Notice to the Annual General Meeting of Nightingale Health Plc
Nightingale Health Plc
Company release
14 October 2022 at 9:15 a.m. (EEST)
The Annual General Meeting of Nightingale Health Plc will be held on Thursday, 17 November 2022, beginning at 4:00 p.m.
The Meeting will be held as a remote meeting in accordance with Chapter 5, Section 16, Subsection 3 of the Finnish Companies Act, in which shareholders fully exercise their decision-making powers by the use of telecommunications and technical means during the Meeting in real time. Shareholders can also participate in the Meeting through advance voting. The remote meeting does not have a physical meeting venue which shareholders or their proxy representatives could attend in person.
The instructions on participation are provided in Section C. “Instructions for the participants in the General Meeting” of this notice.
A. Matters on the agenda of the General Meeting
1. Opening of the Meeting
2. Calling the Meeting to order
The Board of Directors proposes that Attorney-at-Law Ari Keinänen shall act as the Chair of the remote meeting. In case Ari Keinänen is, due to a weighty reason, prevented from acting as the Chair, the Board of Directors shall propose another person it deems the most suitable to act as the Chair. The Chair may appoint a secretary for the meeting.
3. Election of person to scrutinize the minutes and to supervise the counting of votes
The Board of Directors proposes that the person to scrutinize the minutes and to supervise the counting of votes in the remote meeting shall be the company’s lawyer Satu Sirén-Lähdeaho. In case Satu Sirén-Lähdeaho is, due to a weighty reason, prevented from acting as the person to scrutinize the minutes and to supervise the counting of votes, the Board of Directors shall propose another person it deems the most suitable to act in the role.
4. Recording the legality of the Meeting
5. Recording attendance at the Meeting and list of votes
6. Presentation of the Financial Statements, Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the financial period of 1 July 2021 – 30 June 2022
Presentation of the CEO’s review.
7. Adoption of the Financial Statements and the Consolidated Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that, based on the balance sheet to be adopted for the financial period of 1 July 2021 - 30 June 2022, no dividend is paid and that the loss of the financial period is recorded in retained earnings.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Handling of the Remuneration Report of governing bodies
The Board of Directors proposes approval of the Remuneration Report of the company’s governing bodies for the financial period of 1 July 2021 - 30 June 2022. Pursuant to the Companies Act, the resolution is advisory.
The Remuneration Report is displayed on the company’s website at nightingalehealth.com/investors/annual-general-meeting-2022/ on 27 October 2022 at the latest.
11. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors proposes that each member of the Board of Directors is paid a monthly remuneration of EUR 2,000.
12. Resolution on the number of members of the Board of Directors
The Board of Directors proposes that the number of members of the Board of Directors is confirmed to be seven (7).
13. Election of members of the Board of Directors
The Board of Directors proposes that, until the end of the next Annual General Meeting, the current members of the Board of Directors Tom Jansson, Antti Kangas, Olli Karhi, Lotta Kopra, Leena Niemistö, Timo Soininen and Teemu Suna are re-elected as members of the Board of Directors.
The above-mentioned nominated persons have given their consent to the election. The presentations of the persons nominated for the Board of Directors are available on the company’s website at nightingalehealth.com/investors/board-of-directors/.
With respect of the selection procedure of the members of the Board of Directors, the Board of Directors proposes that the shareholders take a position on the proposal as a whole at the General Meeting.
14. Resolution on the remuneration of the Auditor
The Board of Directors proposes that the remuneration of the Auditor is paid in accordance with a reasonable invoice approved by the company.
15. Election of the Auditor
The Board of Directors proposes that Authorized Public Accounting firm PricewaterhouseCoopers Oy is re-elected as the company’s Auditor. PricewaterhouseCoopers Oy has informed that it will nominate Valtteri Helenius, Authorized Public Accountant, as the company’s Auditor with principal responsibility.
16. Authorizing the Board of Directors to decide on the repurchase of company’s own shares
The Board of Directors proposes to the General Meeting that the Board of Directors is authorized to decide on the repurchase of the company’s own shares on the following terms and conditions:
By virtue of the authorization, the Board of Directors is entitled to repurchase a maximum of 2,078,759 A-series shares and 3,889,210 B-series shares by using the non-restricted equity of the company. The amounts correspond approximately to 10% of both share series’ shares and the total amount to 9.8% of the company’s total amount of shares calculated by the amount of shares on the date of publication of the notice to the General Meeting. The shares may be repurchased in one or more lots.
