Nexstim Plc: Proposals of the Shareholders’ Nomination Committee to the Annual General Meeting
Igår, 09:00
Company Announcement, Helsinki, 30 January 2026 at 10 AM (EET)
Nexstim Plc: Proposals of the Shareholders’ Nomination Committee to the Annual General Meeting
The Shareholders’ Nomination Committee of Nexstim Plc ("Nexstim" or "Company") has in its meeting on 29 January 2026 resolved its proposal to the Annual General Meeting of Nexstim, which is scheduled to be held on 30 March 2026.
The Nomination Committee resolved to propose to the Annual General Meeting of Shareholders
- that in accordance with their consent, Martin Forss, Timo Hildén, Leena Niemistö and Tero Weckroth be re-elected as members of the Board of Directors.
- that Leena Niemistö to be elected as Chair of the Board of Directors.
The Nomination Board acknowledged, that Leena Niemistö is independent from the company but not in respect of the shareholders of the company as she and a company called Kaikarhenni Oy of which she holds a controlling majority, jointly hold approximately 15.04 % (as of 28 January 2026) of all registered shares and votes in the company. Other proposed members are independent both from the company and its major shareholders.
It is the collective opinion of the Nomination Committee that the proposed new members of the Board of Directors and the Board of Directors in its entirety are suitable for the assignment both collectively and individually and that Leena Niemistö is suitable for the position as Chair of the Board of Directors.
The Shareholders’ Nomination Committee resolved to propose to the Annual General Meeting that the remuneration payable to the elected members of the Board of Directors for the term ending at the close of the Annual General Meeting in 2027 shall be as follows:
- EUR 36,000 to the Chair of the Board;
- EUR 25,200 to each Member of the Board; and
- that no member of the Board serving on the Shareholders’ Nomination Committee will receive any remuneration for their service on the Shareholders’ Nomination Committee; and
- that a Board member is entitled to remuneration only for the period during which he or she serves as a member of the Board.
The Nomination Committee further noted that, in accordance with the Company’s practice, the cash remuneration is paid in four instalments.
Long-term share-based incentive scheme and share remuneration granted to Board members
The Nomination Committee resolved to propose to the General Meeting:
- that a long-term share-based incentive scheme be implemented for the performance period 2026–2027 for members elected to the Board of Directors of Nexstim Plc, under terms and conditions to be presented at www.nexstim.com;
- that the target group of the long-term share-based incentive scheme shall consist of Board members who are independent of the Company. However, members of the target group are not required to be independent of the Company’s significant shareholders;
- that the amount of remuneration for the year 2026 shall be determined in euros.
The purpose of the programme is to commit the participants to the Company, align the objectives of shareholders and participants and thereby increase the value of the Company, as well as to provide the participants with a remuneration programme based on the receipt and earning of the Company’s shares.
Share remuneration granted to Board members during the performance period 2026–2027
The Nomination Committee resolved to propose to the General Meeting:
that the gross remuneration payable to Board members during the performance period 2026–2027 shall be as follows:
- Chair of the Board: EUR 24,000
- Board member: EUR 16,800
The granted remuneration shall be converted into share units at the beginning of the performance period in 2026. The conversion of the granted remuneration into share units shall be based on the volume-weighted average share price of the Company’s share on Nasdaq Helsinki during the twenty (20) trading days following the publication date of the Company’s financial statements for the year 2025. Under the programme, one share unit corresponds to one Company share. The monetary value of the remuneration shall be determined based on the share price in effect on the registration date of the delivered shares.
- The Nomination Committee resolved to propose to the General Meeting that the remuneration payable under the programme shall be paid to Board members in Company shares within one month from the Annual General Meeting in 2027. If a Board member ceases to serve as a Board member before the end of the performance period, no remuneration shall be paid on this basis.
The Company shall withhold taxes and employer contributions from the cash portion of the remuneration in accordance with applicable law.
Ownership recommendation
The Shareholders’ Nomination Committee proposes
- that the General Meeting recommend that Board members retain the shares received as remuneration for as long as they serve as members of the Board.
Travel expenses
The Shareholders’ Nomination Committee resolved to propose to the General Meeting
- that reasonable travel expenses incurred by Board members be reimbursed against receipts in accordance with the Company’s travel policy. This applies both to Board members and, where applicable, also when a Board member acts as a member of the Shareholders’ Nomination Committee.
Helsinki 29 January 2026
NEXSTIM PLC
The Shareholders’ Nomination Committee
Further information is available on the website www.nexstim.com, or by contacting:
Leena Niemistö, Chair of the Shareholders’ Nomination Committee
+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 the United States. In Europe, the NBS 6 system is CE-marked for the treatment of major depression and chronic neuropathic pain.
Nexstim shares are listed on Nasdaq First North Growth Market Finland.
