Investors

Share Information

Number of shares: 6 686 673

Total number of outstanding warrants: 580 (see below for details)

Warrant

Exercise price/share

Maximum amount of warrants

Expiry date

KREOS

EUR 32.00

580 shares

July 13, 2022

Stock option plans total: 586,510  (see below for details)

Option scheme

Subscription price/share

Maximum amount of option rights

Subscription period

2016B

EUR 18.00

900 shares

 1.7.2019-15.12.2024

2016C

EUR 23.00

556 shares

1.7.2020-15.12.2025

2018A

EUR 5.00

27 shares

1.7.2022-15.12.2027

2018B

EUR 1.00

27 shares

1.7.2023-15.12.2028
2020A

EUR 2.00

165,170 shares

1.7.2022-15.12.2027
2020B

EUR 7.00

206,011 shares

1.7.2023-15.12.2028
2020C*

213,819 shares

1.7.2024-15.12.2029

*The share subscription price for stock options 2020C the trade volume weighted average quotation of the share on Nasdaq First North Growth Market Finland during twenty (20) trading days following the release date of the Company´s Financial Statements of the year 2021

Board of Directors authorizations outstanding total: 1,364,835 shares (see below extracts from the EGM 2021 & AGM 2021 decisions; numbers and prices of shares adjusted according to the reverse split)

THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AUTHORIZED THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUES AS WELL AS ISSUES 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. Based and within the limits of this authorization, the Board of Directors can also decide on issuance(s) of option rights or other special rights set forth in Chapter 10 the Limited Liability Companies Act complementing or replacing issuance(s) of shares.

Under the authorization, a maximum of two million two hundred thousand (2,200,000) shares may be issued, which corresponds to approximately 33.35 percent of all the shares in the Company after the share issue, provided that new shares are issued, considering all registered shares of the Company.

In issue of new ordinary shares, the shareholders have the right to subscribe for new shares in proportion to their existing holdings of the shares of the Company. The Board of Directors has the right to decide upon the offering to parties determined by the Board of Directors of any shares that may remain unsubscribed for pursuant to the shareholders' pre-emptive subscription right. In connection with any shares which remain unsubscribed in such subscription rights issue, the Board of Directors is authorized to resolve on directed share issues or directed issues of option rights or 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 shares and option rights or other special rights entitling to shares can hence be issued in one or more tranches. 

In the issuance of shares in the subscription rights issue, the Board of Directors proposes that the preliminary subscription price is EUR 3.00. Taking into account such price level, the major shareholders of the Company, Ossi Haapaniemi, Kyösti Kakkonen and Leena Niemistö each jointly with related-party companies/ book-entry accounts controlled by each, as well as certain members of the Company’s Board of Directors and management team have provided  preliminary commitments to the Company regarding subscription of new shares in such subscription rights issue with certain terms of up to approximately 48% of the authorized amount which would be equal to in aggregate approximately EUR 3,15 million.

The Board of Directors is authorized, at its discretion, to resolve the final subscription price as well as all terms for the share issues and granting of the special rights entitling to shares.

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

The authorization is valid for one (1) year from the decision of the Extraordinary General Meeting of Shareholders.

The authorization may be used for the future financing needs of the Company, developing the equity structure, minimize or reduce debts and possible mergers and acquisitions and other corporate purposes.

 

THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AUTHORIZED THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUES AS WELL AS ISSUES 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. Based and within the limits of this authorization, the Board of Directors can also decide on issuance(s) of option rights or other special rights set forth in Chapter 10 the Limited Liability Companies Act complementing or replacing issuance(s) of shares.

Under the authorization, a maximum of fifty thousand (50,000) shares may be issued, which corresponds to approximately 1.12 percent of all the shares in the Company after the share issue, provided that new shares are issued, considering all registered shares of the Company.

The shares, option rights and/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 issues and the terms for the granting of the option rights and other 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. Such new shares may also be issued without payment, provided that there as a particularly weighty financial reason for the Company and considering the interests of its all shareholders 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 authorization may be used in connection with future financing needs of the Company (e.g. for a payment of fee payable in Nexstim shares for an investor providing a significant subscription commitment in connection with a possible share issue), developing the equity structure, minimize or reduce debts and possible mergers and acquisitions and other corporate purposes.

