Company Announcement, Helsinki, 30 March 2026 at 1:30 PM (EEST)
Nexstim Plc: Resolutions of the Annual General Meeting
Nexstim Plc ("Nexstim" or "Company") announces the following resolutions of the Annual General Meeting held today on 30 March 2026:
1 ADOPTION OF THE FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS, RESULT FOR THE FINANCIAL YEAR AND DISCHARGE FROM LIABILITY
The General Meeting adopted the Company's financial statements including the consolidated financial statements for the year 2025 and resolved that no dividend shall be paid for the financial year 1 January - 31 December 2025 and that the result for the financial year shall be recorded in the retained earnings account.
The General Meeting resolved to discharge the members of the Board of Directors and the CEO from liability for the financial year 1 January - 31 December 2025.
2 NUMBER AND ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS, ELECTION OF THE CHAIR
The General Meeting resolved in accordance with the proposal of the Nomination Committee that:
- The number of members of the Board of Directors shall be four (4);
- Tero Weckroth, Timo Hildén, Martin Forss and Leena Niemistö shall be re-elected as members of the Board of Directors.
- In accordance with her consent, Leena Niemistö shall be elected as Chair of the Board of Directors.
3 REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
The General Meeting resolved that the members of the Board of Directors elected at the General Meeting shall be paid remuneration for the period ending at the close of the Annual General Meeting in 2027 as follows:
- EUR 36,000 to the Chair of the Board of Directors;
- EUR 25,200 to each member of the Board of Directors;
- that no member of the Board of Directors serving on the Shareholders' Nomination Committee shall receive compensation for serving on the Shareholders' Nomination Committee;
- that a member of the Board of Directors shall be entitled to remuneration only for the peri-od during which he or she serves as a member of the Board of Directors;
- that a commitment-based share remuneration plan shall be adopted for the earning period 2026-2027 for the members elected to the Board of Directors of Nexstim Plc on terms that are substantially the same as those of the share remuneration plans previously in use by the Company, and that the detailed terms and conditions of the plan shall be published on the Company's website well in advance of the General Meeting;
- that the target group of the commitment-based share remuneration plan shall consist of members of the Board of Directors who are independent of the Company. A member of the target group is not, however, required to be independent of the Company's shareholders; and
- that the amount of remuneration for 2026 shall be determined in euros.
It was resolved that, in accordance with the Company's practice, the cash remuneration shall be paid in four instalments.
Share-based remuneration payable to the members of the Board of Directors for the earning period 2026-2027
It was resolved that the gross remuneration payable to the members of the Board of Directors for the earning period 2026-2027 shall be as follows:
- Chair: EUR 24,000
- Member: EUR 16,800
The remuneration granted shall be converted into share units at the beginning of the earning peri-od in 2026. The conversion of the granted remuneration into share units shall be based on the volume-weighted average share price on the Helsinki Stock Exchange during twenty (20) trading days following the publication date of the Company's financial statements for 2025. Under the plan, one share unit corresponds to one share in the Company.
The monetary value of the remuneration shall be determined on the basis of the share price pre-vailing on the registration date of the shares delivered.
It was resolved that the remuneration under the plan shall be paid to the members of the Board of Directors in the Company's shares within one month of the Annual General Meeting in 2027. If a member of the Board of Directors ceases to serve as a member of the Board of Directors before the end of the earning period, no remuneration shall be paid on this basis.
The Company shall withhold taxes and employer contributions from the cash portion of the remuneration as required by applicable law.
Ownership recommendation
Participants are recommended to retain the shares received as remuneration for as long as they serve as members of the Board of Directors.
Travel expenses
It was further resolved that reasonable travel expenses shall be reimbursed to the members of the Board of Directors against receipts in accordance with the Company's travel policy. This ap-plies to the members of the Board of Directors and, where applicable, also to a member of the Board of Directors serving as a member of the Shareholders' Nomination Committee.
4 AUTHORISATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
It was resolved that, insofar as the decision-making or signing of documents by a member of the Board of Directors concerns the member's own previously granted stock options, such member of the Board of Directors shall have an express authorisation granted by the General Meeting to participate in such decisions and to sign the documents, and that any potential conflict of interest shall not prevent the member of the Board of Directors from participating in such decisions and actions. Each member of the Board of Directors is authorised to represent himself or herself and to sign the relevant documents in connection with the above-mentioned actions. The above-mentioned arrangements shall be implemented in the same manner as in other option series.
The General Meeting resolved to authorise the members of the Board of Directors to enter into all necessary agreements, documents and other measures related to the exercise, waiver, cancellation for consideration or other transfer of stock options granted to the members of the Board of Directors as remuneration for their board membership, including the signing of relevant agreements on their own behalf as holders of the stock options.
5 ELECTION OF THE AUDITOR
The General Meeting resolved that the authorised public accounting firm PricewaterhouseCoopers Oy, which has appointed APA Tiina Puukkoniemi as the auditor with principal responsibility, shall be elected as the Company's auditor for the term ending at the close of the next Annual General Meeting. The proposed auditor has given its consent to the election.
6 REMUNERATION OF THE AUDITOR
The General Meeting resolved that the auditor shall be paid a reasonable fee in accordance with a reasonable invoice approved by the Company.
7 AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES AND THE GRANTING OF SPECIAL RIGHTS ENTITLING TO SHARES
The General Meeting resolved to authorise the Board of Directors to decide on (i) the issuance of new shares and/or (ii) the transfer of the Company's own shares held by the Company and/or (iii) the granting of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, on the following terms and conditions:
Right to shares:
New shares may be issued and the Company's own shares held by the Company may be transferred
- to the Company's shareholders in proportion to their existing shareholdings in the Company; or
- by way of a directed share issue deviating from the shareholders' pre-emptive right, if there is a weighty financial reason for the Company to do so, such as using the shares as consideration in possible acquisitions or other arrangements pertaining to the Company's business operations, or financing investments.
