Company Announcement
Notice to the extraordinary General Meeting of
The shareholders of
- Agenda of the Meeting
The following matters will be considered at the Extraordinary General Meeting:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinize the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Resolution on the remuneration of the members of the Board of Directors
The general meeting has previously resolved that the Chairman of the Board would be paid
The general meeting has further in its previous meeting resolved that the members of the Board of Directors would receive special rights entitling to shares as referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act, that entitle the Chairman of the Board to subscribe maximum of 150,000 shares and the rest of the Board Members to each subscribe maximum of 100,000 shares, in the aggregate a maximum of 450,000 shares in total.
The Board of Directors proposes, that in accordance with the prior resolution of the general meeting, the new board member elected pursuant to section 8, would be paid as remuneration
The issue of special rights is conditional on the General Meeting's resolution on issue of option rights pursuant to section 9 (Issue of special rights) below.
- 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 would be confirmed to be four (4).
- Election of members of the Board of Directors
The Board of Directors proposes that
Further details on
- Issue of special rights
The Board of Directors proposes that special rights, entitling to shares as referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act would be issued on the following terms:
- The total number of options rights to be issued is at most 38,630;
- The option rights entitle the new member of the Board of Directors to subscribe for a maximum of 38,630 shares;
- The option rights are issued without payment;
- The option rights or subscription right relating thereto may not be transferred;
-
The subscription period of the option rights commences immediately and is in force until
17 December 2021 . The options are subscribed by signing an option agreement substantially in the form enclosed to this notice as appendix 1; - The detailed terms and conditions of the options rights are enclosed as appendix 2 to the notice. Each option right entitles the option holder to subscribe for new ordinary shares of the Company;
-
The subscription period for shares based on the option rights shall commence from the registration of the stock options to the
Trade Register and is in force until6 April 2026 ; -
The subscription price of the shares subscribed with the option is
EUR 9.00 per share. The payment period for the shares commences immediately and is in force until6 April 2026 ; and - The condition for approving the subscription of the options is that the party entitled to subscribe for the options, sign an option agreement substantially in the form of the option agreement enclosed to this notice as appendix 1.
The stock options are issued in order to commit the board members of the company. Therefore, there is a weighty financial reason from the company's point of view to issue stock options as provided in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act.
- Closing of the meeting
- Documents of the Extraordinary General Meeting
The proposals for the resolutions on the matters on the agenda of the Extraordinary General Meeting set out above as well as this notice are available on the company's website www.nanoform.com. The proposals for the resolutions and the other above-mentioned documents are also available at the Extraordinary General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request.
The minutes of the meeting are available on the company's aforementioned website at latest as of
- Instructions for the participants in the Extraordinary General Meeting
- Shareholders registered in the shareholders' register
Each shareholder, who is registered on the record date of the general meeting, i.e.
A shareholder, who is registered in the shareholders' register of the company and who wants to participate in the Extraordinary General Meeting, shall register for the meeting no later than
Such notice can be given:
- through email egm@nanoform.com; or
-
by regular mail to
Nanoform Finland Plc , Viikinkaari 4, 00790Helsinki, Finland .
The personal data given to
The shareholder, his/her/its authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the meeting.
- Holders 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 he/she/it would be entitled to be registered in the shareholders' register of the company held by
A holder of nominee registered shares is advised to request all necessary instructions regarding the registration in the temporary shareholders' register of the company, the issuing of proxy documents and registration for the Extraordinary General Meeting from his/her/its custodian bank without delay. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, into the temporary shareholders' register of the company at the latest by the time stated above.
- Shares registered at
Euroclear Sweden AB
Shareholder whose shares are registered in the securities system of
In order to be entitled to request for temporary registration in the shareholders' register of
Shareholder, whose shares are registered in the securities system of
- Proxy representatives and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her/its rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. When a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Extraordinary General Meeting.
Even though Covid-19 pandemic does not currently prevent the general meeting from being held or shareholders from participating in the general meeting by being present at the meeting venue, the situation may change before the meeting. Therefore, the company strongly recommends that its shareholders participate in the general meeting and exercise their rights at the meeting by authorizing the proxy representative appointed by the company, Attorney-at-Law
Possible proxy documents should be delivered in originals to address
- Other instructions and information
Pursuant to Chapter 5 Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the Extraordinary General Meeting, the total number of shares and votes in
Board of Directors
ADDITIONAL INFORMATION
Director of Investor Relations
Tel. +358 29 370 0150
Email: hvh@nanoform.com
General Counsel
Tel. +358 50 353 0408
Email: peter.hanninen@nanoform.com
Certified Adviser:
APPENDICES
- Option agreement
- Terms and conditions of the option rights
- Notice of attendance
- Power of attorney
- Power of attorney (representative appointed by the company)
The appendices are available at the company's webpage at www.nanoform.com.
https://news.cision.com/nanoform/r/notice-to-the-extraordinary-general-meeting-of-nanoform-finland-plc,c3434355
https://mb.cision.com/Main/18905/3434355/1481928.pdf
https://mb.cision.com/Public/18905/3434355/81f34d2830c92797.pdf
https://mb.cision.com/Public/18905/3434355/a4e6a49700aa2aca.pdf
https://mb.cision.com/Public/18905/3434355/a0a9b7412db8e1c7.pdf
https://mb.cision.com/Public/18905/3434355/9c2cf05b17e9ef91.pdf
https://mb.cision.com/Public/18905/3434355/932426e22a169b65.pdf
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