The company’s own shares shall be repurchased at the market price prevailing at the time of the repurchase through public trading on Nasdaq First North Growth Market Finland marketplace organized by Nasdaq Helsinki Ltd or otherwise at a market price. The authorization entitles the Board of Directors to decide on the repurchase also other than in proportion to the shareholdings of the shareholders (directed repurchase).
The shares may be repurchased to be used in the implementation of possible acquisitions or other arrangements within the company’s business, to finance investments, to develop the company’s financial structure, as part of the implementation of possible incentive schemes of the company and/or otherwise to be kept by the company, transferred or cancelled.
It is proposed that the authorization includes the right of the Board of Directors to decide on other terms and conditions related to the repurchase of the company’s own shares. It is proposed that the authorization is valid for 18 months.
17. Authorizing the Board of Directors to decide on the share issue and granting of special rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board of Directors is authorized to decide on issuing new shares, conveying the company’s own shares held by the company and/or granting of special rights referred to in Chapter 10, Section 1 of the Companies Act on the following terms and conditions:
Maximum amount of shares to be issued
By virtue of the authorization, the Board of Directors is entitled to issue and/or convey a maximum of 615,159 A-series shares under one or more decisions. The maximum amount corresponds approximately to 3% of the total amount of A-series shares and approximately to 1% of the company’s total amount of shares calculated by the amount of shares on the date of publication of the notice to the General Meeting. The share issue and shares granted under the special rights are included in the specified maximum amount.
The authorization does not apply to the company’s B-series or EMP-series shares.
For the sake of clarity it is stated that, on 18 February 2021, the company’s Extraordinary General Meeting decided on the Board of Directors’ authorization regarding issuing new shares, conveying the company’s own shares held by the company and/or granting of special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act with regard to the company’s A-series and B-series shares, and the authorization is valid until 18 February 2026 (“Valid Authorization”). On the date of the notice to the Annual General Meeting, 1,463,600 A-series shares and 9,100,000 B-series shares remain unused of the Valid Authorization.
The proposed authorization does not revoke the Valid Authorization. By virtue of the proposed authorization and the unused part of the Valid Authorization, the Board of Directors is entitled to issue and/or convey no more than 2,078,759 A-series shares and 9,100,000 B-series shares of the company in total. The share issue and shares granted under the special rights are included in the mentioned maximum amounts.
Other conditions
The shares may be issued either against payment or without payment and they may also be issued to the company itself. The authorization entitles the Board of Directors to implement the share issue also as a directed issue. The authorization may be used in the implementation of possible acquisitions or other arrangements within the company’s business, to finance investments, to develop the company’s financial structure, as part of the implementation of possible incentive schemes of the company and/or for other purposes decided by the Board of Directors.
It is proposed that the authorization includes the right of Board of Directors to decide on other terms and conditions of the share issue and granting of special rights referred to in Chapter 10, Section 1 of the Companies Act. It is proposed that the authorization is valid for 18 months.
18. Closing of the Meeting
B. Documents of the General Meeting
This notice to the General Meeting, which includes all the Board of Directors’ proposals for resolutions on the agenda of the General Meeting, is available on the company’s website at nightingalehealth.com/investors/annual-general-meeting-2022/. The company’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report as well as the Remuneration Report will be available on the above-mentioned website on 27 October 2022 at the latest. The Minutes of the General Meeting will be available on the above-mentioned website on 1 December 2022 at the latest.
C. Instructions for the participants in the General Meeting
1. Exercising rights by the use of telecommunications and technical means
The company’s Articles of Association were amended at the Extraordinary General Meeting held on 29 June 2022 so that the Board of Directors may also decide to hold a General Meeting without a meeting venue, in which case the shareholders fully exercise their decision-making powers by the use of telecommunications and technical means during the meeting in real time (“Remote Meeting”). The company’s Board of Directors has decided to organize the Annual General Meeting as a Remote Meeting and to convene it in accordance with this notice to the General Meeting.
The Remote Meeting shall be attended in real time through Inderes Plc’s virtual general meeting service on the Videosync platform that includes a video and audio connection to the General Meeting. Participating in the Remote Meeting does not require software or loadings subject to charge. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for audio. Chrome, Firefox, Edge, Safari or Opera browsers are recommended for participation.
The link and password for the participation in the Remote Meeting will be sent by email and/or text message to the email address and/or phone number provided in connection with the registration to the Meeting at the latest on the day preceding the Meeting. It is recommended to log into the meeting system before the Meeting’s starting time.
