NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF LIFELINE SPAC I PLC
Notice is given to the shareholders of Lifeline SPAC I Plc (“Lifeline SPAC I”) of the Extraordinary General Meeting to be held on 23 August 2024 beginning at 2:00 p.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 1:30 p.m. EEST at the meeting venue.
Shareholders may also exercise their voting rights by voting in advance. Instructions on advance voting are set out in Part C of this notice of the Extraordinary General Meeting.
It is possible to follow the Extraordinary General Meeting via a webcast. Registration for following the webcast is required in advance. More detailed information about the matter is set out in Part C of this notice to the Extraordinary General Meeting.
A. Matters on the agenda of the Extraordinary General Meeting
The following matters will be discussed at the Extraordinary 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. Resolution on the approval of the Acquisition
Lifeline SPAC I and the shareholders and option rights holders of Canatu Oy (“Canatu”) have on 5 July 2024 entered into a share exchange agreement whereby Lifeline SPAC I acquires all shares in Canatu (the “Acquisition”). The purchase price of the Acquisition will be paid by 21,791,821 new series C shares and 1,676,752 new option rights entitling their holders to subscribe for series A shares in Lifeline SPAC I, which implies an equity value of EUR 234.7 million and an estimated enterprise value of EUR 230 million for Canatu. Lifeline SPAC I and the shareholders and option rights holders of Canatu have also agreed on an additional purchase price which may become payable based on the combined company’s future share price (the “Earn-Out Payments”). The conditional Earn-Out Payments will be paid in series A shares in Lifeline SPAC I with the amount of the Earn-Out Payments totalling to maximum of 6,499,831 series A shares. In addition, option rights holders of Canatu (the “Option Rights Holders”) will receive maximum of 500,074 option rights entitling their holders to subscribe for series A shares that may vest depending on the combined company’s future share price. The conditions of the of Earn-Out Payments and option rights are specified in item 6b of this notice below.
The Acquisition will constitute a business combination as set out in the SPAC rules in the Nasdaq Nordic Main Market Rulebook for Issuers of Shares (a so-called de-SPAC), and Lifeline SPAC I has initiated a listing process at Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) to list the combined company on Nasdaq First North Growth Market Finland maintained by Nasdaq Helsinki. In accordance with Nasdaq Helsinki’s rules regarding SPACs, the independent members of Lifeline SPAC I’s Board of Directors have unanimously decided to recommend to Lifeline SPAC I’s shareholders the approval of the Acquisition.
For further information about the Acquisition’s rationale and details, please see the stock exchange release announcing the Acquisition published by Lifeline SPAC I on 5 July 2024 as well as company description Lifeline SPAC I has submitted for review by Nasdaq Helsinki, which will be available on or about 5 August 2024 on Lifeline SPAC I’s website.
The proposed resolutions of the Board of Directors under agenda items 6a to 6i form an entirety, which means that agenda items 6b to 6i will not be handled at the Extraordinary General Meeting if the Extraordinary General Meeting resolves to reject the proposal under agenda item 6a. The items 6a to 6i will be either approved in their entirety (with possible amendments to specific items) or not at all and will require a qualified majority for the approval.
6a Resolution on the approval of the Acquisition of Canatu
The Board of Directors proposes that the Extraordinary General Meeting approves the Acquisition of Canatu.
Please note that holders of Lifeline SPAC I’s series A shares who wish to request redemption of their series A shares must vote against this agenda item 6a at the Extraordinary General Meeting or via advance voting. Further instructions for requesting redemption are set out in Part C of this notice of the Extraordinary General Meeting.
6b Authorising the Board of Directors to resolve on the issuance of new shares as consideration shares to the shareholders of Canatu as well as on the issuance of special rights (option rights) entitling to shares to the option rights holders of Canatu
The purchase price of the Acquisition will be paid by 21,791,821 new series C shares and 1,676,752 new option rights entitling their holders to subscribe for series A shares in Lifeline SPAC I. Lifeline SPAC I and the shareholders of Canatu have also agreed on an additional purchase price which may become payable based on the combined company’s future share price. The Earn-Out Payments will be paid in series A shares in Lifeline SPAC I. If the volume-weighted average share price of the combined company exceeds EUR 14.00 for any ten trading days (which for the sake of clarity need not be consecutive) in any period of 30 trading days before 31 December 2027, the shareholders of Canatu will receive 1,857,093 new series A shares in the combined company. If said share price exceeds EUR 18.00 for any ten trading days (which for the sake of clarity need not be consecutive) in any period of 30 trading days before 31 December 2028, the shareholders of Canatu will receive additional 1,857,093 new series A shares. If said share price exceeds EUR 22.00 for any ten trading days (which for the sake of clarity need not be consecutive) in any period of 30 trading days before 31 December 2028, the shareholders of Canatu will receive additional 2,785,645 new series A shares.
