Company announcement, Helsinki, 30 January 2023 at 9:30 AM (EET)
Nexstim Plc: Proposals of the Shareholder’s Nomination Board to the Annual General Meeting
The Shareholder’s Nomination Board of Nexstim Corporation (NXTMH: HEX, NXTMS: STO) (“Nexstim” or the “Company”) has on 26 January 2023 in its meeting resolved its proposal to the Annual General Meeting of Nexstim, which will be held on Friday March 31, 2023.
The Nomination Board of Shareholders representing the largest shareholders proposes to the Annual General Meeting that:
- the Board shall have four (4) members.
- in accordance with their consents to serving on the Board, Mr. Martin Forss, Ms. Leena Niemistö Mr. Tero Weckroth and Mr. Timo Hilden shall be re-elected as members of the Board.
- Leena Niemistö is elected as Chair of the Board.
The Nomination Board acknowledged, that Leena Niemistö is independent from the company but not in respect of the shareholders of the company as she and a company called Kaikarhenni Oy of which she holds a controlling majority, jointly hold approximately 15,45 % (as of 26.1.2023) of all registered shares and votes in the company. Other proposed members are independent both from the company and its major shareholders.
It is the collective opinion of the Nomination Committee that the proposed new members of the Board of Directors and the Board of Directors in its entirety are suitable for the assignment both collectively and individually and that Leena Niemistö is suitable for the position as Chair of the Board of Directors.
The Nomination Board proposes that the members of the Board of Directors chosen in the Annual General Meeting be remunerated for the period ending at the end of the 2024 Annual General Meeting as follows:
- €24,000 and 12 000 option rights for the Chair of the Board of Directors;
- €12,000 and 8 500 option rights for other members; and
- that no member of the Board of Directors acting in the Nomination Board of the Shareholders shall receive any fees based on such membership, and
- that a member of the Board of Directors will be entitled to remuneration only for the period during which he is working as a member of the Board of Directors.
- that the company establish an option program for the members of the Board of Directors, priced 20 trading days after the date of the Annual General Meeting for trading on the VWAP Helsinki list, with a subscription period of 1.7.2024-15.12.2029
- that the target group of the binding stock option plan is the members of the Board of Directors who are independent of the company. However, the target group member does not have to be independent of the company's shareholders
- that the amount of the remunerations for 2023 will be determined in euro.
According to the company’s policy, the cash remuneration is paid in four instalments.
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.
Ownership Recommendation
The Shareholders Nomination Board resolved to propose to the General Meeting of Shareholders that
- it be strongly recommended that the participants hold options given as reward as long as their mandate as a member of the Board of Directors continues.
Travelling expenses
The Nomination Board resolved to propose to the General Meeting of Shareholders that
- reasonable travel expenses are reimbursed against receipts to the members of the Board of Directors, following the principles of the company’s travel policy. This applies both to members of the Board of Directors and, to the extent applicable, members of the Board of Directors acting as members of the Nomination Board of the Shareholders.
Helsinki, January 30, 2023
NEXSTIM PLC
Nomination Board of the Shareholders
Further information is available on the website www.nexstim.com or by contacting:
Leena Niemistö, Chair of the Nomination Board
+358 9 2727 170
leena.niemisto@nexstim.com
The Company’s Certified Advisor is Erik Penser Bank.
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 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 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.
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
- Nexstim Plc_Company announcement_Nomination committee_30012023_EN_FINAL