Shareholders who participate in the Remote Meeting in real time have all shareholder rights in use during the meeting, such as the right to present questions orally and the right to vote, apart from the EMP-series shareholders who have all other shareholder rights in use except for the right to vote. Based on Section 4 of Articles of Association, the EMP-series shares do not carry the right to vote at a General Meeting. Presenting questions orally requires a microphone in the device used for participating in the General Meeting.
More detailed information about the virtual general meeting service as well as a link to test the compatibility of a computer, smartphone or tablet and the network connection are available on the company’s website at nightingalehealth.com/investors/annual-general-meeting-2022/. It is recommended that participants view the instructions for participation before the start of the General Meeting.
Shareholders may participate in the General Meeting also by voting in advance in accordance with Section C. 3. of this notice. Voting in advance is not mandatory.
The General Meeting shall be held in Finnish. It is also possible to follow the General Meeting with English interpretation.
In accordance with Chapter 5, Section 16, Subsection 5 of the Companies Act, the shareholders who have exercised their right to vote before the Meeting (through the advance voting) or who can exercise their right to vote during the Remote Meeting shall be considered to be participants in the Meeting. Participation in the Meeting also requires that the shareholder has a right to participate in the General Meeting in accordance with Chapter 5, Sections 6 and 6a of the Companies Act.
2. Right to participate and registration of a shareholder registered in the shareholders’ register
A shareholder who is registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date of the General Meeting, 7 November 2022, has the right to participate in the General Meeting. A shareholder whose shares are registered on his/her Finnish book-entry account is registered in the shareholders’ register of the company.
The registration commences on 17 October 2022 at 4:00 p.m. (EEST). A shareholder registered in the company's shareholders’ register, who wishes to participate in the General Meeting, must register for the General Meeting no later than by 10 November 2022 at 4:00 p.m. (EET) by which time the registration needs to have been received. The registration for the General Meeting can be made:
a) Through the company’s website at nightingalehealth.com/investors/annual-general-meeting-2022/.
Online registration requires that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish or Swedish Bank ID or Mobile ID.
b) By mail or email.
A shareholder who registers by mail or email shall send the registration and advance voting form available on the company’s website at nightingalehealth.com/investors/annual-general-meeting-2022/ or corresponding information to Innovatics Ltd by mail to the address Innovatics Ltd, General Meeting / Nightingale Health Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by email to [email protected].
If the shareholder registers for the General Meeting by mail or email to Innovatics Ltd, the delivery of the registration and advance voting form or the corresponding information before the end of the registration period shall be deemed a registration for the General Meeting, provided that the shareholder’s message includes the information mentioned on the form required for registration.
In connection with the registration and possible advance voting, the requested information shall be provided, such as the shareholder’s name, date of birth/business ID and contact information. The provided personal data shall only be used in connection with the processing of the General Meeting and necessary registrations related to it.
Additional information on the registration and advance voting is available during the registration period by telephone from Innovatics Ltd’s telephone number at +358 10 2818 909 on weekdays from 9:00 a.m. until 12:00 noon and from 1:00 p.m. until 4:00 p.m.
3. Voting in advance
Shareholders with a Finnish book-entry account may, if they wish, vote in advance on certain items on the agenda of the General Meeting between 17 October 2022 at 4:00 p.m. (EEST) and 10 November 2022 at 4:00 p.m. (EET). The advance voting is possible:
a) Through the company’s website at nightingalehealth.com/investors/annual-general-meeting-2022/.
Logging into the service is done in the same way as for the registration in Section C. 2. a) of this notice.
b) By mail or email.
A shareholder who votes in advance by mail or email shall send the registration and advance voting form available on the company’s website at nightingalehealth.com/investors/annual-general-meeting-2022/ or corresponding information to Innovatics Ltd by mail to the address Innovatics Ltd, General Meeting / Nightingale Health Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by email to [email protected].
If the shareholder votes in advance by mail or email to Innovatics Ltd, the delivery of the registration and advance voting form or the corresponding information before the end of the registration period shall be deemed also a registration for the General Meeting, provided that the shareholder's message includes the required information required in both the registration section and the advance voting section of the form.
The proposals for resolutions that are subject to the advance voting are deemed to have been presented at the General Meeting as unchanged in accordance with Chapter 5, Section 16, Subsection 5 of the Companies Act and the advance votes are taken into account in the possible voting at the Remote Meeting also in the situations where an alternative proposal for resolution has been made regarding the matter. Taking the votes into account requires that the shareholder who has voted in advance is registered in the company’s shareholder register maintained by Euroclear Finland Ltd on the record date of the General Meeting on 7 November 2022.