In connection with the Acquisition, Lifeline SPAC I intends to establish a new option program, from which holders of option rights in Canatu will receive a total of 500,074 new option rights in the combined company. 142,874 option rights will vest if the volume-weighted average share price of the combined company exceeds EUR 14.00 for any ten trading days (which for the sake of clarity need not be consecutive) in any period of 30 trading days before 31 December 2027. 142,874 option rights will vest if the volume-weighted average share price of the combined company exceeds EUR 18.00 for any ten trading days (which for the sake of clarity need not be consecutive) in any period of 30 trading days before 31 December 2028. 214,326 option rights will vest if the volume-weighted average share price of the combined company exceeds EUR 22.00 for any ten trading days (which for the sake of clarity need not be consecutive) in any period of 30 trading days before 31 December 2028. Every vested option right entitles its holder to subscribe for one new series A share in Lifeline SPAC I. Together the additional purchase price of 6,499,831 series A shares in Lifeline SPAC I and 500,074 option rights potentially to be vested represent a total maximum of 6,999,905 series A shares in Lifeline SPAC I.
The Board of Directors proposes that the Board of Directors be authorised to resolve on the issuance of new series C shares and new option rights entitling their holders to subscribe for series A shares as referred to in Chapter 10, Section 1 of the Finnish Companies Act (624/2006 as amended, “Finnish Companies Act”) as consideration in the Acquisition as well as on the issuance of new series A shares in one or several parts as a potential additional purchase price to the shareholders of Canatu and new option rights in one or several parts entitling their holders to subscribe for series A shares as referred to in Chapter 10, Section 1 of the Finnish Companies Act to the option rights holders of Canatu. Based on the authorisation, maximum of 21,791,821 new series C shares may be resolved to be issued and maximum of 8,676,657 new series A shares may be resolved to be issued either through issuance of shares or option rights. The Board of Directors is authorised to decide on all other matters related to the issuance of shares and option rights. Shares and option rights entitling to shares may be issued in deviation from the shareholders’ pre-emptive rights within the limits set by law.
The authorisation is proposed to remain valid until 30 June 2029. For the avoidance of doubt, the authorisation does not replace or revoke any previous unused authorisations of the Board of Directors.
6c Resolution on the amendment of article 5 of the Articles of Association
The Board of Directors proposes to the Extraordinary General Meeting that the last paragraph of Article 5 (redemption of series A shares) of the Articles of Association be amended so that the shares would be redeemed within 3 months from the day of the Extraordinary General Meeting approving the Acquisition. The purpose of the amendment is to enable the expedited redemption of shares.
The relevant article of the Articles of Association reads as follows, amended:
“The series A shares defined in the Articles of Association are redeemable shares in accordance with the Finnish Companies Act. The following terms and conditions are applied to the redemption of these shares:
Shareholders of series A shares who vote against the Acquisition or Acquisitions referred to in Article 3 at a General Meeting have the right to request that their shares be redeemed. The redemption right is subject to the Acquisition being approved and completed in accordance with applicable regulations and that the shareholder has notified the company’s Board of Directors that they wish to have their shares redeemed during 10 banking days from and including the day of the General Meeting approving the Acquisition. The request shall be made in writing in the manner and on the form provided by the company and shall state the number of shares requested to be redeemed.
Only those series A shares, for which the shareholder requesting redemption has been registered as the holder in the shareholder register of the company kept in the book-entry accounts system no later than by the due date, referred to in Chapter 5, Section 6 a of the Finnish Companies Act, of a General Meeting convened to approve the Acquisition, can be
redeemed.
The redemption price of a share is the price at which the shareholder has subscribed for the share. The redemption price is paid in cash in the schedule determined by the Board of Directors.
When the company redeems series A shares, a General Meeting shall decide on the redemption of shares unless a General Meeting has authorised the Board of Directors to decide on the redemption of shares and subject to redemption being able to be consummated by using the company’s unrestricted equity.
The redemption of series A shares shall be consummated primarily by using unrestricted equity and, insofar as there is no unrestricted equity to be used for the redemption of shares, with restricted equity. If restricted equity is used for redemption, the redemption of shares is subject to approval of the company’s creditors in accordance with the Finnish Companies Act.
The shares of a shareholder of series A shares may be redeemed in accordance with the above only if the shareholder confirms, according to the redemption request form provided by the company, that the shareholder is not included in the group of persons prevented from requesting redemption pursuant to the applicable rules of Nasdaq Helsinki and if the redemption can take place in accordance with Chapter 13 of the Finnish Companies Act governing the distribution of assets.
After the Board of Directors has determined that the request of redemption of shares fulfils the preconditions under these Articles of Association, the Finnish Companies Act as well as other applicable laws and rules of Nasdaq Helsinki, the company shall carry out the redemption of shares within 3 months from the General Meeting’s approval of the Acquisition. If such day for redemption is not a banking day, redemption shall be carried out on the banking day immediately following such day. The redemption price shall be paid using primarily the company’s invested unrestricted equity. No interest shall be paid on the redemption price.”
The amended Articles of Association would be in force until the completion of the Acquisition after which the new Articles of Association of the combined company to be resolved on under agenda item 6d below would enter into force.
6d Resolution on the amendment of the Articles of Association that will enter into force after the completion of the Acquisition
The Board of Directors proposes that the Articles of Association of the company be amended in full in accordance with Appendix 1, conditional on the completion of the Acquisition.
The most significant amendments include:
- changes to the company name and line of business;
- removal of redemption of series A shares;
- introduction of additional series C share including conversion clause from series C to series A shares;
- removal of liquidation clause; and
- removal of any references relating to the business acquisition.
The amended Articles of Association would enter into force after the completion of the Acquisition.
The full text of the amended Articles of Association is attached as Appendix 1 to this Notice.
6e Authorising the Board of Directors to resolve on the redemption of the company’s own shares
In accordance with Lifeline SPAC I’s Articles of Association, shareholders of series A shares who vote against the Acquisition at a General Meeting have the right to request that their shares be redeemed.
The Board of Directors proposes that the Board of Directors be authorised to resolve on the redemption of a maximum of 3,333,333 series A shares in one or several parts in order to carry out the redemptions of series A shares as referred to in the company’s Articles of Association. However, a decision to redeem shares shall not be made so that the treasury shares in the possession of the company and its subsidiaries would exceed one tenth of all shares. The redemption price is EUR 10.00 per series A share. The redemption price will be paid in cash in the schedule determined by the Board of Directors.
The authorisation is proposed to remain valid until 31 March 2025. For the avoidance of doubt, the authorisation does not replace or revoke any previous unused authorisations of the Board of Directors.
6f Authorising the Board of Directors to resolve on the issuance of shares and special rights entitling to shares for the implementation of incentive programs
The Board of Directors proposes that the Board of Directors be authorised to resolve on the issuance of shares and special rights entitling to series A shares as referred to in Chapter 10, Section 1 of the Finnish Companies Act in one or several parts, either against payment or without payment.
The aggregate number of series A shares to be received based on shares and special rights must not exceed 2,225,428 series A shares.
The authorisation may be exercised to implement incentive programs, including a new share-based long-term incentive programme. The new performance share plan 2024–2028 is intended to be established in autumn 2024 for the entire personnel of the company and its subsidiaries, and any incentives potentially payable under the programme will be based on the total shareholder return of the series A share as determined by the Board of Directors. The authorisation may be used so that the shares and special rights would be issued directly to the employees, management and CEOs of the company and its subsidiaries or to a holding company established separately for the implementation of incentive programs. The Board of Directors is authorised to decide on all other matters related to the issuance of special rights entitling to shares, including the right to deviate from the pre-emptive right of shareholders.
It is proposed that the authorisation remain valid until the closing of the next Annual General Meeting, but no longer than until 30 June 2025. For the avoidance of doubt, the authorisation does not replace or revoke any previous unused authorisations of the Board of Directors.
6g Resolution on the remuneration of the members of the Board of Directors
The Board of Directors proposes that at the completion of the Acquisition, conditionally on the completion, the members of the Board of Directors be paid annual remuneration as follows:
- EUR 80,000 for the Chair of the Board;
- EUR 48,000 for the Vice Chair of the Board; and
- EUR 44,000 for each ordinary member of the Board.
The annual remuneration will be paid to the Board members in proportion to the length of their term, so that for each month commencing until the next Annual General Meeting, an amount equal to the annual remuneration divided by twelve (12) shall accrue. The possibility of partially paying the annual remuneration of the Board members in company shares or establishing a share-based incentive program for the Board members will be reviewed by the next Annual General Meeting.
Further, the Board of Directors proposes that the travel expenses and other costs of the members of the Board of Directors directly related to board work are paid in accordance with the company’s policy in force from time to time and that each member of the Board of Directors is paid a separate travel fee of EUR 1,000 in addition to travel expenses for meetings held outside their country of residence.
6h Resolution on the number of members of the Board of Directors
The Board of Directors proposes that at the completion of the Acquisition, conditionally on the completion, the number of members of the Board of Directors of Lifeline SPAC I shall be seven. In accordance with the company’s Articles of Association, Lifeline SPAC I’ssponsors have the right to appoint two Board members and the General Meeting appoints the other five Board members.
6i 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 received a notice from the sponsors, pursuant to which Timo Ahopelto and Tuomo Vähäpassi 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 that at the completion of the Acquisition, conditionally on the completion, until the end of the next Annual General Meeting, Ari Ahola, Anthony Cannestra, Thomas P. Lantzsch, Scott Sears and Kai Seikku are elected as new members of the Board of Directors.
Of the Board nominees Timo Ahopelto, Anthony Cannestra, Thomas P. Lantzsch, Scott Sears and Kai Seikku are independent of the company and its major shareholders after the Acquisition. Tuomo Vähäpassi is independent of the major shareholders of the company after the Acquisition but not of the company. Ari Ahola is not independent of the company nor independent of its major shareholders after the Acquisition.
The Board member nominees have given their consent to the election. CV’s of the Board nominees are available on Lifeline SPAC I’s website at https://www.lifeline-spac1.com/corporate-governance/general-meeting-of-shareholders/extraordinary-general-meeting/
The term of the current members of the Board of Directors shall continue until the completion of the Acquisition or until the end of the next Annual General Meeting, whichever occurs first.
7. The establishment of the Shareholders’ Nomination Board
The Board of Directors proposes to the Extraordinary General Meeting that a Shareholders’ Nomination Board be established for the company and that its Charter is adopted.
The Shareholders’ Nomination Board of the company would be responsible for preparing proposals to the annual general meeting, and if necessary, to the extraordinary general meeting, on the number, election, and remuneration of the members of the Board of Directors. The Shareholders’ Nomination Board shall ensure that the Board of Directors and its members have sufficient expertise, competence and experience to meet the needs of the company.
The Shareholders’ Nomination Board would consist of four members, representing the four largest shareholders. Each of the four largest shareholders would be entitled to appoint one member to the Shareholders’ Nomination Board. The number of votes held by each shareholder of all shares are determined based on the shareholders’ register as per the situation on the first banking day of October each year. The Chair of the Board of Directors shall request each of the four largest shareholders to each appoint one member to the Shareholders’ Nomination Board by the last day of November each year.
In addition, shares that are included in a shareholder’s holdings and proportion of voting rights calculated in accordance with Chapter 9, Sections 5 and 6 of the Finnish Securities Markets Act and nominee-registered shares are considered in the determination of the largest shareholders, if they make such request and notify their shareholdings to the Board of Directors in writing by 30 September each year. The request must include sufficient evidence of title to the nominee-registered shares or of the obligation to take holdings into account under the Finnish Securities Markets Act. If a shareholder does not wish to use its right of appointment, the right would be transferred to the next largest shareholder that would otherwise not have the right of appointment.
