Nexstim Plc: Resolutions of the Annual General Meeting of
Shareholders
Company Announcement, Helsinki, 28 March 2024 at 1 PM (EET)
Nexstim Plc: Resolutions of the Annual General Meeting
of Shareholders
Nexstim Plc (NXTMH:HEX) (“Nexstim” or “Company”), announces as
follows regarding the resolutions that were adopted at its Annual
General Meeting of Shareholders held today on 28 March 2024.
1 PRESENTATION OF THE ANNUAL ACCOUNTS AND CONSOLIDATED
ACCOUNTS, RESULT OF THE FINANCIAL YEAR AND DISCHARGE FROM
LIABILITY.
The annual general meeting adopted the company’s financial
statements, including the consolidated financial statements, for
the year 2023, and resolved that no divided is paid for the
financial year 1 January – 31 December 2023, and that the result of
the financial year is recorded in the retained earnings
account.
The annual general meeting discharged the members of the board
of directors and the managing director from liability for the
financial year 1 January–31 December 2023.
2 ELECTION AND NUMBER OF THE MEMBERS, AND ELECTION OF
THE CHAIR OF THE BOARD OF DIRECTORS
In accordance with the proposal of the nomination board, the
annual general meeting resolved that:
- The number of
members in the board of directors is four (4);
- Tero Weckroth, Timo
Hildén, Martin Forss and Leena Niemistö are re-elected as members
of the board of directors.
- Leena Niemistö
shall, in accordance with her consent, be elected as the chair of
the board of directors.
3 REMUNERATION OF THE MEMBERS OF THE BOARD OF
DIRECTORS
In accordance with the proposal of the nomination board of
shareholders, the annual general meeting resolved that the members
of the board of directors who are elected in the general meeting
shall be paid as follows for the term ending at the end of the
annual general meeting in 2025:
- for the chair of the
board of directors: €24,000 and 12,000 option rights
- for each member of
the board of directors: €12,000 and 8,500 option rights
- no board member
acting in the nomination board of the shareholders shall receive
any fees based on such membership.
A member of the board of directors shall be entitled to
remuneration only for the period during which they are a member of
the board. As per the company’s policy, the cash remuneration is
paid in four payments.
The company establishes a share option programme for the members
of the board of directors, VWAP-valuated 20 trading days after the
date of the annual general meeting for trading on the Helsinki
list, with a subscription period of 1 July 2025–15 December 2030.
The purpose of the option plan to be established is to commit the
participants to the company, to combine the objectives of the
shareholders and participants and thus to increase the value of the
company. The target group of the committing share option plan is
the members of the board of directors who are independent of the
company. However, a member of the target group member does not have
to be independent of the company’s shareholders.
OWNERSHIP RECOMMENDATION
Participants are strongly recommended to hold options paid as
reward for as long as their mandate as a member of the board
continues.
TRAVELLING EXPENSES
It was also decided that reasonable travel expenses are
reimbursed to the members of the board against receipts, following
the principles of the company’s travel policy. This applies both to
members of the board of directors and, to the extent applicable, to
board members acting as members of the nomination board of
shareholders.
4 ELECTION OF AUDITOR
The annual general meeting decided that PricewaterhouseCoopers
Oy, authorized public accountants, which has appointed APA Tiina
Puukkoniemi as the responsible auditor, is appointed as the auditor
to serve for a term ending at the end of the next annual general
meeting. The auditor proposed herein has given its consent for the
election.
5 REMUNERATION OF THE AUDITOR
The annual general meeting decided that the auditor shall be
paid reasonable remuneration in accordance with the invoice
approved by the company.
6 EXTENSION OF THE AUTHORIZATION GRANTED TO THE BOARD OF
DIRECTORS AT A PREVIOUS ANNUAL GENERAL MEETING TO DECIDE ON THE
ISSUE OF SHARES AND SPECIAL RIGHTS ENTITLING TO SHARES
It was decided to renew the previous authorization of the board
of directors extended in 2023 at the annual general meeting and the
board of directors was authorized to decide on (i) the issuance of
new shares and/or (ii) the transfer of shares possessed by the
company and/or (iii) the issuance of special rights referred to in
chapter 10, section 1 of the Companies Act with the following
terms:
Right to shares:
New shares may be issued and the Company’s own shares
transferred
- to the Company’s
shareholders in proportion to their current shareholdings in the
Company; or
- deviating from the
shareholders’ pre-emptive right through one or more directed share
issues, if the company has a compelling financial reason to do so,
such as the use of shares as consideration for possible
acquisitions or other arrangements related to the company’s
business, financing of investments.
The new shares can also be issued to the Company itself free of
charge. Share issue against payment and without payment: New shares
may be issued and treasury shares held by the company may be
transferred either against payment (Share issue against payment) or
free of charge (Share issue without payment). A directed share
issue can only be without payment if there is a particularly
compelling financial reason for it from the company’s point of view
and taking into account the interests of all its shareholders.
