General Meeting

Investors

General Meeting

In accordance with the Finnish Companies Act, the General Meeting of Shareholders is the highest decision-making body of Nightingale. Its tasks are defined in the Finnish Companies Act and Nightingale’s Articles of Association.

The Annual General Meeting of Shareholders decides, among other things, on the adoption of the financial statements, distribution of dividends and election of members of the Board of Directors and Auditors and their respective remuneration. The Annual General Meeting of Shareholders also decides on discharging of the members of the Board and the CEO from liability.

The Annual General Meeting is convened by the Board of Directors annually within 6 months from the end of the previous financial year. The Board of Directors may decide to convene an Extraordinary General Meeting of Shareholders on its own initiative, but it has an obligation to do so in the event that the company’s auditor or shareholders holding at least 10 percent of all the shares in the company so request.

Each shareholder has under the Companies Act the right to have a matter falling within the competence of the General Meeting included on the agenda of a General Meeting of Shareholders provided that a written request to that effect has been presented to the Board of Directors by the date given by Nightingale on its website, or if the shareholder so demands in writing from the Board of Directors well in advance of the meeting, so that the matter can be mentioned in the notice.

According to Nightingale’s Articles of Association, 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 Nightingale'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.

Shareholders, who have been entered in Nightingale's register of shareholders maintained by Euroclear Finland no later than eight (8) business days before the General Meeting of Shareholders (record date of the General Meeting of Shareholders) and who have registered for the General Meeting of Shareholders no later than on the date stated in the notice of the meeting, or nominee-registered shareholders who have temporarily been entered in the company’s register of shareholders for taking part in the General Meeting of Shareholders have the right to participate in the General Meeting of Shareholders. The notice concerning a temporary registration must be made no later than on the date stated in the notice of the meeting, which must be a date subsequent to the record date of the General Meeting of Shareholders. Nominee-registered shareholders are deemed to have registered for the General Meeting of Shareholders if they have been entered temporarily into the register of shareholders. Shareholders may attend the General Meeting of Shareholders in person or through an authorised representative.

The agenda of the Annual General Meeting of Shareholders, decision-making proposals, and meeting documents are available on Nightingale's website at least three weeks prior to the meeting.

The date of the next Annual General Meeting can be found in the Investor calendar.