ADD I T I ONA L I NFORMAT I ON CON T I NU E D AUDITORS Grant Thornton New Zealand Audit Limited (‘Grant Thornton’) is the independent auditor of the Company. Audit fees in relation to the annual and interim financial statements were $70,214 (2021: $65,921). Grant Thornton did not receive any other fees in relation to other financial advice and services. No amounts were payable to an auditor by subsidiary companies in 2022 or 2021. EQUITY SECURITIES HELD BY DIRECTORS AS AT 24 MARCH 2023 Interests in Ordinary Shares Interests in Loan Funded Shares Director Direct Indirect Indirect Dr Trevor Scott 1,000,000 2,589,784 – Dianne Angus 30,000 – – Patrick Davies – 264,634 – Jenny Harry – 29,663 – Jonathan Pilcher1 – 398,207 1,500,000 1 Jon Pilcher has an interest in 1.5 million Loan Funded Shares held by Neuren Trustee Limited. As detailed in Note 12 to the Financial Statements, the Loan Funded Shares are subject to vesting conditions and repayment of a loan amounting to $1.84 per share before they can be transferred to Jon. DIRECTORS OF SUBSIDIARY COMPANIES AT 31 DECEMBER 2022 Jon Pilcher Larry Glass Dr Trevor Scott Neuren Pharmaceuticals Inc. √ √ Neuren Pharmaceuticals (Australia) Pty Ltd √ √ Neuren Trustee Limited √ AUSTRALIAN STOCK EXCHANGE DISCLOSURES Neuren Pharmaceuticals Limited is incorporated in New Zealand under the Companies Act 1993. The Company is not subject to Chapters 6, 6A, 6B and 6C of the Corporations Act, Australia, dealing with the acquisition of shares (such as substantial holdings and takeovers). Limitations on the acquisition of shares are imposed under New Zealand law are as follows: (a) In general, securities in the Company are freely transferable and the only significant restrictions or limitations in relation to the acquisition of securities are those imposed by New Zealand laws relating to takeovers and overseas investment. (b) The New Zealand Takeovers Code creates a general rule under which the acquisition of 20% or more of the voting rights in the Company or the increase of an existing holding of 20% or more of the voting rights of the Company can only occur in certain permitted ways. These include a full takeover offer in accordance with the Takeovers Code, a partial takeover in accordance with the Takeovers Code, an acquisition approved by an ordinary resolution, an allotment approved by an ordinary resolution, a creeping acquisition (in certain circumstances), or compulsory acquisition of a shareholder holding 90% or more of the shares. (c) The New Zealand Overseas Investment Act 2005 and Overseas Investment Regulations 2005 (New Zealand) regulate certain investments in New Zealand by overseas interests. In general terms, the consent of the New Zealand Overseas Investment Office may be required where an ‘overseas person’ acquires shares in the Company that amount to 25% or more of the shares issued by the Company, or if the overseas person already holds 25% or more, the acquisition increases that holding. Neuren Pharmaceuticals Limited Annual Repor t 2022 50
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