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2016-07-21

Nexstim Plc ("Nexstim") Nexstim Plc: Invitation to the Extraordinary General Meeting

Helsinki, 21 July 2016 at 9:05 am

Nexstim Plc (NXTMH:HEX, NXTMS:STO), a medical technology company with a
pioneering navigated non-invasive brain stimulation system.

Shareholders of Nexstim Plc are invited to attend the Extraordinary General
Meeting of Nexstim on 18 August 2016, commencing at 14.00 (EET) at the
auditorium of Hotel Haven, at the address of Unioninkatu 17 Helsinki,
Finland. The reception of persons who have registered for the meeting will
commence at 13.30.

A. Matters on the agenda of the Extraordinary General Meeting of Shareholders

At the Extraordinary General Meeting of Shareholders, the following matters
will be considered:

1 opening of the meeting2 calling the meeting to order3 election of persons to scrutinize the minutes and to supervise the counting of votes4 recording the legality of the meeting5 recording the attendance at the meeting and adoption of the list of votes6 Resolutions relating to the Transaction (as defined below)6.1
Transaction description
Nexstim announced on 21 July 2016 (the "Company Announcement
") its plans to strengthen its working and growth capital through a directed
share issue of EUR 500,000, a convertible bond facility of EUR 5 million,
stand-by equity facilities of EUR 6.5 million and special rights entitling to
shares (the "Warrants
") to the Bracknor Investment ("Bracknor
") and to Nexstim's current shareholder, the Finnish Innovation Fund Sitra
("Sitra
", together with Bracknor the "Investors
").

The shares to be issued through the convertible bond facility and the stand-by
equity facilities will be subscribed for and the proceeds thereof will be
paid to Nexstim over the period of the next 24 months until August 2018 in
accordance with the terms and conditions agreed upon by Nexstim separately
with both Investors.

In addition to the directed share issue, the convertible bond facility and the
stand-by equity facilities, the Warrants entitle the Investors to subscribe
for new shares in Nexstim or existing shares in the possession of Nexstim as
described in the Company Announcement.

The transaction, including the directed share issue, the convertible bond
facility, the stand-by equity facilities and the Warrants (hereinafter the
"Transaction
"), is conditional on, inter alia, the granting of necessary authorisations by
the Extraordinary General Meeting of Nexstim. The Transaction and the
agreements, made separately between Nexstim and both Investors, have been
described in more detail in the Company Announcement.

The Board of Directors, having considered various strategies and alternatives
for ensuring sufficient level of financing of Nexstim, has concluded that the
Transaction is the most favourable alternative for Nexstim to raise capital
in the amount required to ensure going concern operations and future growth.
There are, therefore, especially weighty financial reasons for issuing
special rights entitling to shares and deviating from shareholders'
pre-emptive subscription rights in the directed share issues in connection
with the Transaction.

In order to implement the Transaction, the Board of Directors proposes that
the Extraordinary General Meeting would resolve on (i) authorising the Board
of Directors to resolve on issues of shares to Nexstim itself without
payment; (ii) authorising the Board of Directors to resolve on directed share
issues including directed share issues without payment; and (iii) authorising
the Board of Directors to resolve on issues of special rights entitling to
shares.

The proposed authorisations, as presented in items 6.2-6.4 below, will not, if
approved by the Extraordinary General Meeting, revoke each other or replace
previous authorisations granted to the Board of Directors.

The following proposals of the Board of Directors in sections 6.2-6.4 form an
entirety that requires the adoption of all its individual items by a single
resolution.

6.2
Authorising the Board of Directors to resolve on issues of shares to Nexstim
itself
without payment
The Board of Directors proposes that the Extraordinary General Meeting would
authorise the Board of Directors to resolve by one or several resolutions on
directed issues of new shares to Nexstim itself without payment for the
purpose of the Transaction. Any disposal of existing shares in the possession
of Nexstim issued under this section 6.2 would occur under the authorisation
referred to below in section 6.3.

The authorisation would consist of up to 15,000,000 shares in the aggregate.
The Board of Directors would be authorised to resolve on all other terms and
conditions of the issues of shares hereunder. The authorisation would be
effective for five (5) years from the date of the resolution of the
Extraordinary General Meeting.

6.3
Authorising the Board of Directors to resolve on directed share
issues
The Board of Directors proposes that the Extraordinary General Meeting would
authorise the Board of Directors to resolve on issues of new shares or
dispose of existing shares in the possession of Nexstim for the purpose of
the Transaction, by one or several resolutions as set out above and as
follows.

