Notice to the Annual General Meeting of Nightingale Health Plc
Nightingale Health Plc
Company release, 19 October 2023 at 3 p.m. (EEST)
The Annual General Meeting of Nightingale Health Plc will be held on Thursday, 16 November 2023, beginning at 3:00 p.m. (EET).
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. The remote meeting does not have a physical meeting venue which shareholders or their proxy representatives could attend in person. Shareholders can also participate in the Meeting through advance voting.
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 Olli Nikitin shall act as the Chair of the remote meeting. In case Olli Nikitin 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 the 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 2022 – 30 June 2023
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 2022 - 30 June 2023, 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 2022 - 30 June 2023. 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-2023.
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 six (6).
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 Antti Kangas, Olli Karhi, Ilkka Laurila, 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 Panu Vänskä, 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 2,058,592 A-series shares and 3,915,397 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. The authorization revokes the authorization to repurchase the company’s own shares decided by the previous Annual General Meeting on 17 November 2022.
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 594,992 A-series shares under one or more decisions. The maximum amount corresponds approximately to 2.9% of the total amount of A-series shares and approximately to 1.0% 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.
In addition, by virtue of the authorization, the Board of Directors is entitled to convey a maximum of 577,920 EMP-series shares held by the company under one or more decisions.
The authorization does not apply to the company’s B-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 7,900,000 B-series shares remain unused of the Valid Authorization.
The proposed authorization does not revoke the Valid Authorization, but it revokes the authorization decided by the Annual General Meeting on 17 November 2022 to authorize the Board of Directors to decide on the share issue and granting of special rights entitling to shares.
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 2,058,592 A-series shares and 7,900,000 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. In addition, by virtue of the proposed authorization, the Board of Directors is entitled to convey a maximum of 577,920 EMP-series shares held by the company.
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-2023. The company’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report as well as the Remuneration Report are available on the above-mentioned website. The Minutes of the General Meeting will be available on the above-mentioned website on 30 November 2023 at the latest.
C. Instructions for the participants in the General Meeting
1. 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 Oy on the record date of the General Meeting, 6 November 2023, 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 23 October 2023 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 10 November 2023 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-2023.
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-2023 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 agm@innovatics.fi.
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 as well as the name of a possible assistant or proxy representative and the date of birth of the proxy representative. 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. Finnish time.
2. Right to participate and registration of holders 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 Oy on 6 November 2023. 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 Oy at the latest by 13 November 2023 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 identification information as well as email address and telephone number by email to agm@innovatics.fi or by mail to the address Innovatics Ltd, General Meeting / Nightingale Health Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, 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.
If a holder of nominee-registered shares has authorized his/her custodian bank to vote in advance on his/her behalf, the votes cast in this way will be taken into account as advance votes of the holder of nominee-registered shares at the General Meeting, unless the holder of nominee-registered shares votes otherwise at the General Meeting.
3. 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 agm@innovatics.fi 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-2023/.
Submitting a proxy document and the registration and advance voting form mentioned in Section C. 1. 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, only one link and password will be provided to the proxy representative, through which the proxy representative can represent all shareholders to be represented.
4. Participation instructions
Shareholders who have the right to participate in the General Meeting participate in the Meeting and exercise their rights during the Meeting in full and in real time via remote access.
The remote meeting shall be attended in real time through Inderes Oyj’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 and a microphone for asking questions orally or exercising the right to speak. 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 the Articles of Association, the EMP-series shares do not carry the right to vote at a 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-2023. It is recommended that participants view the instructions for participation before the start of the General Meeting.
5. Advance voting
A shareholder whose shares are registered on his/her Finnish book-entry account may, if he/she wishes, vote in advance on certain items on the agenda of the General Meeting between 23 October 2023 at 4:00 p.m. (EEST) and 10 November 2023 at 4:00 p.m. (EET). The advance voting is possible:
a) Through the company’s website at nightingalehealth.com/investors/annual-general-meeting-2023.
Logging into the service is done in the same way as for the registration in Section C. 1. 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-2023 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 agm@innovatics.fi.
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 mentioned 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. 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 Oy on the record date of the General Meeting on 6 November 2023.
For holders of nominee-registered shares, the advance voting is carried out via the account manager of the custodian bank. The account manager may vote in advance on behalf of the holders of nominee-registered shares that they represent in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.
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 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.
6. Other instructions and information
The General Meeting shall be held in Finnish, but the CEO’s review will be presented in English.
A shareholder who participates in the General Meeting in real time has the right to ask questions at the General Meeting in accordance with 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 19 October 2023, Nightingale Health Plc has a total of 20,585,924 A-series shares, which represent 205,859,240 votes, 39,153,970 B-series shares, which represent 39,153,970 votes, and 1,178,565 EMP-series shares which do not carry voting rights.
Helsinki, 19 October 2023
NIGHTINGALE HEALTH PLC
Board of Directors
For further information:
CEO Teemu Suna, ir@nightingalehealth.com
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.
Nightingale Health operates globally with a parent company in Finland and seven subsidiaries in countries such as Japan, the United States, Singapore, and the United Kingdom. We have customers in more than 25 countries in the healthcare and medical research sectors. Our technology is being used in many of the world’s leading health initiatives, such as the UK Biobank, and over 450 peer-reviewed publications validate the technology. Nightingale Health’s technology has been used in over 450 peer-reviewed studies to date. Our B-series shares are listed on the First North Growth Market Finland marketplace. Read more: https://nightingalehealth.com/.
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