Notice to the Annual General Meeting of Nightingale Health Plc
Company Release, 1 October 2021 at 1.30 p.m. (EEST)
The shareholders of Nightingale Health Plc (the “Company” below) are invited to the Annual General Meeting to be held on Thursday, 28 October 2021, beginning at 4:00 p.m. (EEST) at Sanomatalo, Töölönlahdenkatu 2, FI-00100 Helsinki. The Company’s shareholders and their proxy representatives can participate in the meeting and exercise their shareholder rights only by voting in advance and by presenting counterproposals and questions in advance. It is not possible to attend the meeting in person. The instructions for the shareholders are provided in Section C “Instructions for the participants in the meeting” of this notice.
The Board of Directors of the Company has resolved on an exceptional meeting procedure pursuant to the Act on a temporary derogation from the Finnish Companies Act (375/2021, the “Temporary Act”). In order to limit the spread of the COVID-19 pandemic, the Company has resolved to take actions enabled by the temporary legislation in order to hold the General Meeting in a predictable manner, taking account the health and safety of the shareholders, the Company’s personnel and other stakeholders.
Shareholders who have registered for the meeting may follow the General Meeting remotely. Shareholders following the meeting this way are not considered to participate in the General Meeting and thus may not, among others, exercise their right to pose questions or vote in the General Meeting.
A. Matters on the agenda of the General Meeting
The following matters will be discussed at the General Meeting
1. Opening of the meeting
2. Calling the meeting to order
Attorney-at-law Juha Koponen shall act as the Chair. In case Juha Koponen is, due to a weighty reason, prevented from acting as the Chair, the Board of Directors shall appoint another person it deems the most suitable to act as the Chair.
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
The person to scrutinise the minutes and to supervise the counting of votes shall be lawyer Nina Koivisto. In case Nina Koivisto is, due to a weighty reason, prevented from acting as the person to scrutinise the minutes and to supervise the counting of votes, the Board of Directors shall appoint 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 adoption of the list of votes
Shareholders who have voted in advance within the advance voting period and have the right to attend the General Meeting under Chapter 5, Sections 6 and 6 a of the Finnish Companies Act shall be regarded as shareholders participating in the meeting. The list of votes shall be adopted based on information provided by Euroclear Finland Oy and Innovatics Ltd.
6. Presentation of the Financial Statements, the Board of Directors’ Report and the Auditor’s Report for the financial period of 1 July 2020 – 30 June 2021
Presentation of the CEO’s review.
As participation in the General Meeting is possible only via advance voting, the Annual Report published by the Company on 1 October 2021 that includes the Financial Statements, the Board of Directors’ Report and the Auditor’s Report, and which is available on the Company’s website shall be deemed to have been presented to the General Meeting.
7. Adoption of the Financial Statements, including the adoption of 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 ended on 30 June 2021, no dividend shall be distributed.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period of 1 July 2020 – 30 June 2021
10. Handling of the remuneration report of governing bodies
The Board of Directors proposes approval of the remuneration report. Pursuant to the Finnish Companies Act, the resolution is advisory. The remuneration report is available on the Company’s website at https://nightingalehealth.com/investors.
As participation in the General Meeting is possible only via advance voting, the remuneration report of governing bodies for the financial period of 1 July 2020 – 30 June 2021, published by the Company on 1 October 2021, which is available on the Company’s website, shall be deemed to have been presented to the General Meeting.
11. Handling of the remuneration policy of governing bodies
The Board of Directors proposes approval of the remuneration policy. Pursuant to the Finnish Companies Act, the resolution is advisory. The remuneration policy is available on the Company’s website at https://nightingalehealth.com/investors.
As participation in the General Meeting is possible only via advance voting, the remuneration policy of governing bodies, published by the Company on 1 October 2021, which is available on the Company’s website, shall be deemed to have been presented to the General Meeting.
12. 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 would be paid a monthly remuneration of EUR 2,000.
13. Resolution on the number of members of the Board of Directors
The Board of Directors proposes to the General Meeting that the number of members of the Board of Directors shall be confirmed to be seven (7).
14. Election of members of the Board of Directors
The Board of Directors proposes to the General Meeting 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 shall be re-elected.
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 https://nightingalehealth.com/investors.
15. Resolution on the remuneration of the Auditor
The Board of Directors proposes to the General Meeting that the remuneration of the Auditor is paid in accordance with a reasonable invoice approved by the Company.
16. Election of the Auditor
The Board of Directors proposes to the General Meeting that Authorised Public Accounting firm PricewaterhouseCoopers Oy shall be re-elected as the Auditor. PricewaterhouseCoopers Oy has informed that Valtteri Helenius would act as the Responsible Auditor.
