Full Press Release Details
Notice of Annual General Meeting to be held on 31 July 2025
(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 July 2025 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 8 to 10 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 6 and 7 which sets out the matters to be considered at the AGM.
Re-election of directors (Resolutions 1.1 to 1.4 - ordinary resolutions)
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,
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 2024 Irish Accounts) and/or our annual report on Form 20-F (the 2024 Form 20-F), in each case for
the financial period ended 31 December 2024 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/corporategovernance/committee-composition.
Appointment and remuneration of auditors (Resolution 2 - ordinary resolution)
This resolution ratifies the appointment of PricewaterhouseCoopers Ireland as GH Research's independent auditors and authorises the Board to fix their
Background to Resolutions 3 and 4: Renewal of share issuance authorities
Nasdaq-listed companies which are incorporated in the U.S. are not generally required to seek specific authority from shareholders to issue shares nor are they required to pre-emptively offer those shares to current
As GH Research is incorporated in Ireland, under Irish law, our Board must have specific authority from shareholders to issue any shares and securities/rights convertible into shares, even shares which are part of
the Company's authorised but unissued share capital. Additionally, under Irish law, when GH Research issues shares, or securities/rights convertible into shares, for cash, it must first offer those shares on the same or more favourable terms to
existing shareholders on a pro-rata basis (commonly referred to as the statutory pre-emption right), unless this pre-emption right has been dis-applied by shareholders. Our Board's authorities to issue shares and dis-apply the statutory pre-emption
right are collectively referred to as our share issuances authorities.
GH Research's Constitution, which was adopted by shareholders on 24 June 2021 in connection with our initial public offering on Nasdaq (the IPO), grants our Board authority to
(i) issue shares up to the Company's authorised but unissued share capital; and (ii) dis-apply the statutory pre-emption right in full, for the maximum period permitted under Irish law of five years at which point these authorities will lapse
unless renewed by shareholders. As such, our share issuance authorities are due to expire on 23 June 2026.
We consider it in the Company's best interests to renew our share issuance authorities now to ensure that the Company can continue to raise capital to facilitate its development in the coming years. As a
clinical-stage biopharmaceutical company, our ability to research and successfully develop and commercialise our product candidates requires significant capital investment. Our Board and management team rely heavily on having the flexibility to
quickly take advantage of opportunities to raise capital through share issuances for cash.
If Resolutions 3 and 4 are not approved, our existing share issuance authorities will continue to apply until 23 June 2026 however, we would be required to obtain shareholder approval prior to issuing any shares
after 23 June 2026 (even if we would not otherwise be required to obtain shareholder approval under Nasdaq rules). This could put us at a distinct disadvantage vis- -vis many of our peers and might preclude us from taking advantage of opportunistic
market windows and/or could preclude our ability to raise and deploy capital altogether.
Similarly, the requirement to first offer shares that we propose to issue for cash to all of our existing shareholders in time-consuming pro-rata rights offerings would considerably reduce the speed at which we could
complete capital-raising activities.
We are not asking you to approve an increase in our authorised share capital or to approve a specific issuance of shares. Instead, approval of these proposals will maintain the status quo by renewing the
authority of the directors to issue shares for cash that are already authorised (but unissued) under our Constitution without offering those shares to existing shareholders under the statutory pre-emption right.
Renewal of these authorities will not exempt GH Research from other applicable requirements to obtain shareholder approval prior to certain share issuances or to comply with applicable Irish and U.S. law, U.S.
Securities and Exchange Commission (SEC) disclosure and other regulations, and our Board will continue to exercise its fiduciary and other duties with respect to share issuances.
Renewal of the Board's existing authority to issue shares under Irish law (Resolution 3 - ordinary resolution)
Under Irish law, directors of an Irish public limited company must have authority from its shareholders to issue any shares and securities/rights convertible into shares, including shares which are part of the
company's authorised but unissued share capital.
Our current authority, which has been in place since our IPO, grants our Board the authority to issue shares up to the Company's authorised but unissued share capital, with such authority expiring on 23 June 2026.
We are seeking your approval to renew our Board's existing authority to issue shares up to the Company's authorised but unissued share capital for an additional five-year
period to expire on 30 July 2030.
