareholders.

HERANTIS PHARMA PLC

Further information:

Herantis Pharma Plc, Pekka Simula, CEO, telephone: +358 40 7300 445
Company web site:www.herantis.com

Certified Advisor: UB Capital Oy, telephone: +358 9 2538 0225

About Herantis Pharma Plc

Herantis Pharma Plc is a pharmaceutical company specialised in new drug
research and development. The company focuses on diseases with an unmet
clinical need. These diseases include for example dry eye syndrome,
Parkinson's disease, and secondary lymphedema. We believe our drugs are the
first or best in their class and have the potential to change treatment
strategies of diseases. The shares of Herantis Pharma Plc are listed on the
First North Finland marketplace run by NASDAQ Helsinki stock exchange.

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Herantis Pharma Oyj via Globenewswire

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