The aggregate number of new shares to be issued or existing shares in the
possession of Nexstim to be disposed of in the directed shares issues under
this section 6.3 would not exceed 15,000,000 shares, which corresponds to
approximately 184.80% of the existing shares and votes in Nexstim. Of the
maximum number of 15,000,000 shares, a maximum number of 750,000 shares could
be issued without payment to Bracknor and Sitra for covering the fees
relating to the Transaction and payable by Nexstim.

The Board of Directors would be authorised to resolve on all other terms and
conditions of the directed share issues. The issues of new shares or the
disposals of existing shares in the possession of Nexstim would be carried
out in deviation from the shareholders' pre-emptive rights by way of directed
issues. As mentioned above in section 6.1, there are especially weighty
financial reasons for deviating from shareholders' pre-emptive subscription
rights.

The authorisation would be effective for five (5) years from the date of the
resolution of the Extraordinary General Meeting. This authorisation would not
replace previous authorisations granted to the Board of Directors.

6.4
Authorising the Board of Directors to resolve on issues of special rights
entitling to shares
The Board of Directors proposes that the Extraordinary General Meeting would
authorise the Board of Directors to resolve by one or several resolutions on
issues of special rights entitling to shares referred to in Chapter 10,
Section 1 of the Finnish Companies Act (624/2006, as amended) for the purpose
of the convertible bond facility and issues of the Warrants to the Investors,
as set out above and as follows.

The aggregate number of new shares to be issued or existing shares in the
possession of Nexstim to be disposed of on the basis of special rights
entitling to shares issued under this section 6.4 would not exceed 18,000,000
shares, which corresponds to approximately 211.76% of the existing shares and
votes in Nexstim.

The Board of Directors would be authorised to resolve on all other terms and
conditions of the issues of special rights entitling to shares. As mentioned
above in section 6.1, there are especially weighty financial reasons for
issuing special rights entitling to shares.

The authorisation would be effective for five (5) years from the date of the
resolution of the Extraordinary General Meeting. This authorisation would not
replace previous authorisations granted to the Board of Directors.

7 Closing of the meetingB.

Documents of the Extraordinary General Meeting of Shareholders

The proposals relating to the agenda of the Extraordinary General Meeting of
Shareholders as well as this notice are available on Nexstim Plc's website at
www.nexstim.com. The proposals for the resolutions on the matters on the
agenda of the Extraordinary General Meeting of Shareholders are also
available at the Meeting. Copies of these documents and of this notice will
be sent to shareholders upon request. The minutes of the meeting will be
available on the abovementioned website as from 1 September 2016 at the
latest.

C.

Instructions for the participants in the General Meeting of Shareholders

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 8 August 2016 in the shareholders'
register of Nexstim held by Euroclear Finland Ltd, has the right to
participate in the Extraordinary General Meeting of Shareholders. A
shareholder, whose shares are registered on his/her personal book-entry
account, is registered in the shareholders' register of Nexstim.

A shareholder, who wants to participate in the Extraordinary General Meeting
of Shareholders, shall register for the meeting no later than 15 August 2016
at 10.00 a.m. by giving a prior notice of participation. Such notice can be
given:

(a) on Nexstim's website:
www.nexstim.com; or

(b) by mail to address Nexstim Plc,
"Extraordinary General Meeting" Elimäenkatu 9B, 00510 Helsinki, Finland

In connection with the registration, a shareholder shall notify his/her name,
personal identification number or business ID, address, telephone number and
the name of a possible assistant or proxy representative. The personal data
given to Nexstim is used only in connection with the Extraordinary General
Meeting of Shareholders and with the processing of related registrations.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Extraordinary General Meeting by virtue of such shares, based on which he/she
on the record date of the Extraordinary General Meeting, i.e. on 8 August
2016, would be entitled to be registered in the shareholders' register of
Nexstim held by Euroclear Finland Ltd. The right to participate in the
Extraordinary General Meeting requires, in addition, that the shareholder on
the basis of such shares has been registered into the temporary shareholders'
register held by Euroclear Finland Ltd at the latest by 15 August 2016 at
10.00 a.m. As regards nominee registered shares this constitutes due
registration for the Extraordinary General Meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholders'
register of Nexstim, the issuing of proxy documents and registration for the
Extraord...

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