It is not possible for the shareholder who votes in advance to exercise other shareholder rights under the Companies Act in the General Meeting, such as the right to ask questions or right to demand a vote, unless the shareholder also registers for and participates him-/herself or through a proxy representative in the Remote Meeting in real time. A shareholder who has voted in advance and who also participates in the Remote Meeting in real time can, in a voting situation, if he/she wishes, change the votes given in advance.
4. Holder of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of the shares based on which the shareholder would be entitled to be registered in the shareholders’ register maintained by Euroclear Finland Ltd on 7 November 2022. The right to participate in the General Meeting requires, in addition, that the shareholder has, on the basis of such shares, temporarily been registered into the shareholders’ register held by Euroclear Finland Ltd at the latest by 14 November 2022 at 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes registration for the General Meeting.
A holder of nominee-registered shares is advised to request in good time necessary instructions regarding the temporary registration in the shareholders' register, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account manager of the custodian bank shall report the holder of nominee-registered shares, who wishes to participate in the Annual General Meeting, to be temporarily registered into the shareholder’s register of the company by the above-mentioned date at the latest and take care of possible advance voting on behalf of the shareholder within the registration period for nominee-registered shares.
A holder of nominee-registered shares who has registered for the General Meeting may also participate in the Remote Meeting by the use of telecommunications and technical means in real time. In addition to the temporary registration into the shareholders’ register, the real-time participation in the Remote Meeting requires the delivery of the shareholder’s email address and telephone number to [email protected] before the end of the registration period for the holders of nominee-registered shares, so that the shareholders can be sent a participation link and password to participate in the Remote Meeting.
5. Use of proxy representatives and proxy documents
A shareholder may participate in the General Meeting and exercise his/her rights at the Meeting by way of proxy representation. The proxy representative of the shareholder may also vote in advance in a manner set out in this notice.
The proxy representative of the shareholder shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. When registering for the General Meeting and possibly voting in advance through the company’s website, the proxy representative shall identify him-/herself in the electronic registration service personally with strong authentication, after which the proxy representative is able to register and, if he/she wishes, vote in advance on behalf of the represented shareholder. Statutory right of representation may be demonstrated by using the Suomi.fi e-Authorisations service which is in use in the online registration service.
Should a shareholder participate in the General Meeting by means of several proxy representatives who represent the shareholder with shares in different book-entry accounts, the shares based on which each proxy representative represents the shareholder shall be informed in connection with the registration for the General Meeting.
Possible proxy documents are requested to be delivered primarily as an attachment in connection with the electronic registration and possible advance voting, or alternatively to Innovatics Ltd by mail to the address Innovatics Ltd, General Meeting / Nightingale Health Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by e-mail to [email protected] before the end of the registration period, by which time the proxy documents must be received by Innovatics Ltd. A template for a proxy document is available on the company's website at nightingalehealth.com/investors/annual-general-meeting-2022/.
Submitting a proxy document and the registration and advance voting form mentioned in Section C. 2. b) to Innovatics Ltd before the end of the registration period is deemed a registration for the General Meeting, provided that they set forth the information necessary for the registration required on the form.
In case an individual proxy representative represents several different shareholders at the Remote Meeting in real time, the proxy representative will be provided with a separate participation link and password for each represented shareholder. The proxy representative shall take care of the use of shareholders’ rights by logging into the service for each shareholder separately.
6. Other instructions and information
A shareholder who participates in the General Meeting in real time has the right to ask questions at the General Meeting in accordance with the Chapter 5, Section 25 of the Companies Act regarding the matters discussed at the General Meeting.
Changes in share ownership after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder’s number of votes.
As per the date of the notice to the General Meeting on 14 October 2022, Nightingale Health Plc has a total of 20,787,594 A-series shares, which represent 207,875,940 votes, 38,892,100 B-series shares, which represent 38,892,100 votes, and 1,238,765 EMP-series shares which do not carry voting rights.
Helsinki, 14 October 2022
NIGHTINGALE HEALTH PLC
Board of Directors
For further information:
CEO Teemu Suna, [email protected]
Certified Adviser:
Oaklins Merasco Ltd, tel. +358 9 6129 670
About Nightingale Health
Nightingale Health is The Preventative Health Company. Staying healthy is one of the top priorities in human life. Our health has a profound impact on our quality of life, and it’s also strongly connected to the lives of those close to us. Nightingale Health enables prevention by combining the power of our in-house developed, advanced blood analysis technology with unprecedented access to global health repositories and world-leading medical research. With this combination, we go beyond the traditional healthcare and wellbeing tools: We provide the scientific connection to multiple health and disease outcomes and the ability to predict future healthy years.
