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Resolutions of the annual general meeting of shareholders, 28 March 2017

28 March 2017

Nexstim Plc (NXTMH:HEX, NXTMS:STO), a medical technology company aiming to improve rehabilitation for stroke patients with the use of non-invasive brain stimulation, announces that the following resolutions were adopted at its annual general meeting of shareholders held today on 28 March:

The annual general meeting of shareholders of Nexstim Plc adopted the company's financial statements, including the consolidated financial statements for the year 2016, and discharged the members of the Board of Directors and the Chief Executive Officer from liability.

Dividend and handling of loss

The annual general meeting decided that no dividend would be paid for the financial year 1 January – 31 December 2016 and that the loss of the financial year be added to the loss account.

Composition and remuneration of the Board of Directors

The annual general meeting resolved the number of the members of the Board of Directors at five. Martin Jamieson, Ken Charhut, Rohan J. Hoare, Juliet Thompson and Tomas Holmberg were elected to the Board. Martin Jamieson was elected as the chairman and Juliet Thompson as the deputy chairman.

The remuneration of the members of the Board of Directors was resolved as follows: €36,000 for the members of the board domiciled in the USA, and €27,000 for the members domiciled in Europe. The annual general meeting recommended that the members of the board invest half of the above-mentioned remuneration in the company's shares.

Further, the annual general meeting resolved that the members of the board committees shall be paid as follows; €10,000 for the chairman of a committee per year and €5,000 for the members of the Committee.

It was decided that reasonable travel expenses be compensated to the board members.

The annual general meeting of Shareholders decided that a restricted share unit plan be implemented to selected members of the Board of Directors of Nexstim Plc, on the terms and conditions attached to the proposals of the Board of Director’s and its Committees to the annual general meeting which is available on the company’s web site www.nexstim.com. The plan includes four vesting periods, corresponding to the terms of office 2016—2017, 2017—2018, 2018—2019 and 2019—2020 of the member of the Board.

 

The aim of the plan is to commit the participants to the company, to align the objectives of the shareholders and the participants in order to increase the value of the company and to offer the participants a reward plan based on receiving and accumulating the company’s shares.

 

The target group of the plan will be those members of the Board of Director’s who are independent of the company.The reward allocations in 2017 will be determined in cash.

 

Allocation for Board Members for the Vesting Period 2017—2018

 

The annual general meeting decided that for each Board member who is independent from the company the grant gross value of the reward for the vesting period 2017—2018 will be EUR 12,500. The aim is to propose equal allocations for the Board Members also to the annual general meetings of Shareholders in 2018 and 2019.

 

The granted reward will be converted into restricted share units at the beginning of the vesting period, in 2017. The conversion of the granted reward into restricted share units will be based on the trade volume weighted average quotation of the company´s share on Nasdaq Helsinki Ltd during 20 trading days following the release date of the company´s Financial Statements from 2016. In the plan, one restricted share unit corresponds to one company´s share. The value of the payable reward will be determined on the basis of the share price on the book-entry registration date of the paid shares.

 

The annual general meeting decided that rewards from the plan will be paid to the Board Members in the company´s shares within four weeks of the annual general meeting of Shareholders in 2018, 2019 and 2020. The allocated reward for the vesting period 2017—2018 will be paid within four weeks of the annual general Meeting of Shareholders in 2018. The company will withhold taxes and employment related expenses from the cash proportion of the reward according to law in force. Should a Board Member cease to be a member of the Board before the end of a vesting period, no reward will be paid to him or her on the basis of such vesting period.

 

Ownership Recommendation

 

The annual general meeting proposes that the participants will be strongly recommended to hold shares paid as reward as long as their mandate as a member of the Board continues.

Election of the auditor and auditor's fee

PricewaterhouseCoopers Oy, an authorized Public Accountants was re-elected as the auditor with Martin Grandell acting as the auditor-in-charge. The auditor will be paid a reasonable fee.

Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares

The annual general meeting of Shareholders decided to authorize the Board of Directors to decide on share issue as well as issue of option rights and other special rights entitling to shares, pursuant to Chapter 10 of the Finnish Limited Liability Companies Act as follows:

The shares issued under the authorization are new or those in the company's possession. Under the authorization, a maximum of seven million (7,000,000) shares can be issued, which corresponds to approximately ten point nine (10,9) percent of all the shares in the company after the share issue, provided that new shares are issued. The shares or other special rights entitling to shares can be issued in one or more tranches. 

The Board of Directors is authorized to resolve on all terms for the share issue and granting of the special rights entitling to shares. The Board of Directors is authorized to resolve on a directed share issue and issue of the special rights entitling to shares in deviation from the shareholders' pre-emptive right, provided that there is a weighty financial reason for the company to do so.

The authorization does not invalidate prior resolved and registered authorizations made at the General Meeting of Shareholders regarding share issue, issuing of option rights and other special rights entitling to shares.

The authorization is valid for one (1) year from the decision of the annual general meeting of Shareholders.

The company intends to use this authorization for the future financing needs and possible mergers and acquisitions.

Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares

The annual general meeting of Shareholders decided to authorize the Board of Directors to decide on share issue as well as issue of option rights and other special rights entitling to shares, pursuant to Chapter 10 of the Companies Act as follows:

The shares issued under the authorization are new or those in the company's possession. Under the authorization, a maximum of seven million (7,000,000) shares can be issued. This number corresponds to approximately ten point nine (10,9) percent of all the shares in the company after the share issue, provided that new shares are issued. The shares or other special rights entitling to shares can be issued in one or more tranches.

The Board of Directors is authorized to resolve on all terms for the share issue and granting of the special rights entitling to shares. The Board of Directors is authorized to resolve on a directed share issue and issue of the special rights entitling to shares in deviation from the shareholders' pre-emptive right, provided that there is a weighty financial reason for the Company to do so. The authorization can also be used for incentive arrangements and payment of the Board fees.

The authorization does not invalidate prior resolved and registered authorizations made at the General Meeting of Shareholders regarding share issue, issuing of option rights and other special rights entitling to shares.

The authorization is valid for five (5) years from the decision of the annual general meeting of Shareholders.

The company intends to use the authorization to the implementation of the RSU plan for the members of the Board of Director's and for the long-term incentive plans for the management and the personnel of the company.

Minutes of the annual general meeting

The minutes of the annual general meeting will be published on, or by, 11 April 2017, on Nexstim's website.

 

NEXSTIM PLC

Martin Jamieson, Chairman and CEO

 

For further information please visit www.nexstim.com or contact:

 

Nexstim                                                                                                                                    +447715163942

Martin Jamieson, Chairman and CEO                                                   martin.jamieson@nexstim.com

                                                                                                                                                                                

UB Securities Oy (Certified Adviser)                                                                         +358 (0)9 2538 0246

 

Citigate Dewe Rogerson                                                                                               +44 (0)207 2821066

Katja Stout                                                                                                        katja.stout@citigatedr.co.uk

 

About Nexstim Plc

Nexstim is a medical technology company which has pioneered its technology in brain diagnostics with the Navigated Brain Stimulation (NBS) system as the first and only FDA-cleared and CE-marked navigated Transcranial Magnetic Stimulation (nTMS) system for pre-surgical mapping of the motor and speech cortices. Based on the same technology platform, the company has developed a system called Navigated Brain Therapy (NBT®) which is CE-marked for chronic neuropathic pain, major depression and stroke therapy. Nexstim's shares are listed on Nasdaq First North Finland and Nasdaq First North Sweden. For more information please visit www.nexstim.com

 

 

 

 

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