GlobeNewswire by notified

Nexstim Plc: Resolutions of the Annual General Meeting of Shareholders

Share

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.

OWNERSHIPRECOMMENDATION

Participants are strongly recommended to hold options paid as reward for as long as their mandate as a member of the board continues.

TRAVELLINGEXPENSES

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 170
leena.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

Attachment

To view this piece of content from www.globenewswire.com, please give your consent at the top of this page.
To view this piece of content from ml-eu.globenewswire.com, please give your consent at the top of this page.

About GlobeNewswire by notified

GlobeNewswire by notified
GlobeNewswire by notified
One Liberty Plaza - 165 Broadway
NY 10006 New York

https://notified.com

GlobeNewswire by notified is one of the world's largest newswire distribution networks, specializing in the delivery of corporate press releases financial disclosures and multimedia content to the media, investment community, individual investors and the general public.

Subscribe to releases from GlobeNewswire by notified

Subscribe to all the latest releases from GlobeNewswire by notified by registering your e-mail address below. You can unsubscribe at any time.

Latest releases from GlobeNewswire by notified

CNH NAMES GERRIT MARX AS CEO: Mr. Marx returns to CNH from Iveco Group, succeeding Scott W. Wine who has decided to leave the Company having successfully overseen the delivery of the 2021 Business Plan21.4.2024 18:21:00 CEST | Press release

CNH NAMES GERRIT MARX AS CEO Mr. Marx returns to CNH from Iveco Group, succeeding Scott W. Wine who has decided to leave the Company having successfully overseen the delivery of the 2021 Business Plan Basildon, April 21, 2024 CNH Industrial N.V. (NYSE:CNHI) announces the appointment of Gerrit Marx to the role of CEO effective July 1, 2024. He succeeds Scott Wine, whose request to leave the Company at the end of the current three-year business plan cycle to pursue other interests, has been accepted by the Board. Mr. Marx rejoins CNH from Iveco Group where as CEO he has led that company’s drive into a new era of connectivity, integrating the latest digital and data technologies with Iveco’s product offering. He has also chaired Iveco’s powertrain business overseeing its transition to alternative propulsion systems. Prior to first joining CNH in January 2019, Mr. Marx worked for 20 years in senior roles at McKinsey, Daimler Trucks, and Bain Capital, living in Brazil, China, Europe and Jap

Olof Persson to replace Gerrit Marx as CEO of Iveco Group starting from July 202421.4.2024 18:15:00 CEST | Press release

Turin, 21st April 2024. The Board of Iveco Group N.V. (EXM: IVG) (or “the Group”) announces that Olof Persson will succeed Gerrit Marx as Group CEO when the latter leaves the Group to take up his appointment as the CEO of CNH Industrial N.V. (NYSE: CNHI) on 1st July 2024. Mr. Persson, who is currently an Iveco Group Board Independent Director, will step in to the role of CEO, having been closely involved in the development of the Group’s plans as presented at our recent Capital Markets Day. Suzanne Heywood, Chair of Iveco Group commented: “On behalf of everyone at Iveco Group I’d like to thank Gerrit for his energetic and successful leadership over the past two and half years and wish him every success in his new role. We are fortunate indeed that Olof, with his wealth of relevant industry experience, will step in as CEO and provide a guarantee of continuity in execution of the plans we presented in March.” Olof Persson said: “As a Board member I have been greatly impressed by the enti

Conferize A/S offentliggør aktieemission med fortegningsret for eksisterende aktionærer21.4.2024 17:48:46 CEST | pressemeddelelse

Selskabsmeddelelse nr. 11/2024 København, den 21. april 2024 IKKE TIL OFFENTLIGGØRELSE I USA, CANADA, AUSTRALIEN, JAPAN ELLER NOGEN ANDEN JURISDIKTION, HVOR FREMSÆTTELSE AF UDBUDDET VILLE UDGØRE EN OVERTRÆDELSE AF LOVGIVNINGEN I DEN PÅGÆLDENDE JURISDIKTION. Conferize A/S offentliggør aktieemission med fortegningsret for eksisterende aktionærer Bestyrelsen i Conferize A/S („Conferize“ eller „Selskabet“) har i dag besluttet at forhøje Selskabets aktiekapital med minimum nominelt DKK 2.000.000,00 og op til nominelt DKK 5.878.705,65 fordelt på minimum 200.000.000 stk. og op til 587.870.565 stk. nye aktier a nominelt DKK 0,01 („Udbudte Aktier“) med en tegningskurs på DKK 0,01 pr. Udbudt Aktie („Tegningskursen“) med fortegningsret for Selskabets eksisterende aktionærer i forholdet 1:3 („Udbuddet“). Brutto provenuet ved en fuldtegnet emission forventes at udgøre DKK 5,9 mio. Minimum udbuddet på DKK 2,0 mio. er garanteret gennem forhånds- og garantitilsagn. Selskabet har modtaget bindende forh

Correction to Company announcement – No. 23 / 202419.4.2024 22:20:51 CEST | Press release

Correction to Company announcement – No. 23 / 2024 Copenhagen, Denmark, April 19, 2024 – Zealand Pharma A/S (“Zealand”) (NASDAQ: ZEAL) (CVR-no. 20 04 50 78), a Copenhagen-based biotechnology company focused on the discovery and development of innovative peptide-based medicines, has a correction to company announcement No. 23 /2024, April 19, 2024 - regarding transactions in Zealand’s shares or related securities conducted by persons discharging managerial responsibilities and/or their closely associated persons it was reported that member of the management, Henriette Wennicke, was allocated a total of 8,008 restricted stock units with a total value of DKK 9,577,568.00. The correct number was a total of 8,008 restricted stock units with a total value of DKK 4,788,784.00. Please see the attached file(s). # # # About Zealand Pharma A/S Zealand Pharma A/S (Nasdaq: ZEAL) ("Zealand") is a biotechnology company focused on the discovery and development of peptide-based medicines. More than 10

Nokia Corporation: Repurchase of own shares on 19.04.202419.4.2024 21:30:00 CEST | Press release

Nokia Corporation Stock Exchange Release 19 April 2024 at 22:30 EEST Nokia Corporation: Repurchase of own shares on 19.04.2024 Espoo, Finland – On 19 April 2024 Nokia Corporation (LEI: 549300A0JPRWG1KI7U06) has acquired its own shares (ISIN FI0009000681) as follows: Trading venue (MIC Code)Number of sharesWeighted average price / share, EUR*XHEL430,8933.30CEUX--BATE--AQEU--TQEX--Total430,8933.30 * Rounded to two decimals On 25 January 2024, Nokia announced that its Board of Directors is initiating a share buyback program to return up to EUR 600 million of cash to shareholders in tranches over a period of two years. The first phase of the share buyback program in compliance with the Market Abuse Regulation (EU) 596/2014 (MAR), the Commission Delegated Regulation (EU) 2016/1052 and under the authorization granted by Nokia’s Annual General Meeting on 4 April 2023 started on 20 March 2024 and ends by 18 December 2024 with a maximum aggregate purchase price of EUR 300 million. Total cost of

HiddenA line styled icon from Orion Icon Library.Eye