Helsinki, 1st December 2015 at 9:00 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 Extraordinary General Meeting of the Company on 22, December, 2015, commencing at 14.00 (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 13.30.
A. Matters on the agenda of the Extraordinary General Meeting of Shareholders
At the Extraordinary 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 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 eight (8) ordinary members.
7 election of the members and chairman and the vice chairman of the board of directors
The Nomination Committee proposes that, in accordance with his consent Martin Jamieson is elected as a new member of the Board of Directors. Martin Jamieson is independent from Nexstim Plc.
The members of the Board of Director's who were elected in the Annual General Meeting on March 31, 2015 shall continue to act as board members.
The Nomination Committee proposes that Martin Jamieson is elected as the chairman and Olli Riikkala as the deputy chairman of the Board of Director's.
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 member of the Board of Directors will be available on the Internet at www.nexstim.com.
8 Closing of the meeting
B Documents of the Extraordinary General Meeting of Shareholders
The proposals of the Nomination Committee relating to the agenda of the Extraordinary General Meeting of Shareholders as well as this notice are available on Nexstim Plc's website at www.nexstim.com. The proposals for the decisions on the matters on the agenda of the Extraordinary General Meeting of Shareholders 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 January 5th, 2016 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 December 10, 2015 in the shareholders' register of the Company held by Euroclear Finland Ltd, has the right to participate in the Extraordinary 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 Extraordinary General Meeting of Shareholders, shall register for the meeting no later than December 17, 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, "Extraordinary 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 Extraordinary 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 Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the Extraordinary General Meeting, i.e. on December 10, 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 Extraordinary 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 December 17, 2015 at 10.00 a.m. As regards nominee registered shares this constitutes due registration for the Extraordinary 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 Extraordinary 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 Extraordinary 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 ABs Securities System who wishes to attend and vote at the Extraordinary General Meeting must:
- be registered in the shareholders' register maintained by Euroclear Sweden AB no later than on 10 December 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 10 December 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 11 December 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 Extraordinary General Meeting.
4. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary 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 Extraordinary General Meeting of Shareholders.
When a shareholder participates in the Extraordinary 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 Extraordinary General Meeting of Shareholders.
Possible proxy documents should be delivered in originals to Nexstim Plc, "Extraordinary 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 Extraordinary 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 Extraordinary General Meeting of Shareholders, dated December 1st, 2015, the total number of shares and votes in Nexstim Plc is 7,130,758.
Helsinki, December 1st, 2015
NEXSTIM PLC
The Board of Directors
NEXSTIM PLC
Janne Huhtala, CEO
For further information please visit www.nexstim.com or contact:
Nexstim +358 (0)40 8615046
Janne Huhtala, Chief Executive Officer janne.huhtala@nexstim.com
UB Securities Ltd (Certified Adviser) +358 (0)9 2538 0254
Consilium Strategic Communications +44 (0)20 3709 5700
Mary-Jane Elliott / Ivar Milligan / Laura Thornton nexstim@consilium-comms.com
About Nexstim Plc
Nexstim 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. In H2 2015, the Company received a recommendation from the Data Safety Monitoring Board (DSMB) to continue the Phase III stroke therapy NICHE trial without any modifications. The first interim analysis on the NICHE (Navigated Inhibitory rTMS to Contralesional Hemisphere) trial using NBT® was performed after 81 patients reached their primary safety outcome assessment, on track, at six months post-treatment. For more information please visit www.nexstim.com.
About Transcranial Magnetic Stimulation (TMS) and Repetitive Transcranial Magnetic Stimulation (rTMS)
Transcranial Magnetic Stimulation (TMS) is a non-invasive technique that consists of a magnetic field emanating from a wire coil held outside of the head. The rapidly changing magnetic field induces a stimulating electric field in the brain. In repetitive Transcranial Magnetic Stimulation (rTMS) the coil delivers a rapidly pulsed magnetic field in order to modulate cortical function in a region of the brain.
About Navigated Brain Stimulation (NBS)
Navigated Brain Stimulation is a non-invasive technique that allows accurate and detailed mapping of the critical motor and speech functions of the cortex. Through the use of a standard MRI brain scan, transcranial magnetic stimulation, and EMG, the NBS mapping stimulates areas of the cortex and records motor responses.
About NBT®
Navigated Brain Therapy (NBT®) is a non-invasive system that uses navigation to accurately target therapy directly to the cortical structures believed to be involved in brain dysfunctions. The device is CE-marked to offer patients a personalised treatment for major depression. In addition, the system is CE-marked for use in patients recovering from stroke as a supplement to conventional rehabilitation.
