Helsinki, 26 February 2015 at 8:05 am
Nexstim Plc (NXTMH:HEX, NXTMS:STO), a medical technology company aiming to
improve rehabilitation for stroke patients through the use of non-invasive brain
stimulation.
Shareholders of Nexstim Plc are invited to attend the Annual General Meeting of
the Company on Tuesday, March 31, 2015, commencing at 10.00 (EET) at the
auditorium of Hotel Haven, at the address of Unioninkatu 17 Helsinki, Finland.
The reception of persons who have registered for the meeting will commence at
9.30.
A. Matters on the agenda of the General Meeting of Shareholders
At the General Meeting of Shareholders, the following matters will be
considered:
1 opening of the meeting
2 calling the meeting to order
3 election of persons to scrutinize the
minutes and to supervise the counting of votes
4 recording the legality of the meeting
5 recording the attendance at the meeting
and adoption of the list of votes
6 presentation of the annual accounts,
Including consolidated accounts, the report of the board of directors and the
auditor's report for the year 2014
Review by the CEO
7 adoption of the annual accounts
8 Loss of the financial year
The Board of Directors proposes to the
Annual General Meeting of Shareholders that no dividend be paid for
the financial year 1 January - 31
December 2014 and that the loss of the financial year be recorded to the loss
account.
9 resolution on the discharge of the
members of the board of directors and the ceo from liability
10 resolution on the remuneration of the
members of the board of directors and reimbursement of travel
expenses
The Nomination Committee of the Board of Directors, which has the representation
from the largest shareholders, proposes that the Board of Directors be paid
remuneration as follows:
The members of the Board of Directors who are elected in the Annual General
Meeting shall be paid as follows for the term ending in the Annual General
Meeting in 2016:
For the Chairman of the Board EUR 45,000 and for members who are based in the
United States EUR 36,000 and for members who are based in Finland EUR 18,000
and for members who are based in Europe but not in Finland EUR 27,000. The
Nomination Committee proposes that the Board members shall invest half of their
above mentioned Board fees into the company's shares.
The members of the Board committees who are based in Finland shall be paid as
follows for each meeting that the committee member participates; EUR 1000 for
the Chairman of the Committee and EUR 500 for the members of the Committee. For
the Committee members who are based in United States EUR 2000 for the Chairman
of the Committee and EUR 1000 for the members of the Committee. For the
Committee members who are based in Europe but not in Finland EUR 1500 for the
Chairman of the Committee and EUR 750 for the members of the Committee.
The Nomination Committee proposes that the members of the Board of Directors are
also be reimbursed for their reasonable travelling expenses against receipts.
11 resolution on the remuneration of
auditors
The Audit Committee of the Board of Directors proposes that the Auditors be paid
reasonable remuneration in accordance with the invoice approved by the company.
12 resolution on the number of members of
the board of directors
The Nomination Committee proposes that the number of members of the Board of
Directors be confirmed as seven (7) ordinary members.
13 election of the members and chairman
of the board of directors
The Nomination Committee proposes that, in accordance with her consent Juliet
Thompson is elected as a new member of the Board of Directors. Juliet Thompson
is independent from Nexstim Plc.
In addition the Nomination Committee proposes that, in accordance with their
consents, Olli Riikkala, Ken Charhut, Katya Smirnyagina, Juha Vapaavuori, Rene
Kuijten and Johan Christenson are re-elected as members of the Board of
Directors, Olli Riikkala as the Chairman and Johan Christenson as the Deputy
Chairman.
The members of the Board of Directors are all to serve for a term ending at the
end of the next Annual General Meeting.
The curricula vitae of the proposed members of the Board of Directors will be
available on the Internet at www.nexstim.com.
14 election of auditor
The Audit Committee of the Board of Directors proposes that the firm of
authorized public accountants PricewaterhouseCoopers Oy, which has appointed
Martin Grandell as responsible auditor, to be appointed as Auditor to serve for
a term ending at the end of the next Annual General Meeting of Shareholders. The
Auditor proposed herein has given its consent for the election.
