INSIDE INFORMATION: NOTICE OF THE ANNUAL GENERAL MEETING OF LIFELINE SPAC I PLC – THE BOARD OF DIRECTORS PROPOSES AN ADDITIONAL PERIOD OF 12 MONTHS FOR THE APPROVAL OF THE ACQUISITION
Notice is given to the shareholders of Lifeline SPAC I Plc of the Annual General Meeting to be held on 26 June 2023 beginning at 11:00 a.m. EEST at Eliel studio in Sanomatalo at Töölönlahdenkatu 2, FI-00100 Helsinki. The reception of persons who have registered for the Meeting and the distribution of voting tickets will start at 10:30 a.m. EEST at the meeting venue.
Shareholders may also exercise their voting rights by voting in advance. Instructions for advance voting are set out in Part C of this notice of the General Meeting.
A. Matters on the agenda of the General Meeting
The following matters will be discussed at the General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for year 2022
– Presentation of the CEO’s review.
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
The Board of Directors proposes to the General Meeting that no dividend is distributed for the financial period ended 31 December 2022, and that the loss for the financial period is recorded in retained earnings.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Handling of the remuneration report for governing bodies
The Board of Directors proposes approval of the company’s remuneration report for governing bodies. Pursuant to the Finnish Companies Act, the resolution is advisory.
11. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors proposes that the members of the Board of Directors to be elected for the term of office lasting until the Annual General Meeting of 2024 be paid remuneration as follows: the Chair of the Board of Directors is paid an annual remuneration of EUR 15,000 and members of the Board of Directors are each paid an annual remuneration of EUR 10,000.
12. Resolution on the number of members of the Board of Directors
The Board of Directors proposes to the General Meeting that five (5) members be elected to the Board of Directors. In accordance with the company’s Articles of Association, the company’s sponsors have the right to appoint two Board members and the General Meeting appoints the other three Board members.
13. Election of members of the Board of Directors
Pursuant to the company’s Articles of Association, the sponsors have the right upon written notice to the company to appoint two sponsor representatives to the company’s Board of Directors. The company has on 30 May 2023 received a written notice from the sponsors, pursuant to which Timo Ahopelto and Petteri Koponen will act as the sponsor representatives in the company’s Board of Directors. Pursuant to the Articles of Association, the General Meeting appoints the other Board members.
The Board of Directors proposes to the General Meeting that until the end of the next Annual General Meeting, the current members of the Board of Directors Alain-Gabriel Courtines, Caterina Fake and Irena Goldenberg be reappointed to the Board of Directors.
The above-mentioned nominated persons have given their consent to the election. The presentation and independence assessments of the persons nominated for the Board of Directors are available on the company’s website at https://www.lifeline-spac1.com/corporate-governance/general-meeting-of-shareholders/annual-general-meeting-2023/.
14. Resolution on the remuneration of the Auditor
The Board of Directors proposes that the Auditor to be elected will be paid remuneration in accordance with a reasonable invoice approved by the company.
15. Election of Auditor
The Board of Directors proposes that Authorised Public Accounting firm KPMG Oy Ab be elected as the Auditor of the company for the following term of office. KPMG Oy Ab has stated that Authorised Public Accountant Jussi Paski will act as the Responsible Auditor should KPMG Oy Ab be elected as the Auditor of the company.
16. Granting an additional period for the acquisition
In accordance with the company’s Articles of Association, if the acquisition has not been approved in a General Meeting within 24 months of the date when the shares of the company have been admitted to trading on the SPAC segment of the regulated market of Nasdaq Helsinki, the Board of Directors of the company shall be obligated to convene a General Meeting to decide on whether to grant an additional period of 12 months for the approval of the acquisition.
The Board of Directors of the company sees that certain existing discussions with potential target companies and certain other opportunities that can be seen on the market would, if realized, offer the potential for shareholder value creation.
The Board of Directors also considers that the reasons of logistics, among others, support the decision on the extension at this General Meeting. Therefore, the Board of Directors proposes that the General Meeting grants an additional period of 12 months for the approval of the acquisition.
Shareholders of the company representing approximately 58 per cent of the shares and votes in the company have undertaken to vote in favour of the additional period of 12 months to be granted for the approval of the acquisition at the General Meeting.
17. Closing of the meeting
B. Documents of the General Meeting
This notice, which contains all proposals for resolutions on the agenda of the General Meeting, is available on Lifeline SPAC I Plc’s website at https://www.lifeline-spac1.com/corporate-governance/general-meeting-of-shareholders/annual-general-meeting-2023/. Lifeline SPAC I Plc’s Financial Statements, Report of the Board of Directors and Auditor’s Report as well as Remuneration Report are available on the above-mentioned website. The documents mentioned above will also be available at the General Meeting.
The minutes of the Annual General Meeting will be available on the above-mentioned website no later than from 10 July 2023.
C. Instructions for meeting participants
1. Shareholders registered in the shareholders’ register
Shareholders who are registered in the shareholders’ register of the company held by Euroclear Finland Oy on the record date of the General Meeting 13 June 2023 are entitled to participate in the General Meeting. A shareholder whose shares in the company are registered in their personal Finnish book-entry account is entered in the shareholders’ register of the company.
Registration for the General Meeting starts on 5 June 2023 at 10:00 a.m. EEST. A shareholder who is entered in the shareholders’ register of the company and who wishes to attend the General Meeting must register no later than 19 June 2023 at 4:00 p.m. EEST, by which time the registration must be received. Shareholders can register for the General Meeting:
- Via the company’s website at https://www.lifeline-spac1.com/corporate-governance/general-meeting-of-shareholders/annual-general-meeting-2023/
Electronic registration requires strong identification of the shareholder or their statutory representative or proxy representative with a Finnish or Swedish bank ID or mobile certificate.
- By mail or email
Shareholders registering by mail or email shall submit the registration form available on the company’s website at https://www.lifeline-spac1.com/corporate-governance/general-meeting-of-shareholders/annual-general-meeting-2023/ or corresponding information to Innovatics Oy by mail to Innovatics Oy, General Meeting / Lifeline SPAC I Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi.
When registering, shareholders must provide the requested information, such as the shareholder’s name, date of birth or business ID, contact details and the name of any assistant or proxy representative and the proxy representative’s date of birth. The personal data provided to Lifeline SPAC I Plc by shareholders will only be used in connection with the General Meeting and the processing of the necessary registrations related thereto.
The shareholder, their representative or proxy representative must, where necessary, be able to prove their identity and/or right of representation at the meeting venue.
Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 p.m. EEST and from 1:00 p.m. until 4:00 p.m. EEST.
2. Holders of nominee-registered shares
Holders of nominee-registered shares are entitled to participate in the General Meeting on the basis of the shares that would entitle them to, on the record date of the General Meeting, i.e. on 13 June 2023, be entered in the shareholders’ register held by Euroclear Finland Oy. Participation also requires that the shareholder is temporarily entered in the shareholders’ register held by Euroclear Finland Oy on the basis of such shares by 21 June 2023 by 10:00 a.m. EEST at the latest. As regards nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes held by a shareholder.
Holders of nominee-registered shares are advised to request well in advance the necessary instructions regarding temporary registration in the shareholders’ register, the issuing of proxy documents and voting instructions and registration for the General Meeting and advance voting from their custodian bank. The account manager of the custodian bank shall temporarily register the holder of nominee-registered shares who wishes to attend the Annual General Meeting in the shareholders’ register of the company by the aforementioned date and time at the latest and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares. Further information is also available on the company’s website at https://www.lifeline-spac1.com/corporate-governance/general-meeting-of-shareholders/annual-general-meeting-2023/.
3. Proxy representatives and proxy documents
Shareholders may attend the General Meeting and exercise their rights at the Meeting through a proxy representative. A shareholder’s proxy representative may also elect to vote in advance as described in this notice if they so wish. Proxy representatives must use strong electronic identification to identify themselves in the electronic registration service and the advance voting, after which they can register and vote in advance on behalf of the shareholder that they represent. The shareholder’s proxy representative must present a dated proxy document or otherwise prove in a reliable manner that they are entitled to represent the shareholder at the General Meeting. The right of representation may be proved by using the Suomi.fi e-Authorisations service available in the electronic registration service.
If a shareholder participates in the General Meeting through several proxy representatives representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy representative represents the shareholder must be specified in connection with the registration.
Any proxy documents are requested to be submitted primarily as an attachment in connection with the electronic registration or alternatively by mail to Innovatics Oy, General Meeting / Lifeline SPAC I Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi before the end of the registration period. In addition to submitting the proxy documents, the shareholder or their proxy representative must register for the General Meeting as described above in this notice.
4. Advance voting
Shareholders whose shares in the company are registered in their personal Finnish book-entry accounts may vote in advance between 5 June 2023 at 10:00 a.m. EEST and 19 June 2023 at 4:00 p.m. EEST on items 7 to 16 on the agenda of the General Meeting in the following ways:
- Via the company’s website at https://www.lifeline-spac1.com/corporate-governance/general-meeting-of-shareholders/annual-general-meeting-2023/
Electronic advance voting requires strong identification of the shareholder or their statutory representative or proxy representative with a Finnish or Swedish bank ID or mobile certificate.
b) By mail or by email
By mail by submitting the advance voting form available on the company’s website or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Lifeline SPAC I Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi. Advance votes must be received by the time the advance voting ends. The submission of votes in this way before the end of the registration and advance voting period constitutes due registration for the General Meeting, provided that it contains the above information required for registration.
A shareholder who has voted in advance cannot exercise the right to ask questions under the Finnish Companies Act or demand a vote unless they attend the General Meeting in person or by proxy representative at the meeting venue.
With respect to nominee-registered shareholders, the advance voting is carried out via the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom they represent in accordance with the voting instructions given by the holders of nominee-registered shares during the registration period set for the nominee-registered shareholders.
Proposals for resolutions that are subject to advance voting are deemed to have been presented at the General Meeting without any changes. The conditions and other instructions regarding electronic advance voting are available on the company’s website at https://www.lifeline-spac1.com/corporate-governance/general-meeting-of-shareholders/annual-general-meeting-2023/.
5. Other instructions and information
The meeting language is Finnish.
Shareholders present at the General Meeting have the right to ask questions about the matters discussed at the Meeting in accordance with Chapter 5, Section 25 of the Finnish Companies Act.
Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes held by a shareholder.
On the date of the notice of the Meeting, i.e. 2 June 2023, Lifeline SPAC I Plc has a total of 10,000,000 series A shares and 2,500,000 series B shares representing the same number of votes.
Helsinki, 2 June 2023
LIFELINE SPAC I PLC
Board of Directors
ADDITIONAL INFORMATION
CEO Tuomo Vähäpassi, tel. +358 40 736 0676
CFO Mikko Vesterinen, tel. +358 50 521 7908
Lifeline SPAC I in brief
Lifeline SPAC I Plc is a Finnish Special Purpose Acquisition Company founded for corporate acquisitions. We raised capital with an offering and listed on the SPAC segment of the regulated market of Nasdaq Helsinki. Our objective is to carry out an acquisition within 24-36 months from the listing. We offer investors an opportunity to invest in companies that retail investors or many institutional investors otherwise would not be able to invest in, because these kinds of investments are typically made by later-stage private equity funds. Our aim is to generate profit for shareholders and increase the value of the target company by supporting its growth and development also after the acquisition. Our primary strategic goal is to identify and merge with an unlisted technology-focused Nordic company with high growth potential.