 

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS AUTHORIZED THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUES AS WELL AS ISSUES OF OPTION RIGHTS AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES, PURSUANT TO CHAPTER 10 OF THE COMPANIES ACT, AS FOLLOWS:

The Board of Directors was authorised to decide on (i) the issuance of new shares and/or (ii) the transfer of the Company’s own shares and/or (iii) the issuance of special rights referred to in Chapter 10, Section 1 of the Companies Act with the following terms:

Right to shares:

New shares may be issued and the Company’s own shares transferred

• to the Company’s shareholders in proportion to their current shareholdings in the Company; or

• deviating from the shareholders’ pre-emptive right through one or more directed share issue, if the Company has a weighty financial reason to do so, such as the use of shares as consideration for possible acquisitions or other arrangements related to the company’s business (including the arrangement regarding the reducing of the quantity of the Company’s shares), financing of investments.

The new shares can also be issued to the Company itself free of charge. Share issue against payment and without payment: New shares may be issued and treasury shares held by the Company may be transferred either against payment (Share issue against payment) or free of charge (Share issue without payment). A directed share issue can only be without payment if there is a particularly weighty financial reason for it from the Company’s point of view and taking into account the interests of all its shareholders.

The maximum number of shares:

Pursuant to the authorisation, the Board of Directors is entitled to decide on the issuance of new shares and/or the transfer of the Company’s own shares so that the total number of issued and/or transferred shares does not exceed 1,300,000, when the current number of the Company’s registered shares is 6 643 389. 

Issuance of special rights:

The Board of Directors may issue special rights referred to in Chapter 10, Section 1 of the Companies Act, which entitle the holder to receive new shares or the Company’s own shares in against payment. The right may also be granted to the Company’s creditor in such a way that the right is subject to the condition that the creditor’s claim be used to set off the share subscription price (convertible bond).

The number of new shares to be subscribed to under the special rights granted by the Company and the number of treasury shares to be transferred held by the Company may not exceed a total of 1,300,000, which is included in the maximum number mentioned in the “Maximum number of shares” -section above. As the proposals regarding reverse split are approved the authorization shall be adjusted correspondingly.

Recording of the subscription price in the balance sheet:

The subscription price of the new shares and the amount to be paid for the Company’s own shares must be entered in the invested unrestricted equity fund.

Other terms and validity:

The Board of Directors decides on all other matters related to the authorisations.

The authorisations are valid for eighteen (18) months from the decision of the Annual General Meeting. The authorisation does not invalidate prior resolved and registered authorisations made by the General Meeting of Shareholders regarding share issue, issuing of option rights and other special rights entitling to shares.

 

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS AUTHORIZED THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUES AS WELL AS ISSUES 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 authorisation are new or those in the Company’s possession. Based on and within the limits of this authorisation, the Board of Directors can also decide on issuance(s) of option rights or other special rights set forth in Chapter 10 the Companies Act complementing or replacing issuance(s) of shares.

The new shares can also be issued to the Company itself free of charge. Share issue against payment and without payment: New shares may be issued, and treasury shares held by the Company may be transferred either against payment (Share issue against payment) or free of charge (Share issue without payment). A directed share issue can only be without payment if there is a particularly weighty financial reason for it from the Company’s point of view and taking into account the interests of all its shareholders.

Under the authorisation, a maximum of 55,000 shares may be issued, which corresponds to approximately 0,82% percent of all the shares in the Company after the share issue, provided that new shares are issued, considering all registered shares of the Company. 

The shares, option rights and/or other special rights entitling to shares can be issued in one or more tranches.

The Board of Directors is authorised to resolve on all terms for the share issues and the terms for the granting of the option rights and other special rights entitling to shares. The Board of Directors is authorised to resolve on a directed share issue and issue of the special rights entitling to shares in deviation from the shareholders’ preemptive right, provided that there is a weighty financial reason for the Company to do so.

The authorisation is valid for five (5) years from the decision of the Annual General Meeting of Shareholders. The authorisation may be used for 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. The authorisation can also be used for incentive arrangements and payment of the Board fees.

All above information has been updated on July 28, 2021.

Terms and conditions for the stock options