15 authorization of the board of
directors to decide on the acquisition of company's own shares
The Board of Directors proposes that the General Meeting of Shareholders
authorizes the Board of Directors to decide on the acquisition of the Company's
own shares as follows:
The amount of own shares to be acquired shall not exceed 1.069.613 shares in
total, which corresponds to approximately 15 percent of all of the shares in the
Company.
The Board of Directors decides how own shares will be acquired. Own shares can
be acquired using, inter alia, derivatives. Own shares can be acquired otherwise
than in proportion to the shareholdings of the shareholders (directed
acquisition). The minimum price of the shares to be acquired is the lowest
market price during the validity of the authorization and the maximum price is
correspondingly the highest price formed at the market during the validity of
the authorization.
Own shares can be acquired to, among other things, limit the dilutive effects of
share issues carried out in connection with possible acquisitions, to develop
the Company's capital structure, to be transferred in connection with possible
acquisitions, to be used in incentive arrangements or to be cancelled, provided
that the acquisition is in the interest of the Company and its shareholders.
The authorization is valid for eighteen (18) months from the decision of the
General Meeting of Shareholders.
16 authorization of the board of
directors to decide on share issue, as well as option rights and other special
rights entitling to shares
The Board of Directors proposes that the General Meeting of Shareholders
authorizes 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 authorization are new or those in the Company's
possession. Under the authorization, a maximum of 1.069.613 shares, which
corresponds to approximately 15 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.
The Board of Directors is authorized to resolve on all terms for the share issue
and granting of the special rights entitling to shares. The Board of Directors
is authorized 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 authorization can also be used for incentive arrangements and the
payment of Board fees.
The proposed authorization invalidates prior resolved and registered
authorizations made at the General Meeting of Shareholders regarding share
issue, issuing of option rights and other special rights entitling to shares as
well as transfer of the Company's own shares.
The authorization is valid for three (3) years from the decision of the General
Meeting of Shareholders.
17 proposal by the board of directors to
amend the articles of association
The Board of Directors proposes to the General Meeting of Shareholders that
paragraph 4 of the Articles of Association be amended as follows:
"4 § Representation right
The Company may be represented by the chairman of the Board of Directors or the
managing director, each individually, or by the members of the Board of
Directors, two together, as well as persons to whom the Board of Directors has
granted representation rights either two together or each one of them together
with a chairman of the Board of Directors, a member of the Board of Directors or
the managing director.
The Board of Directors may resolve on the issue of the representation rights and
procuration rights."
18 Closing of the meeting
B Documents of the General Meeting of Shareholders
The proposals of the Board of Directors and its committees relating to the
agenda of the General Meeting of Shareholders as well as this notice are
available on Nexstim Plc's website at www.nexstim.com. The annual report of
Nexstim Plc, including the Company's Annual Accounts, the report of the Board of
Directors and the Auditor's report, is available on the abovementioned website
no later than on March 10, 2015. The proposals for the decisions on the matters
on the agenda of the General Meeting of Shareholders and the Annual Accounts are
also available at the Meeting. Copies of these documents and of this notice will
be sent to shareholders upon request. The minutes of the meeting will be
available on the abovementioned website as from April 14, 2015 at the latest.
C Instructions for the participants in the General Meeting of Shareholders
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on March 19, 2015 in the shareholders'
register of the Company held by Euroclear Finland Ltd, has the right to
participate in the General Meeting of Shareholders. A shareholder, whose shares
are registered on his/her personal book-entry account, is registered in the
shareholders' register of the Company.
A shareholder, who wants to participate in the General Meeting of Shareholders,
shall register for the meeting no later than March 26, 2015 at 10.00 a.m. by
giving a prior notice of participation. Such notice can be given:
(a) on the Company's website: www.nexstim.com; or
(b) by telephone to +358 50 548 9404 (Mon - Fri 10.00- 14.00); or
(c) by mail to address Nexstim Plc, "Annual General Meeting"
Elimäenkatu 9B, 00510 Helsinki, Finland
In connection with the registration, a shareholder shall notify his/her name,
personal identification number or business ID, address, telephone number and the
name of a possible assistant or proxy representative. The personal data given to
Nexstim Plc is used only in connection with the General Meeting of Shareholders
and with the processing of related registrations.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which he/she on the record
date of the General Meeting, i.e. on March 19, 2015, would be entitled to be
registered in the shareholders' register of the Company held by Euroclear
Finland Ltd. The right to participate in the General Meeting requires, in
addition, that the shareholder on the basis of such shares has been registered
into the temporary shareholders' register held by Euroclear Finland Ltd at the
latest by March 26, 2015 at 10.00 a.m. As regards nominee registered shares this
constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholders' register
of the Company, the issuing of proxy documents and registration for the General
Meeting of Shareholders from his/her custodian bank. The account management
organization of the custodian bank has to register a holder of nominee
registered shares, who wants to participate in the General Meeting, into the
temporary shareholders' register of the Company at the latest by the time stated
above.