17. Closing of the meeting
B. Documents of the General Meeting
The above-mentioned proposals for the resolutions on the matters on the agenda of the General Meeting as well as this notice are available on the Company’s website at https://nightingalehealth.com/investors. The Company’s Financial Statements, the Board of Directors’ Report and the Auditor’s Report as well as the remuneration policy and remuneration report will be made available on the above-mentioned website from 1 October 2021. Copies of the proposals for the resolutions and of other documents referred to above as well as of this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website no later than from 11 November 2021.
C. Instructions for the participants in the Annual General Meeting
In order to limit the spread of the COVID-19 pandemic, the Annual General Meeting is held so that the shareholders or their proxy representatives cannot be present at the meeting place. The shareholders of the Company and their proxy representatives can participate in the meeting and exercise their rights only by voting in advance and presenting, considering the limitations of the Temporary Act, counterproposals and questions in advance.
A video link and password to follow the meeting online will be sent by email and as a text message to the email address and phone number provided in connection with the registration. Following the meeting via the video stream is possible only for shareholders who are registered as shareholders of the Company on the record date of the General Meeting. Following the meeting via the video stream does not constitute participation in the General Meeting. The voting list and results of votes of the General Meeting shall be made solely based on the advance voting.
1. Shareholder registered in the shareholders’ register
A shareholder who is registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy on the record date of the General Meeting, 18 October 2021, has the right to participate in the General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the shareholders’ register of the Company. Changes in the holding of shares that take place after the record date have no effect on the right to participate or the number of votes of the shareholder in the General Meeting.
2. Registration and voting in advance
The registration and advance voting commence on 11 October 2021 at 12:00 a.m. when the deadline for counterproposals to be subject to voting has expired. A shareholder registered in the Company's shareholders’ register, who wishes to participate in the General Meeting by voting in advance, must register for the General Meeting and vote in advance no later than by 21 October 2021 at 4:00 p.m. by which time the registration and votes need to have been received.
When registering, requested information, such as the name, personal identification number or business ID and contact details of the shareholder, must be provided. The personal data given by the shareholder to the Company or Innovatics Ltd will be used only in connection with the General Meeting and with the processing of related necessary registrations.
The shareholders, who have a Finnish book-entry account, may register and vote in advance on certain items on the agenda of the General Meeting from 12:00 a.m. on 11 October 2021 until 4:00 p.m. on 21 October 2021 by the following means:
a) Through the website at https://nightingalehealth.com/investors
Online registration and voting in advance require that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.
b) By mail or email
A shareholder who votes in advance by mail or email shall send the advance voting form available on the Company’s website at https://nightingalehealth.com/investors or corresponding information to Innovatics Ltd by mail to Innovatics Ltd, Annual General Meeting / Nightingale Health Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email at agm@innovatics.fi.
If the shareholder participates in the General Meeting by sending the votes in advance by mail or email to Innovatics Ltd, the submission of the advance votes before the end of the registration and advance voting period constitutes registration for the General Meeting, provided that the shareholder's message includes the information requested on the advance voting form required for registration.
Instructions relating to the advance voting are available on the Company's website at https://nightingalehealth.com/investors. Additional information on the registration and advance voting is available during the registration period by telephone at +358 10 2818 909 on business days during 9:00 a.m. until 12:00 noon and from 1:00 p.m. until 4:00 p.m.
3. Proxy representatives and powers of attorney
A shareholder may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. Also the proxy representative shall vote in advance in a manner set out in this notice.
Proxy representatives must use strong electronic authentication when registering for the meeting and voting in advance online, after which they can register and vote in advance on behalf of the shareholder they represent.
Proxy representative of the shareholder shall present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the 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 representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
A template for proxy document and voting instructions will be available on the Company's website at https://nightingalehealth.com/investors at the latest on 11 October 2021 following the deadline for submitting counterproposals to be placed for a vote. Possible proxy documents should be delivered to Innovatics Ltd by mail to Innovatics Ltd, Annual General Meeting / Nightingale Health Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to agm@innovatics.fi before the end of the registration period, by which time the documents must be received by Innovatics Ltd.
Submitting a proxy and advance votes to Innovatics Ltd before the end of the registration period constitutes due registration for the General Meeting, provided that the above-mentioned information required for the registration are given.
