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Notice of Annual General Meeting to be held on 31 August 2023 GH Research plc (the Company or GH Research ) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be

Key Takeaway: GH Research plc will hold its Annual General Meeting (AGM) on 31 August 2023, at 2 pm Irish Standard Time. Shareholders will vote on the re-election of directors and the appointment of auditors, among other matters. The board unanimously recommends voting in favor of the proposed resolutions. The 2022 Irish statutory financial statements will also be reviewed but will not require shareholder approval.

Market Sentiment Analysis

POSITIVE FACTORS

  • The AGM provides a platform for shareholders to engage with the board.
  • Re-election of directors suggests stability and continuity in governance.
  • Inclusion of independent directors may enhance oversight.

CONCERNS & RISKS

  • The document emphasizes the need for immediate attention, indicating a level of urgency.
  • No resolutions regarding executive compensation are mentioned, which may raise concerns for some investors.

Full Press Release Details

Notice of Annual General Meeting
to be held on 31 August 2023
(the Company or GH Research)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action to be taken, you should consult with your independent financial adviser who, if you are taking advice in Ireland, is authorised or exempted under the European Communities
(Markets in Financial Instruments) Regulations 2017 (as amended) or the Investment Intermediaries Act, 1995 (as amended).
If you have sold or transferred your entire holding of ordinary shares in GH Research, please pass this document, together with the attached proxy form, to the purchaser or transferee, or to the stockbroker, bank or
other agent through whom the sale was effected, for transmission to the purchaser or transferee as soon as possible.
To: All GH Research shareholders
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Annual General Meeting of GH Research will be held at 2 pm (Irish Standard Time) on 31 August 2023 at Joshua Dawson House, Dawson Street, Dublin 2, D02 RY95, Ireland (the AGM).
The purpose of this letter is to outline the background to and summarise the resolutions to be proposed at the AGM. Please refer to the form of proxy for the AGM (which is separately provided) and the notes on pages
6 to 8 for details on how to vote your shares and return your form of proxy. Your attention is also drawn to the notice of the AGM on pages 4 and 5 which sets out the matters to be considered at the AGM.
Re-election of directors (ordinary resolutions 1.1 to 1.4)
In accordance with our Constitution, all members of our board of directors (the Board) must retire from office, and are eligible to stand for re-election, at each AGM.
Accordingly, the following, being all the directors of the Company, will stand for re-election at the AGM:
Each of our directors is a non-executive director and the Board has determined that Michael Forer, Dermot Hanley and Duncan Moore qualify as independent directors under the applicable requirements of Nasdaq and the
U.S. Securities Exchange Act of 1934.
Each of our directors demonstrate the necessary commitment to the role and provide valuable skills, knowledge and experience and make important contributions to the working of the Board. Further information on the
experience, qualifications and industry knowledge of the current directors is available in our Irish statutory financial statements (the 2022 Irish Accounts) and/or our annual report on Form 20-F/A (the 2022 Form 20-F/A), in each case for the financial period ended 31 December 2022 and which have been made available at https://investor.ghres.com/corporate-governance/shareholder-meetings.
Details of current committee composition is set out on our website at https://investor.ghres.com/corporate-governance/committee-composition.
Appointment and remuneration of auditors (ordinary resolution 2)
This resolution ratifies the appointment of PricewaterhouseCoopers Ireland as GH Research's independent auditors and authorises the Board to fix their remuneration.
Receipt of GH Research's 2022 Irish statutory financial statements
Shareholders will also be asked to review GH Research's affairs and to receive and consider the 2022 Irish Accounts which have been audited by PricewaterhouseCoopers Ireland, GH Research's independent auditors. The
2022 Irish Accounts are being made available to shareholders at the same time as this notice on https://investor.ghres.com/corporate-governance/shareholder-meetings.
Shareholders may also transact such other business as may properly come before the AGM.
There is no resolution dealing with executive compensation as GH Research, being a foreign private issuer, is not obliged to provide a say on pay'' shareholder resolution on executive compensation. Details of GH
Research's executive officers compensation for 2022 are available in the 2022 Irish Accounts and 2022 Form 20-F/A which are available at https://investor.ghres.com/corporate-governance/shareholder-meetings.
Approval of Resolutions
Resolutions 1.1 to 1.4 and 2 are ordinary resolutions which require approval of a simple majority of the votes cast in person or by proxy. There is no requirement under Irish law
that the 2022 Irish Accounts, or the directors' and auditor's reports thereon be approved by the shareholders, and no such approval will be sought at the AGM.
Recommendation of Directors
Your Board believes that the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders. Accordingly, your directors unanimously recommend that you vote in favour of all
resolutions as they intend to do in respect of the shares held by them.
Florian Sch nharting
28 Baggot Street Lower
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON 31 AUGUST 2023
To: All GH Research shareholders
NOTICE is hereby given that the AGM of the Company will be held at 2 pm (Irish Standard Time) on 31 August 2023 at Joshua Dawson House, Dawson Street, Dublin 2, D02 RY95,
To consider and act upon the following matters:
1.1 Florian Sch nharting
1.2 Michael Forer, LL.B.
1.3 Dermot Hanley
1.4 Duncan Moore, PhD
Resolutions 1.1 to 1.4 and 2 are ordinary resolutions which require approval of a simple majority of the votes cast in person or by proxy. There is no requirement under Irish law
that the Company's Irish statutory financial statements for the financial year ended 31 December 2022, or the directors' and auditor's reports thereon, be approved by the shareholders, and no such approval will be sought at the AGM.
By Order of the Board
Magnus Halle
Company Secretary

Frequently Asked Questions

When is the GH Research AGM scheduled?

The GH Research AGM is set for 31 August 2023 at 2 pm Irish Standard Time.

Who will stand for re-election at the AGM?

The directors Michael Forer, Dermot Hanley, and Duncan Moore will seek re-election.

What is the purpose of Resolutions 1.1 to 1.4?

They involve the re-election of directors at the annual general meeting.

What is being ratified in ordinary resolution 2?

Ordinary resolution 2 ratifies PricewaterhouseCoopers as the company’s auditors.

Will shareholders vote on executive compensation?

No, there will be no resolution on executive compensation at the AGM.

Last updated: Jul 19, 2023