New shares may also be issued as a free share issue to the Company itself. Share issue against payment and free share issue: New shares may be issued and the Company's own shares held by the Company may be transferred either against payment (Share issue against payment) or free of charge (Free share issue). A directed share issue may be free of charge only if there is an especially weighty financial reason for the Company to do so, taking into account the interests of all shareholders of the Company.
Maximum number of shares:
Under 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 held by the Company so that the total number of shares to be issued and/or transferred shall not exceed 1,400,000 shares, which corresponds to approximately 16.25 per cent of all shares in the Company after the share issue, if new shares are issued, taking into account all registered shares of the Company.
Granting of special rights:
The Board of Directors may grant special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, which entitle the holder to receive, against payment, new shares or the Company's own shares held by the Company. The right may also be granted to a creditor of the Company so that the right includes a condition that the creditor's receivable may be used to set off the subscription price of the shares (convertible bond).
The total number of new shares to be subscribed and the Company's own shares held by the Company to be transferred under the special rights granted by the Company shall not exceed 1,400,000 shares, which number is included in the maximum number referred to above under "Maximum number of shares".
Recording of the subscription price in the balance sheet:
The subscription price of new shares and the amount payable for the Company's own shares shall be recorded in the reserve for invested unrestricted equity.
Other terms and validity:
The Board of Directors shall decide on all other matters related to the authorisations.
The authorisations shall be valid until the next Annual General Meeting, commencing from the date of the resolution of this Annual General Meeting.
8 AUTHORISATION RELATED TO THE IMPLEMENTATION OF LONG-TERM INCENTIVE PLANS FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND THE COMPANY'S MANAGEMENT AND PERSONNEL
The General Meeting resolved to authorise the Board of Directors to decide on (i) the issuance of new shares and/or (ii) the transfer of the Company's own shares held by the Company and/or (iii) the granting of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, on the following terms and conditions:
The shares to be issued under the authorisation shall be new shares of the Company or shares held by the Company. Under and within the limits of the authorisation, the Board of Directors may also decide on the granting of stock options or other special rights pursuant to Chapter 10 of the Finnish Companies Act alongside or instead of the issuance of shares. New shares may also be issued as a free share issue to the Company itself.
Share issue against payment and free share issue:
New shares may be issued and the Company's own shares held by the Company may be transferred either against payment (Share issue against payment) or free of charge (Free share issue). A directed share issue may be free of charge only if there is an especially weighty financial rea-son for the Company to do so, taking into account the interests of all shareholders of the Company.
The total number of shares to be issued under the authorisation shall not exceed 130,000 shares. This number corresponds to approximately 1.77 per cent of all shares in the Company after the share issue, if new shares are issued, taking into account all registered shares of the Company.
Shares, stock options and/or special rights entitling to shares may be issued in one or more tranches. The Board of Directors is authorised to decide on all terms and conditions of the share issue as well as the terms and conditions of the granting of stock options and special rights.
The Board of Directors is authorised to decide on a directed share issue and to grant special rights entitling to shares and to deviate from the shareholders' pre-emptive right to subscribe for shares, provided that the Company has a weighty financial reason to do so.
The authorisation shall be valid for five (5) years from the resolution of the Annual General Meeting. The authorisation may be used for the implementation of long-term incentive plans for the members of the Board of Directors and the Company's management and personnel. The authorisation may also be used for arranging incentives and for the payment of Board remuneration.
The authorisations do not revoke previously granted and registered authorisations to decide on the issuance of shares and the granting of special rights entitling to shares or the granting of stock options.
9 MINUTES OF THE ANNUAL GENERAL MEETING
The minutes of the Annual General Meeting will be published on the website of Nexstim Plc by 13 April 2026.
Helsinki, 30 March 2026
Board of Directors
NEXSTIM PLC
Further information is available on the website www.nexstim.com, or by contacting:
Leena Niemistö, Chair of Board of Directors
+358 9 2727 170
leena.niemisto@nexstim.com
The Company's Certified Adviser is DNB Carnegie Investment Bank AB.
About Nexstim Plc
Nexstim is a Finnish, globally operating growth-oriented medical technology company. Our mission is to enable personalized and effective diagnostics and therapies for challenging brain diseases and disorders.
Nexstim has developed a world-leading non-invasive brain stimulation technology for navigated transcranial magnetic stimulation (nTMS) with highly sophisticated 3D navigation providing accurate and personalized targeting of the TMS to the specific area of the brain.
Nexstim's Diagnostics Business focuses on commercialization of the NBS System 6, which is the only FDA-cleared and CE-marked navigated TMS system for pre-surgical mapping of the speech and motor cortices of the brain.
Nexstim's Therapy Business markets and sells the NBS System 6 which is FDA-cleared for marketing and commercial distribution for the treatment of Major Depressive Disorder (MDD) in adult and adolescent patients who have failed to achieve satisfactory improvement from prior antidepressant medication in the current episode, and as an adjunct for the treatment of adult patients suffering from Obsessive Compulsive Disorder (OCD). In Europe, the NBS 6 system is CE-marked for the treatment of major depression, chronic neuropathic pain as well as post-operative rehabilitation of motor deficits of the upper limb.
Nexstim shares are listed on Nasdaq First North Growth Market Finland.
For more information, please visit www.nexstim.com.