A shareholder who does not vote in advance by themselves may use the proxy service provided by the Company free of charge and authorise lawyer Nina Koivisto from Borenius Attorneys Ltd or another lawyer independent of the Company designated by her from Borenius Attorneys Ltd to represent the shareholder and to exercise their voting right in the meeting in accordance with voting instructions given by the shareholder. The executed power of attorney including the advance voting form shall be provided to lawyer Nina Koivisto by regular mail or by email (contact information below) prior to the end of registration period, by which the documents mentioned shall be received.
The contact information of the proxy representative designated by the Company:
mail address: Borenius Attorneys Ltd., Nina Koivisto, Eteläesplanadi 2, FI-00130 Helsinki, Finland
email: nina.koivisto@borenius.com
telephone: +358 20 713 3128
Shareholder may participate in the General Meeting and exercise their rights in the meeting also by way of another proxy representative selected by themselves.
4. Holder of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which they on the record date of the Annual General Meeting on 18 October 2021 would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder has, on the basis of such shares, been registered into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by 25 October 2021 at 10:00 a.m. As regards nominee-registered shares, this constitutes due registration for the Annual General Meeting. Changes in the holding of shares that take place after the record date have no effect on the right to participate or the number of votes of the shareholder in the General Meeting.
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders' register, the issuing of proxy documents and registration for the Annual General Meeting from their custodian bank. The account management organisation of the custodian bank shall temporarily register a holder of nominee-registered shares into the shareholders' register of the Company at the latest by the time stated above and arrange advance voting on behalf of a nominee-registered shareholder.
5. Making of counterproposals to resolution proposals and sending questions in advance
The shareholders who have no less than one hundredth of all shares in the Company are entitled to make a counterproposal to be taken to the voting on the resolution proposals on the matters on the agenda of the General Meeting. Such counterproposals shall be provided to the Company by email addressed to agm@nightingalehealth.com by 6 October 2021 at the latest. The shareholders making counterproposals shall present an account of their shareholding when providing the counterproposal. The counterproposal is taken to be addressed by the General Meeting provided that the shareholder is entitled to participate in the General Meeting and the shareholder owns no less than one hundredth of all shares in the Company on the record date of the General Meeting. If the counterproposal is not taken to be addressed in the General Meeting, the votes cast in favour of the counterproposal are not considered. The Company publishes the possible counterproposals to be voted upon at its website at https://nightingalehealth.com/investors on 11 October 2021 at 12:00 a.m., at the latest.
A shareholder may present questions referred to in Chapter 5, Section 25 of the Finnish Companies Act with respect to the matters to be considered at the Annual General Meeting by 13 October 2021 at 4:00 p.m. at the online registration service or by email to agm@innovatics.fi. Such questions from shareholders, the Company’s management’s answers to them and any counterproposals that have not been placed for a vote will be available on the Company’s website at https://nightingalehealth.com/investors on 19 October 2021 at the latest. In connection with presenting questions and making counterproposals, shareholders are required to provide adequate evidence of their shareholding.
6. Other instructions and information
As at the date of this notice to the Annual General Meeting 1 October 2021, the Company has a total of 22,717,674 Series A shares, which represent 227,176,740 votes, 36,227,429 Series B shares, which represent 36,227,429 votes, and 1,664,530 EMP shares which have no voting rights.
Shareholders who have registered for the meeting may follow the Annual General Meeting remotely via video stream link provided by the Company. Shareholders following the meeting this way are not considered to participate in the Annual General Meeting and thus do not, among other things, have the right to vote or present questions as referred to in Chapter 5, Section 25 of the Finnish Companies Act during the meeting. The voting list and results of votes of the Annual General Meeting shall be made solely based on the advance voting. Shareholders cannot thus exercise their voting rights when following the meeting through the video stream, but votes must be cast in advance. Shareholders who have registered for the meeting will receive a link to the video stream and detailed instructions for following the video stream by email or text message two business days before the General Meeting.
Helsinki, 1 October 2021
NIGHTINGALE HEALTH PLC
BOARD OF DIRECTORS
For further information, please contact:
Teemu Suna, CEO
ir@nightingalehealth.com
Certified Adviser:
Oaklins Merasco Ltd, tel. +358 9 6129 670
About Nightingale
Nightingale Health is a health technology company transforming preventive care. We envisage a world that focuses on keeping people healthy rather than just treating illnesses. By combining our pioneering blood-testing technology and the ability to detect future disease risks, we are creating a world-leading health data platform that enables preventative care with better information. The platform helps people make better personal health decisions and connects the health industry to offer their services for individuals’ preventative needs. By empowering the world with comprehensive health insights, we accelerate scientific discoveries, industry developments and improve personal health for everyone.
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