Renewal of the Board's existing authority to opt-out of statutory pre-emption rights under Irish law (Resolution 4 - special resolution)
Under Irish law, before an Irish public limited company can issue shares (or securities/rights convertible into shares) for cash consideration to any new shareholders, it must first offer those shares to existing
shareholders of the company pro-rata to their existing shareholding.
Our current authority, which has been in place since our IPO, grants our Board the authority to dis-apply the statutory pre-emption right when issuing shares for cash up to the Company's authorised but unissued share
capital, with such authority expiring on 23 June 2026.
We are seeking your approval to renew our Board's existing authority to dis-apply the statutory pre-emption right for an additional five-year period to expire on 30 July 2030.
Receipt of GH Research's 2024 Irish statutory financial statements
Shareholders will also be asked to review GH Research's affairs and to receive and consider the 2024 Irish Accounts which have been audited by PricewaterhouseCoopers Ireland, GH
Research's independent auditors. The 2024 Irish Accounts are being made available to shareholders at the same time as this notice on https://investor.ghres.com/corporategovernance/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 2024 are available in the 2024 Irish Accounts and 2024 Form 20-F which are available at https://investor.ghres.com/corporategovernance/shareholder-meetings.
Approval of Resolutions
Resolutions 1.1 to 1.4, 2 and 3 are ordinary resolutions which require approval of a simple majority of the
votes cast in person or by proxy and resolution 4 is a special resolution which requires the approval of 75% of the votes cast in person or by proxy.
There is no requirement under Irish law that the 2024 Irish Accounts, or the directors' and auditor's reports thereon be approved by the shareholders, and no such approval will be sought at the
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
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON 31 JULY 2025
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 July 2025 at Joshua Dawson House, Dawson Street,
Dublin 2, D02 RY95, Ireland.
To consider and act upon the following matters:
"RESOLVED that the directors be and are hereby generally and unconditionally
authorised with effect from the passing of this resolution to exercise all powers to allot and issue relevant securities (within the meaning of Section 1021 of the Companies Act 2014) up to an aggregate nominal amount of the authorised but
unissued ordinary share capital of the Company as at the date of this resolution, and that the authority conferred by this resolution shall expire on 30 July 2030, unless previously renewed, varied or revoked; provided that the Company may make
an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the directors may allot and issue relevant securities in pursuance of
any such offer or agreement as if the authority conferred hereby had not expired."
"RESOLVED, subject to and conditional upon Resolution 3 being approved, that the directors be and are hereby
generally and unconditionally empowered pursuant to Section 1023 of the Companies Act 2014 to allot and issue equity securities (within the meaning of Section 1023 of that Companies Act 2014) for cash, pursuant to the authority conferred by
Resolution 3 up to an aggregate nominal amount equal to the authorised but unissued share capital of the Company as at the date of this resolution, as if Section 1022 of the Companies Act 2014 did not apply to any such allotment, provided that this
authority shall expire on 30 July 2030 and provided that the Company may, before the expiry of such authority, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity
securities in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired."
Resolutions 1.1 to 1.4, 2 and 3 are ordinary resolutions which require approval of a simple majority of the votes cast in person or by proxy and resolution 4 is a special resolution which
requires the approval of 75% 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 2024, 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 | |
| Dublin, Ireland | |
| Dated: 18 June 2025 |
Information regarding the AGM is available on the Company's website https://www.ghres.com and at
www.edocumentview.com/GHRS. If you require a paper copy of the 2024 Irish Accounts and 2024 Form 20-F, please refer to the information on the notice or proxy card you received for the meeting.
The record date for the AGM is 6 June 2025.
If your shares are registered in your name, you are a shareholder of record. Shareholders of record who are entered in the register of members of the Company on 6 June 2025
shall be entitled to attend, speak, ask questions and vote at the AGM, or if relevant, any adjournment thereof. Changes in the register of members of the Company after that time will be disregarded in determining the right of any person to attend
and/or vote at the Annual General Meeting.
For those shareholders whose shares are not held in their name, but rather in an account at a brokerage firm, bank, dealer or other similar organisation (i.e. in a "street
name"), who in turn hold through The Depository Trust Company (DTC), their entitlement to vote is determined as at 6 June 2025.
Depending on whether your shares are registered in your name or whether your shares are held in a "street name" the arrangements are as follows: