Articles of Association
1 NAME OF THE COMPANY
The name of the company is Nightingale Health Oyj and the parallel company name in English is Nightingale Health Plc.
2 DOMICILE OF THE COMPANY
The company is domiciled in Helsinki.
3 FIELD OF BUSINESS
The company provides healthcare services. The field of business of the company also includes laboratory tests, software and service business and the development of analytical methods and applications based on computational techniques.
4 SHARE SERIES
The company has Series A shares, Series B shares and EMP shares. Each Series A share entitles to 10 votes per share at the General Meeting and Series B share entitles to one (1) vote per share at the General Meeting. EMP shares are non-voting shares.
The dividends paid to Series B shares will be five (5) per cent higher than those paid to Series A shares and EMP shares. The aforementioned preference only concerns the payment of dividends, no other distribution of assets or capital distribution.
5 CONVERSION OF SHARES
Series A shares or EMP shares can be converted into Series B shares at the request of a shareholder or, in case of nominee registered shares, a nominee custodian entered in the shareholders’ register. The conversion is made with a conversion rate of one to one (1:1), in which case one Series A share or EMP share is converted into one Series B share.
EMP shares may be converted into Series B shares as follows:
1. when six months have passed since the start of trading of the company’s shares on the First North Growth Market (first trading day), 25 per cent of the EMP shares held by the shareholder on the first trading day may be converted into Series B shares upon request; and
2. when 12 months have passed since the first trading day, in addition to what is set forth in the first section, 15 per cent of the EMP shares held by the shareholder on the first trading day may be converted into Series B shares upon request.
Notwithstanding and in addition to the time-based conversion right set forth above, EMP shares may be converted into Series B shares as follows:
3. when the company’s market capitalisation is at least EUR 500 million at the time the conversion request is submitted to the company, 30 per cent of the EMP shares held by the shareholder on the first trading day may be converted into Series B shares upon request; and
4. when the company’s market capitalisation is at least EUR 1 billion at the time the conversion request is submitted to the company, in addition to what is stated above in the third section, 30 per cent of the EMP shares held by the shareholder on the first trading day may be converted into Series B shares upon request.
When applying the conversion right based on market capitalisation, the company’s market capitalisation is calculated on the basis of the volume weighted average price of the Series B share in the marketplaces maintained by Nasdaq Helsinki Oy during the 45 days preceding the request and the number of all outstanding shares of the company. The option rights entitling to the EMP Shares the shareholder of the EMP shares holds at first trading day are also taken into account when calculating the amount that is included in the conversion rate and based on the percentages as set forth above.
The written request relating to all Series A shares or EMP shares must state the number of shares to be converted and the book-entry account in which the book-entry securities corresponding to the shares have been entered.
The company may request an entry in the shareholder’s book-entry account for the duration of the conversion procedure, which restricts the owner’s transfer competence. The company will notify the Trade Register of any changes in the number of share series following the conversion.
A request for conversion may be submitted at any time, but not after the Board of Directors of the company has made a resolution to convene the General Meeting. A request made between the said resolution and the following General Meeting shall be deemed submitted and processed after the General Meeting and any subsequent record date.
The Trade Register notification concerning the conversion shall be made at least twice a year at times decided by the Board of Directors.
The request to convert shares may be revoked until the notification of the conversion has been made to the Trade Register. After the cancellation, the company will request the removal of any entry restricting the transfer competence from the shareholder’s book-entry account.
Series A shares or EMP shares will be converted into Series B shares after the notification to the Trade Register has been made. The person requesting the conversion and the keeper of the book-entry register shall be notified of the registration of the conversion.
If necessary, the Board of Directors will decide on more detailed procedures for conversion.
6 CHIEF EXECUTIVE OFFICER
The company has a Chief Executive Officer who is appointed by the Board of Directors.
7 BOARD OF DIRECTORS
The company has a Board of Directors, consisting of at least three (3) and not more than ten (10) ordinary members. The Board of Directors elects a Chairperson among its members for its term. The term of the members of the Board of Directors shall expire at the closing of the Annual General Meeting following the election.
8 REPRESENTATION OF THE COMPANY
The members of the Board of Directors may represent the company jointly two (2) together, and the Chairperson of the Board of Directors and the Chief Executive Officer may represent the company each alone. In addition, the Board of Directors may grant an appointed person the right to represent the company.
9 BOOK-ENTRY SYSTEM
The shares of the company belong to the book-entry securities system after the expiry of the registration period decided by the Board of Directors.
The company shall have an auditor that is an auditing firm approved by the Finnish Patent and Registration Office.
The term of office of the auditor shall expire at the closing of the Annual General Meeting following the election.
11 FINANCIAL YEAR
The financial year of the company is from 1 July to 30 June.
12 NOTICE TO 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.
13 ANNUAL GENERAL MEETING
The Annual General Meeting must be held annually on a date decided by the Board of Directors within six (6) months from the end of the financial year.
At the Annual General Meeting the following shall be:
1. the financial statements;
2. the auditor's report;
3. the adoption of the financial statements, which in the parent company also includes the adoption of the consolidated financial statements;
4. the measures to which the profit or loss shown in the adopted balance sheet gives cause for;
5. the discharge from liability of the members of the Board of Directors and the Chief Executive Officer;
6. the number of the members of the Board of Directors;
7. the remuneration of the members of the Board of Directors and the auditor;
8. the members of the Board of Directors;
9. the auditor;
10. other matters possibly included in the notice of the Annual General Meeting.
14 CONSENT CLAUSE
A consent from the company is required for the acquisition of the company’s Series A shares and EMP shares by means of transfer. The Board of Directors will decide whether the company will grant such consent. The consent shall be applied for in writing.
15 REDEMPTION CLAUSE
The shareholders of Series A shares and secondarily the company have the right to redeem the Series A shares transferred to a new shareholder, and the shareholders of EMP shares and secondarily the company have the right to redeem the EMP shares transferred to a new shareholder. The transferee must notify the Board of Directors of the Series A shares or EMP shares transfer in writing without delay. The redemption right applies to all types of acquisitions. The following terms apply to the redemption:
1. In the event that several shareholders wish to exercise their right of redemption, the Board of Directors will allocate the shares between them in proportion to their current holding of shares in the company. Where this allocation cannot be made with an even result, the remaining shares will be allocated to the shareholders wishing to exercise their redemption right by drawing lots. Where none of the shareholders exercises their right of redemption, the company has the right to redeem the share transferred to a new holder.
2. The Board of Directors must notify the shareholders of any share transfers within one month from the date on which the transfer notice was issued. The notice must be provided in the same way as delivering a notice to the General Meeting. The notice must disclose the redemption price and the date by which any redemption demands must be submitted.
3. The shareholders must submit their redemption demands to the company in writing within six weeks of the date on which the Board of Directors was informed of the transfer.
4. The redemption price is 75% of the value of the transfer subject to redemption. If the shares were transferred without consideration, the redemption price is 75% of the value of the shares, and the value of the shares is calculated on the basis of the most recent adopted financial statements as follows: equity divided by the number of outstanding shares. The redemption price must be paid to the transferee in liquid assets within two weeks after the time period stated in section 3 above has ended.
5. The company must decide on the redemption and submit its redemption demands to the transferee within two weeks of the date when the time period provided for the shareholders to submit their redemption claims has expired. Within the same time period, the company must notify the shareholders of whether the company will use its redemption right. The notification to shareholders must be provided in the same manner as delivering a notice to the General Meeting.
6. Any dispute arising out of or relating to the redemption right or redemption price shall be settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce.
7. This article must be entered into the shareholders’ register and any possible share certificates.
Disputes between the company on the one hand and the Board of Directors or a member of the Board of Directors, the Chief Executive Officer, the auditor or a shareholder on the other hand shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce.