Nexstim Plc: Resolutions of the Extraordinary General Meeting

Company announcement, Helsinki, 1 March 2021 at 2.00 PM (EET)

Nexstim Plc: Resolutions of the Extraordinary General Meeting

Nexstim Plc (NXTMH:HEX, NXTMS:STO) (“Nexstim” or “Company”) announces the resolutions of the Extraordinary General Meeting held today on 1 March 2021 as follows:

1Authorization intended to be used for future financing needs of the Company, developing the equity structure, minimize or reduce debts and possible mergers and acquisitions and other corporate purposes

The Extraordinary General Meeting resolved unanimously to approve the following authorization in accordance with the proposal of the Board of Directors:

The Extraordinary General Meeting of Shareholders resolved to authorize the Board of Directors to decide on share issues as well as issues of option rights and other special rights entitling to shares, pursuant to Chapter 10 of the Finnish Limited Liability Companies Act as follows:

The Board of Directors proposes that the Extraordinary General Meeting of Shareholders authorizes the Board of Directors to decide on share issues as well as issues 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. Based and within the limits of this authorization, the Board of Directors can also decide on issuance(s) of option rights or other special rights set forth in Chapter 10 the Limited Liability Companies Act complementing or replacing issuance(s) of shares.

Under the authorization, a maximum of two hundred twenty million (220,000,000) shares may be issued, which corresponds to approximately 33.35 percent of all the shares in the Company after the share issue, provided that new shares are issued, considering all registered shares of the Company.

In issue of new ordinary shares, the shareholders have the right to subscribe for new shares in proportion to their existing holdings of the shares of the Company. The Board of Directors has the right to decide upon the offering to parties determined by the Board of Directors of any shares that may remain unsubscribed for pursuant to the shareholders' pre-emptive subscription right. In connection with any shares which remain unsubscribed in such subscription rights issue, the Board of Directors is authorized to resolve on directed share issues or directed issues of option rights or 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 shares and option rights or other special rights entitling to shares can hence be issued in one or more tranches. 

In the issuance of shares in the subscription rights issue, the Board of Directors proposes that the preliminary subscription price is EUR 0.03. Taking into account such price level, the major shareholders of the Company, Ossi Haapaniemi, Kyösti Kakkonen and Leena Niemistö each jointly with related-party companies/ book-entry accounts controlled by each, as well as certain members of the Company’s Board of Directors and management team have provided  preliminary commitments to the Company regarding subscription of new shares in such subscription rights issue with certain terms of up to approximately 48% of the authorized amount which would be equal to in aggregate approximately EUR 3,15 million.

The Board of Directors is authorized, at its discretion, to resolve the final subscription price as well as all terms for the share issues and granting of the special rights entitling to shares.

The authorization does not invalidate prior resolved and registered authorizations made at the General Meeting of Shareholders regarding share issues and issuances of option rights and other special rights entitling to shares.

The authorization is valid for one (1) year from the decision of the Extraordinary General Meeting of Shareholders.

The authorization may be used for the future financing needs of the Company, developing the equity structure, minimize or reduce debts and possible mergers and acquisitions and other corporate purposes.

2Authorization intended to be used for the Board’s RSU plan and for the long-term incentive plans for the management and the personnel of the Company

The Extraordinary General Meeting resolved unanimously to approve the following authorization in accordance with the proposal of the Board of Directors:

The Extraordinary General Meeting of Shareholders resolved to authorize the Board of Directors to decide on share issues as well as issues of option rights and other special rights entitling to shares, pursuant to Chapter 10 of the Finnish Limited Liability Companies Act as follows:

The shares issued under the authorization are new or those in the Company's possession. Based and within the limits of this authorization, the Board of Directors can also decide on issuance(s) of option rights or other special rights set forth in Chapter 10 the Limited Liability Companies Act complementing or replacing issuance(s) of shares.

Under the authorization, a maximum of nineteen million five hundred thousand (19,500,000) shares may be issued, which corresponds to approximately 4.25 percent 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 tranches.

The Board of Directors is 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 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 does not invalidate 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.

The authorization is valid for five (5) years from the decision of the Extraordinary General Meeting of Shareholders.

The authorization may be used to the implementation of the RSU plan for the members of the Board of Director’s and for the long-term incentive plans for the management and the personnel of the Company. The authorization can also be used for incentive arrangements and payment of the Board fees.

3Authorization intended to be used for future financing needs of the Company, developing the equity structure, minimize or reduce debts and possible mergers and acquisitions and other corporate purposes

The Extraordinary General Meeting resolved unanimously to approve the following authorization in accordance with the proposal of the Board of Directors:

The Extraordinary General Meeting of Shareholders resolved to authorize the Board of Directors to decide on share issues as well as issues of option rights and other special rights entitling to shares, pursuant to Chapter 10 of the Finnish Limited Liability Companies Act as follows:

The shares issued under the authorization are new or those in the Company's possession. Based and within the limits of this authorization, the Board of Directors can also decide on issuance(s) of option rights or other special rights set forth in Chapter 10 the Limited Liability Companies Act complementing or replacing issuance(s) of shares.

Under the authorization, a maximum of five million (5,000,000) shares may be issued, which corresponds to approximately 1.12 percent 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 tranches.

The Board of Directors is 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 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. Such new shares may also be issued without payment, provided that there as a particularly weighty financial reason for the Company and considering the interests of its all shareholders to do so.

The authorization does not invalidate 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.

The authorization is valid for one (1) year from the decision of the Annual General Meeting of Shareholders.

The authorization may be used in connection with future financing needs of the Company (e.g. for a payment of fee payable in Nexstim shares for an investor providing a significant subscription commitment in connection with a possible share issue), developing the equity structure, minimize or reduce debts and possible mergers and acquisitions and other corporate purposes.

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

The minutes of the Extraordinary General Meeting will be available as from March 15, 2021 at the latest, on the website of the Company www.nexstim.com/investors/shareholder-meetings

NEXSTIM PLC

Leena Niemistö, Chairman of the Board of Directors

Further information is available on the website www.nexstim.com, or by contacting:

Leena Niemistö, Chairman
+358 9 2727 170
leena.niemisto@nexstim.com

Erik Penser Bank AB (Certified Adviser)                        
 +46 8 463 83 00
certifiedadviser@penser.se

About Nexstim Plc

Nexstim is a Finnish, globally operating medical technology company. Our mission is to enable personalized and effective therapies and diagnostics for challenging brain diseases and disorders.

Nexstim has developed a world-leading non-invasive brain stimulation technology called SmartFocus®. It is a navigated transcranial magnetic stimulation (nTMS) technology with highly sophisticated 3D navigation providing accurate and personalized targeting of the TMS to the specific area of the brain.

SmartFocus® technology is used in Nexstim’s proprietary Navigated Brain Therapy (NBT®) system, which is FDA cleared for marketing and commercial distribution for the treatment of major depressive disorder (MDD) in the United States. In Europe, the NBT® system is CE marked for the treatment of major depression and chronic neuropathic pain.

In addition, Nexstim is commercializing its SmartFocus® based Navigated Brain Stimulation (NBS) system for diagnostic applications. The NBS system 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 shares are listed on the Nasdaq First North Growth Market Finland and Nasdaq First North Growth Market Sweden.

For more information please visit www.nexstim.com

Attachment

• Company announcement_EGM resolutions EN_FINAL