For more information, please visit www.nexstim.com
Ämnen i artikeln
Nexstim Plc: Proposals of the Shareholders’ Nomination Committee to the Annual General Meeting
Igår, 09:00
Company Announcement, Helsinki, 30 January 2026 at 10 AM (EET)
Nexstim Plc: Proposals of the Shareholders’ Nomination Committee to the Annual General Meeting
The Shareholders’ Nomination Committee of Nexstim Plc ("Nexstim" or "Company") has in its meeting on 29 January 2026 resolved its proposal to the Annual General Meeting of Nexstim, which is scheduled to be held on 30 March 2026.
The Nomination Committee resolved to propose to the Annual General Meeting of Shareholders
- that in accordance with their consent, Martin Forss, Timo Hildén, Leena Niemistö and Tero Weckroth be re-elected as members of the Board of Directors.
- that Leena Niemistö to be elected as Chair of the Board of Directors.
The Nomination Board acknowledged, that Leena Niemistö is independent from the company but not in respect of the shareholders of the company as she and a company called Kaikarhenni Oy of which she holds a controlling majority, jointly hold approximately 15.04 % (as of 28 January 2026) of all registered shares and votes in the company. Other proposed members are independent both from the company and its major shareholders.
It is the collective opinion of the Nomination Committee that the proposed new members of the Board of Directors and the Board of Directors in its entirety are suitable for the assignment both collectively and individually and that Leena Niemistö is suitable for the position as Chair of the Board of Directors.
The Shareholders’ Nomination Committee resolved to propose to the Annual General Meeting that the remuneration payable to the elected members of the Board of Directors for the term ending at the close of the Annual General Meeting in 2027 shall be as follows:
- EUR 36,000 to the Chair of the Board;
- EUR 25,200 to each Member of the Board; and
- that no member of the Board serving on the Shareholders’ Nomination Committee will receive any remuneration for their service on the Shareholders’ Nomination Committee; and
- that a Board member is entitled to remuneration only for the period during which he or she serves as a member of the Board.
The Nomination Committee further noted that, in accordance with the Company’s practice, the cash remuneration is paid in four instalments.
Long-term share-based incentive scheme and share remuneration granted to Board members
The Nomination Committee resolved to propose to the General Meeting:
- that a long-term share-based incentive scheme be implemented for the performance period 2026–2027 for members elected to the Board of Directors of Nexstim Plc, under terms and conditions to be presented at www.nexstim.com;
- that the target group of the long-term share-based incentive scheme shall consist of Board members who are independent of the Company. However, members of the target group are not required to be independent of the Company’s significant shareholders;
- that the amount of remuneration for the year 2026 shall be determined in euros.
The purpose of the programme is to commit the participants to the Company, align the objectives of shareholders and participants and thereby increase the value of the Company, as well as to provide the participants with a remuneration programme based on the receipt and earning of the Company’s shares.
Share remuneration granted to Board members during the performance period 2026–2027
The Nomination Committee resolved to propose to the General Meeting:
that the gross remuneration payable to Board members during the performance period 2026–2027 shall be as follows:
- Chair of the Board: EUR 24,000
- Board member: EUR 16,800
The granted remuneration shall be converted into share units at the beginning of the performance period in 2026. The conversion of the granted remuneration into share units shall be based on the volume-weighted average share price of the Company’s share on Nasdaq Helsinki during the twenty (20) trading days following the publication date of the Company’s financial statements for the year 2025. Under the programme, one share unit corresponds to one Company share. The monetary value of the remuneration shall be determined based on the share price in effect on the registration date of the delivered shares.
- The Nomination Committee resolved to propose to the General Meeting that the remuneration payable under the programme shall be paid to Board members in Company shares within one month from the Annual General Meeting in 2027. If a Board member ceases to serve as a Board member before the end of the performance period, no remuneration shall be paid on this basis.
The Company shall withhold taxes and employer contributions from the cash portion of the remuneration in accordance with applicable law.
Ownership recommendation
The Shareholders’ Nomination Committee proposes
- that the General Meeting recommend that Board members retain the shares received as remuneration for as long as they serve as members of the Board.
Travel expenses
The Shareholders’ Nomination Committee resolved to propose to the General Meeting
- that reasonable travel expenses incurred by Board members be reimbursed against receipts in accordance with the Company’s travel policy. This applies both to Board members and, where applicable, also when a Board member acts as a member of the Shareholders’ Nomination Committee.
Helsinki 29 January 2026
NEXSTIM PLC
The Shareholders’ Nomination Committee
Further information is available on the website www.nexstim.com, or by contacting:
Leena Niemistö, Chair of the Shareholders’ Nomination Committee
+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 the United States. In Europe, the NBS 6 system is CE-marked for the treatment of major depression and chronic neuropathic pain.
Nexstim shares are listed on Nasdaq First North Growth Market Finland.
For more information, please visit www.nexstim.com
Ämnen i artikeln
Analyser
Guldpriset
Aktierekommendationer
Rapporter
Sparande i januari
Storbankerna
Hemnet
Riksbanken
Analyser
Guldpriset
Aktierekommendationer
Rapporter
Sparande i januari
Storbankerna
Hemnet
Riksbanken
Marknadsöversikt
1 DAG %
Senast
1 mån
