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Flagging notifications

Shareholders of a listed company have an obligation to notify changes in their major shareholdings or proportion of voting rights to the Finnish Financial Supervisory Authority (FIN-FSA) and to the listed company in question. Listed companies have an obligation to publicly disclose the shareholders’ notifications.

A flagging notification shall be made whenever the proportion of holdings or votes in a listed company reaches, exceeds, or falls below a disclosure threshold. The thresholds are 5%, 10%, 15%, 20%, 25%, 30%, 50%, 2/3 and 90% of the number of voting rights or shares in a company.

An amendment to the Finnish Securities Market Act entered into force on 19 April 2024 according to which the flagging obligation shall also apply to shareholders and persons comparable to shareholders of companies listed on the Nasdaq First North Growth Market Finland. A flagging notification to the FIN-FSA and the company shall be made as follows:

  1. Holdings exceeding a disclosure threshold as of 19 April 2024
    In case a proportion of holdings or votes is at least five percent on 19 April 2024 when the amendment to the SMA entered into force, a flagging notification shall be made within two months from the commencement of the amendment to the SMA, i.e., no later than 19 June 2024.
  2. Changes during the transition period 19 April–19 June 2024
    In case the proportion of holdings or votes reaches, exceeds, or falls below a disclosure threshold during the two-month transition period between 19 April–19 June 2024, a flagging notification shall be made during the transition period, i.e., no later than 19 June 2024.
  3. Notifications after the transition period (as of 20 June 2024)
    As of 20 June 2024, a flagging notification shall be made without undue delay, but no later than the next trading day after the shareholder has learned or should have learned of a transaction leading to the flagging obligation.

Flagging notifications to Nightingale Health Plc shall be sent by email to ir@nightingalehealth.com.

Flagging notifications to the FIN-FSA shall be sent according to instructions provided by the FIN-FSA.

Notification form

Further information on the flagging obligation is available on FIN-FSA website at https://www.finanssivalvonta.fi/en/financial-market-participants/capital-markets/issuers-and-investors/notification-of-major-holdings/.