Notice to the Extraordinary General Meeting of Nightingale Health Plc
Company release, 8 June 2022 at 5:05 p.m. (EEST)
The shareholders of Nightingale Health Plc (the “Company” below) are invited to the Extraordinary General Meeting to be held on Wednesday 29 June 2022 beginning at 4:00 p.m. at Borenius Attorneys Ltd’s premises at Eteläesplanadi 2, FI-00130 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, and no webcast will be provided from the meeting. The instructions for the shareholders are provided in Section C “Instructions for the participants in the Extraordinary General 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.
- 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 Attorney-at-law Andreas Doepel. In case Andreas Doepel 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. It is not possible to attend the meeting in person, and no webcast will be provided from the meeting.
6. The Board’s proposal to amend the Company’s Articles of Association in respect of General Meetings
The Board of Directors proposes that an addition is made to the Articles of Association concerning remote participation in the General Meeting as an alternative or without convening to a physical meeting. The amendment would be made to Section 12 of the Articles (Notice to the General Meeting) and would be subject to the entering into force of the governmental proposal 47/2022 relating to the matter.
The Section of the new Articles of Association:
12 NOTICE TO GENERAL MEETING, MEETING VENUE AND MEANS OF PARTICIPATION
The notice convening the General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting, however, no later than nine (9) days before the record date of the General Meeting.
The notice shall be delivered to the shareholders by means of a notice published on the company’s website or in at least one national daily newspaper designated by the Board of Directors.
In order to be entitled to attend and use their right to speak at the General Meeting, a shareholder must notify the company of its attendance by the date specified in the notice convening the General Meeting, which may not be earlier than ten (10) days prior to the General Meeting.
The Board of Directors may decide on alternative additional means of participating in the General Meeting so that shareholders may exercise their decision-making rights prior to or during the General Meeting by use of telecommunication or other technical means. The Board of Directors may also decide that the General Meeting is arranged without a meeting venue so that the shareholders exercise their full decision-making powers in real time by use of telecommunication or other technical means during the meeting.
The Section of the old Articles of Association:
12 NOTICE TO THE GENERAL MEETING
The notice convening the General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting, however, no later than nine (9) days before the record date of the General Meeting.
The notice shall be delivered to the shareholders by means of a notice published on the company’s website or in at least one national daily newspaper designated by the Board of Directors.
In order to be entitled to attend and use their right to speak at the General Meeting, a shareholder must notify the company of its attendance by the date specified in the notice convening the General Meeting, which may not be earlier than ten (10) days prior to the General Meeting.
7. Closing of the meeting
B. Documents of the General Meeting
The above-mentioned proposal for the resolution 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 no later than from 8 June 2022. 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 13 July 2022.
C. Instructions for the participants in the Extraordinary General Meeting
In order to limit the spread of the COVID-19 pandemic, the Extraordinary 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. 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, 17 June 2022, 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 14 June 2022 at 10:00 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 22 June 2022 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 10:00 a.m. on 14 June 2022 until 4:00 p.m. on 22 June 2022 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, Extraordinary General Meeting / Nightingale Health Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email at egm@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.
The 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 14 June 2022 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, Extraordinary General Meeting / Nightingale Health Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to egm@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 Akseli Uotila from Borenius Attorneys Ltd or another lawyer independent of the Company designated by him 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 Akseli Uotila 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., Akseli Uotila, Eteläesplanadi 2, FI-00130 Helsinki, Finland
email: akseli.uotila@borenius.com
telephone: +358 40 846 4648
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 Extraordinary General Meeting by virtue of such shares, based on which they on the record date of the Extraordinary General Meeting on 17 June 2022 would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Oy. The right to participate in the Extraordinary 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 24 June 2022 at 10:00 a.m. As regards nominee-registered shares, this constitutes due registration for the Extraordinary 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 Extraordinary 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 egm@nightingalehealth.com by 13 June 2022 at 16.00 p.m. 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 14 June 2022 at 10:00 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 Extraordinary General Meeting by 15 June 2022 at 4:00 p.m. at the online registration service or by email to egm@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 20 June 2022 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 Extraordinary General Meeting 8 June 2022, the Company has a total of 20,787,594 Series A shares, which represent 207,875,940 votes, 38,892,100 Series B shares, which represent 38,892,100 votes, and 1,238,765 EMP shares which have no voting rights.
It is not possible to attend the meeting in person, and no webcast will be provided from the meeting. The voting list and results of votes of the Extraordinary General Meeting shall be made solely based on the advance voting.
Helsinki 8 June 2022
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 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.
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