The Chair of the Board of Directors would convene the first meeting of each term of office of the Shareholders’ Nomination Board, and the representative of the largest shareholder would be appointed as the Chair of the Shareholders’ Nomination Board, unless the members of the Shareholders’ Nomination Board unanimously decide otherwise. In the event that the representative of the largest shareholder also serves as the Chair of the company’s Board of Directors, he/she cannot be appointed as the Chair of the Shareholders’ Nomination Board, but he/she can serve as a member thereof as a representative of the shareholder. The Chair of the Board of Directors participates in the Shareholders’ Nomination Board’s work as an expert without having a right to participate in the decision-making of the Shareholders’ Nomination Board.
The Shareholders’ Nomination Board would be established until further notice, i.e., until the general meeting decides otherwise. The term of office of the members of the Nomination Board expires annually upon the appointment of new members of the Shareholders’ Nomination Board. The members of the Shareholders’ Nomination Board will not receive any compensation for acting as a member thereof. The members will be compensated for their travel costs in accordance with the company’s travel policy. In order to carry out its duties and where necessary, the Shareholders’ Nomination Board may, at costs approved by the company, retain the services of external experts.
The composition, tasks, activities, the nomination and term of office of the members of the Shareholders’ Nomination Board are defined in more detail in its proposed Charter that is available on the company’s website at https://www.lifeline-spac1.com/corporate-governance/general-meeting-of-shareholders/extraordinary-general-meeting/ The Board of Directors proposes that the Extraordinary General Meeting adopts the Charter of the Shareholders’ Nomination Board.
8. Closing of the meeting
B. Documents of the Extraordinary General Meeting
This notice, which contains all proposals for resolutions on the agenda of the Extraordinary General Meeting, is available on Lifeline SPAC I Plc’s website at https://www.lifeline-spac1.com/corporate-governance/general-meeting-of-shareholders/extraordinary-general-meeting/ Other documents, which according to the Finnish Companies Act shall be kept available for the shareholders, will be available on the above-mentioned website as of 2 August 2024. The above-mentioned documents will also be available at the Extraordinary General Meeting.
The minutes of the Extraordinary General Meeting will be available on the above-mentioned website no later than from 6 September 2024 onwards.
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 Extraordinary General Meeting 13 August 2024 are entitled to participate in the Extraordinary General Meeting. A shareholder whose shares in Lifeline SPAC I are registered in their personal Finnish book-entry account is entered in the shareholders’ register of the company.
Registration for the Extraordinary General Meeting starts on 5 August 2024 at 10:00 a.m. EEST. A shareholder who is entered in the shareholders’ register of the company and who wishes to attend the Extraordinary General Meeting must register no later than 19 August 2024 at 4:00 p.m. EEST, by which time the registration must be received. Shareholders can register for the Extraordinary General Meeting:
- Via the company’s website at https://www.lifeline-spac1.com/corporate-governance/general-meeting-of-shareholders/extraordinary-general-meeting/
Electronic registration requires strong identification of the shareholder or their legal representative or proxy with a Finnish, Swedish, or Danish bank ID or mobile certificate.
- By email
Shareholders registering by mail or e-mail shall submit the registration form and advance voting form on the company’s website https://www.lifeline-spac1.com/corporate-governance/general-meeting-of-shareholders/extraordinary-general-meeting/ or equivalent information to egm@innovatics.fi.
- By mail
Shareholders registering by mail shall submit the registration form and advance voting form available on the company’s website https://www.lifeline-spac1.com/corporate-governance/general-meeting-of-shareholders/extraordinary-general-meeting/ or equivalent information to Innovatics Oy, General Meeting / Lifeline SPAC I Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki.
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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting on the basis of the shares that would entitle them to, on the record date of the Extraordinary General Meeting, i.e., on 13 August 2024, 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 20 August 2024 by 10:00 a.m. EEST at the latest. As regards nominee-registered shares, this constitutes due registration for the Extraordinary General Meeting. Changes in shareholding after the record date of the Extraordinary General Meeting do not affect the right to participate in the Extraordinary 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 Extraordinary 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 Extraordinary 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/extraordinary-general-meeting/
3. Proxy representatives and proxy documents
Shareholders may attend the Extraordinary 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 Extraordinary General Meeting. The right of representation may be proved by using the Suomi.fi e-Authorisationsservice available in the electronic registration service.