The maximum number of shares:
Pursuant to the authorization, the board of directors is
entitled to decide on the issuance of new shares and/or the
transfer of the company’s own shares possessed by the company so
that the total number of issued and/or transferred shares does not
exceed 1,300,000, which corresponds to the number of remaining
authorizations of the authorization decided at the annual general
meeting of 2023.
Issuance of special rights:
The board of directors may issue special rights referred to in
chapter 10, section 1 of the Companies Act, which entitle the
holder to receive new shares or the company’s own shares against
payment. The right may also be granted to the company’s creditor in
such a way that the right is subject to the condition that the
creditor’s claim be used to set off the share subscription price
(convertible bond).
The number of new shares to be subscribed to under the special
rights granted by the company and the number of treasury shares to
be transferred held by the company may not exceed a total of
1,300,000, which is included in the maximum number mentioned above
in section “Maximum number of shares”.
Recording of the subscription price in the balance sheet:
The subscription price of the new shares and the amount to be
paid for the company’s own shares must be entered in the invested
unrestricted equity fund.
Other terms and validity:
The board of directors decides on all other matters related to
the authorizations.
The authorizations are valid until the next annual general
meeting from the decision of this annual general meeting. The
proposed authorization invalidates the authorization resolved at
the annual general meeting of 2023 in the amount corresponding to
this resolution regarding share issue, issuing of option rights and
other special rights entitling to shares, but no other
authorizations.
7 AUTHORIZATION INTENDED TO BE USED FOR THE LONG-TERM
INCENTIVE PLANS FOR THE MEMBERS OF THE BOARD OF DIRECTORS,
MANAGEMENT AND THE PERSONNEL OF THE COMPANY
The general meeting decided to authorize the
board of directors to decide on (i) the issuance of new shares
and/or (ii) the transfer of shares possessed by the company and/or
(iii) the issuance of special rights referred to in chapter 10,
section 1 of the Companies Act, as follows:
The shares issued under the authorization are
new or those in the company's possession. Based on and within the
limits of this authorization, the board of directors can also
decide on issuance of option rights or other special rights set
forth in chapter 10 the Limited Liability Companies Act
complementing or replacing any issuance of shares. New shares can
also be issued as a free share issue to the company itself.
Paid and free share issue: New shares can be
issued and the company’s own shares can be transferred either for a
fee (Paid share issue) or free of charge (Free share issue). A
directed share issue can only be free of charge if there is a
particularly compelling financial reason for it from the company's
point of view and taking into account the interests of all its
shareholders.
Under the authorization, a maximum of 37,500
shares may be issued, which corresponds to approximately 0.55% of
all the shares in the company after the share issue, provided that
new shares are issued, considering all registered shares of the
Company.
The shares, option rights and/or other special
rights entitling to shares can be issued in one or more batches.
The board of directors was authorized to resolve on all terms for
the share issues and the terms for the granting of the option
rights and other special rights entitling to shares.
The board of directors was authorized to resolve
on a directed share issue and issue of the special rights entitling
to shares in deviation from the shareholders’ pre-emptive
subscription right, provided that there is a compelling financial
reason for the company to do so. The authorization is valid for
five (5) years from the decision of the annual general meeting. The
authorization may be used for the implementation of long-term
incentive plans for the members of the board of directors,
management and the personnel of the company. The authorization can
also be used for incentive arrangements and payment of the board
fees.
The authorizations do not revoke previously
granted authorizations on the issuance of shares and the issuance
of special rights entitling to shares.
8 MINUTES OF THE ANNUAL GENERAL MEETING
The minutes of the annual general meeting will be published by
April 11, 2024, on Nexstim’s website.
Helsinki, 28 March 2024
Board of Directors
NEXSTIM PLC
Further information is available on the website
www.nexstim.com, or by
contacting:
Leena Niemistö, Chair of Board of Directors+358
9 2727 170leena.niemisto@nexstim.com
The Company’s Certified Advisor is Carnegie Investment Bank AB
(publ).
About Nexstim Plc
Nexstim is a Finnish, globally operating
growth-oriented medical technology company. Our mission is to
enable personalized and effective diagnostics and therapies for
challenging brain diseases and disorders.
Nexstim has developed a world-leading
non-invasive brain stimulation technology for navigated
transcranial magnetic stimulation (nTMS) with highly sophisticated
3D navigation providing accurate and personalized targeting of the
TMS to the specific area of the brain.
Nexstim’s Diagnostics Business focuses on
commercialization of the Navigated Brain Stimulation (NBS) system.
The NBS System 5 is the only FDA cleared and CE marked navigated
TMS system for pre-surgical mapping of the speech and motor
cortices of the brain.
Nexstim’s Therapy Business markets and sells the
NBS System 6 which is FDA cleared for marketing and commercial
distribution for the treatment of major depressive disorder (MDD)
in the United States. In Europe, the NBS 6 system is CE marked for
the treatment of major depression and chronic neuropathic pain.
Nexstim shares are listed on Nasdaq First North
Growth Market Finland.
For more information, please visit
www.nexstim.com
- Nexstim Plc_Company announcement_AGM
resolutions_28032024_EN_FINAL