3. Shares registered in Euroclear Sweden AB
A shareholder with shares registered in Euroclear Sweden AB's Securities System
who wishes to attend and vote at the General Meeting must:
* be registered in the shareholders' register maintained by Euroclear Sweden
AB no later than on 19 March 2015.
* Shareholders, whose shares are registered in the name of a nominee must, in
order to be eligible to request a temporary registration in the
shareholders' register of Nexstim Plc maintained by Euroclear Finland,
request that their shares are re-registered in their own names in the
register of shareholders maintained by Euroclear Sweden AB, and procure that
the nominee sends the above mentioned request for temporary registration to
Euroclear Sweden AB on their behalf. Such registration must be made at the
latest by 19 March 2015 and the nominee should therefore be notified well in
advance before said date.
* request temporary registration in the shareholders' register of Nexstim Plc
maintained by Euroclear Finland Oy. Such request shall be submitted in
writing to Euroclear Sweden AB no later than on 20 March 2015 at 10 a.m.
Swedish time.
This temporary registration made through written request to Euroclear Sweden AB
is considered a notice of attendance at the General Meeting.
4. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting of Shareholders and
exercise his/her rights at the Meeting by way of proxy representation. A proxy
representative shall produce a dated proxy document or otherwise in a reliable
manner demonstrate his/her right to represent the shareholder at the General
Meeting of Shareholders.
When a shareholder participates in the General Meeting of Shareholders by means
of several proxy representatives representing the shareholder with shares at
different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the General Meeting of Shareholders.
Possible proxy documents should be delivered in originals to Nexstim Plc,
"Annual General Meeting" Elimäenkatu 9 B, 00510 Helsinki, Finland before the
last date for registration.
5. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the general meeting has the right to request information with respect
to the matters to be considered at the Meeting.
The meeting will be conducted in Finnish language. Part of the material
presented at the meeting will be in English language.
On the date of this notice to the General Meeting of Shareholders, dated
February 26, 2015, the total number of shares and votes in Nexstim Plc is
7,130,758.
Helsinki, February 26, 2015
NEXSTIM PLC
The Board of Directors
For further information please visit www.nexstim.com or contact:
Nexstim +358 40 8615046
Janne Huhtala, Chief Executive Officer janne.huhtala@nexstim.com
UB Capital Oy (Certified Adviser) +358 9 2538 0225
Consilium Strategic Communications +44 (0)20 3709 5700
Mary-Jane Elliott nexstim@consilium-comms.com
About Nexstim Plc
Nexstim, formed in 2000 and based in Finland, is a medical technology company
aiming to improve rehabilitation for stroke patients. Nexstim has pioneered its
technology in brain diagnostics with the Navigated Brain Stimulation (NBS)
system as the first and only FDA-cleared and CE-marked navigated Transcranial
Magnetic Stimulation (nTMS) device for pre-surgical mapping of the motor and
speech cortices. Based on the same technology platform, the company has
developed a device for stroke therapy called Navigated Brain Therapy (NBT®). In
H1 2014, Nexstim initiated a two-year pivotal Phase III study at 12 sites in the
US aiming to demonstrate the effectiveness of NBT® and gain FDA clearance for
commercialisation in post-acute stroke therapy in the US. Nexstim's shares are
listed on Nasdaq First North Finland and Nasdaq First North Sweden. For more
information please visit www.nexstim.com.
[HUG#1897351]
Nexstim Plc ("Nexstim" or the "Company") Nexstim Plc: Invitation to the Annual General Meeting
| Source: Nexstim Oyj
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