If a shareholder participates in the Extraordinary 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 egm@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 Extraordinary 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 August 2024 at 10:00 a.m. EEST and 19 August 2024 at 4:00 p.m. EEST on items 6a to 7 on the agenda of the Extraordinary General Meeting
- Via the company’s website at https://www.lifeline-spac1.com/corporate-governance/general-meeting-of-shareholders/extraordinary-general-meeting/
Login to the service is done in the same way as for registration in Section C.1 of this notice.
- By email
By submitting the advance voting form available on the company’s website https://www.lifeline-spac1.com/corporate-governance/general-meeting-of-shareholders/extraordinary-general-meeting/ or equivalent information to Innovatics Oy by e-mail at egm@innovatics.fi.
- By mail
By submitting the advance voting form available on the company’s website https://www.lifeline-spac1.com/corporate-governance/general-meeting-of-shareholders/extraordinary-general-meeting/ or equivalent information to Innovatics Oy, General Meeting / Lifeline SPAC I Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki.
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 Extraordinary 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 Extraordinary General Meeting without any changes.
5. Request for redemption of series A shares
Shareholders of series A shares who vote against the Acquisition at the Extraordinary General Meeting have the right, as referred to in Article 5 of Lifeline SPAC I’s Articles of Association, to request that their shares be redeemed. The redemption right is subject to the Acquisition being approved and completed in accordance with applicable regulations and that the shareholder has notified the company’s Board of Directors that they wish to have their shares redeemed during 10 banking days from and including the day of the Extraordinary General Meeting approving the Acquisition. The request shall be made in writing in the manner and on the form provided by the company and shall state the number of shares requested to be redeemed. The form will be available on the company’s website at https://www.lifeline-spac1.com/corporate-governance/general-meeting-of-shareholders/extraordinary-general-meeting/ on the date of the Extraordinary General Meeting at the latest.
The request for redemption must be received by Lifeline SPAC I by email at LifelineSPAC.EGM2024@borenius.com or by mail at Pursimiehenkatu 26 C, FI-00150 Helsinki on 5 September 2024 at the latest. Redemption requests received after the deadline will not be taken into account and right for redemption for such late requests is considered to be forfeited.
6. Remote streaming of the meeting
A shareholder who is entitled to attend the Extraordinary General Meeting may also follow the meeting remotely. A shareholder can register for following the webcast via the company’s website at https://www.lifeline-spac1.com/corporate-governance/general-meeting-of-shareholders/extraordinary-general-meeting/ between 5 August 2024 at 10:00 a.m. EEST and 19 August 2024 at 4:00 p.m. EEST.
It is not possible to ask questions referred to in the Finnish Companies Act, make counterproposals, address the meeting, or vote via the webcast. Following the meeting via the webcast shall not be considered as participation in the Extraordinary General Meeting or as the exercise of shareholders’ rights. Following the webcast does not constitute a formal participation of the shareholder in the Extraordinary General Meeting.
Remote connection to the Extraordinary General Meeting will be provided through Inderes Plc’s virtual general meeting service on the Videosync platform, which includes video and audio connection to the Extraordinary General Meeting. Remote access does not require any paid software or downloads. In addition to an internet connection, following requires a computer, smartphone or tablet with speakers or headphones for sound. One of the following browsers is recommended for following: Chrome, Firefox, Edge, Safari, or Opera.
The link and password for remote following will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the time of registration to all those who have registered for the General Meeting no later than the day before the General Meeting. For more information on the general meeting service, contact details of the service provider and instructions in case of possible disruptions can be found here: https://vagm.fi/support. A link to test the compatibility of a computer, smartphone or tablet with the network connection can be found here: https://demo.videosync.fi/agm-compatibility?language=en. It is recommended that the detailed instructions are read before the meeting.
7. Other instructions and information
The meeting language is Finnish.
Shareholders present at the Extraordinary 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 Extraordinary General Meeting do not affect the right to participate in the Extraordinary General Meeting or the number of votes held by a shareholder.
On the date of the notice of the Meeting, i.e. 2 August 2024, Lifeline SPAC I Plc has a total of 10,094,995 series A shares and 2,500,000 series B shares representing the same number of votes.
Helsinki, 2 August 2024
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
Appendix 1 – Amended Articles of Association