Bulletin from Physitrack PLC’s (publ) Annual General Meeting
At the Annual General Meeting (the AGM) of Physitrack PLC (“Physitrack” or the “Company”), on 3 May 2023, the following resolutions were adopted.
To receive and adopt the Annual Report and Accounts
The AGM resolved to receive and adopt the Company’s Annual Report and Accounts for the period ended 31 December 2022, together with the reports of the Directors and Auditor.
Re-election of Directors
The AGM resolved to re-elect Elaine Sullivan, Per Henrik Molin, Arup Paul, and Jasper Zwartendijk and elect Anne-Sophie D’Andlau as a Director of the Company.
Appointment and Remuneration of Auditor
The AGM resolved to re-appoint Mazars LLP as Auditor to the Company to hold office until the conclusion of the next Annual General Meeting and to authorise the Directors to fix the remuneration of the Auditor until the conclusion of the next Annual General Meeting.
Authority to allot Ordinary Shares
The AGM resolved, in accordance with the Board of Directors' proposal, that the Directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006, in substitution for all existing authorities, to exercise all the powers of the Company to allot 1,626.077 Ordinary Shares of £0.001 each in the capital of the Company (“Ordinary Shares”), and to grant rights to subscribe for or to convert any security into Ordinary Shares for any purpose, up to a maximum aggregate nominal amount of £1,626.08 (being 10% of the Company’s issued share capital) such authority to apply until the end of next year’s annual general meeting (or, if earlier, until the close of business on 31 May 2024) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require Ordinary Shares to be allotted or rights to subscribe for or convert securities into Ordinary Shares to be granted after the authority ends and the Board may allot Ordinary Shares or grant rights to subscribe for or convert securities into Ordinary Shares under any such offer or agreement as if the authority had not ended.
Authority to dis-apply pre-emption rights
The AGM resolved that, in accordance with the Board of Directors' proposal, that, subject to the passing of Resolution 9 as specified in the Notice of the AGM (“Notice”), the Directors be empowered pursuant to section 570 Companies Act 2006 to allot equity securities (within the meaning of section 560(1) Companies Act 2006) of the Company for cash pursuant to the authority conferred by Resolution 9 mentioned in the Notice as if section 561 Companies Act 2006 did not apply to the allotment, such power to expire at the end of next year’s annual general meeting (or, if earlier, until the close of business on 31 May 2024) unless renewed, varied or revoked by the Company prior to such a date.
Share Repurchases
The AGM resolved, in accordance with the Board of Directors' proposal, that the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Act to make market purchases (within the meaning of section 693 of the Act) of its Ordinary Shares, provided that:
a. the maximum number of Ordinary Shares authorised to be purchased shall be 1,626.077 (representing 10% of the Company’s issued Ordinary Share capital at the date of this notice of Annual General Meeting);
b. the minimum price (exclusive of any expenses) which may be paid for an Ordinary Share is £0.001;
c. the maximum price (exclusive of expenses) which may be paid for each Ordinary Share must not be more than the higher of (i) an amount equal to five per cent above the market value of an Ordinary Share for the five business days immediately preceding the day on which that share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out, in each case exclusive of expenses;
d. the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company to be held after the date of the passing of this resolution or, if earlier, on the expiry of 15 months from the passing of this resolution, unless such authority is renewed to such time; and
e. the Company may make a contract to purchase Ordinary Shares under the authority, which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares pursuant to any such contract.
Please refer to the Notice of Annual General Meeting 2023 for full details of all the resolutions proposed at the Meeting:
https://www.physitrackgroup.com/investors/press-release?slug=notice-of-annual-general-meeting-2023
Enquiries regarding this announcement should be addressed to:
Henrik Molin, CEO, Physitrack.
+44 208 133 9325
[email protected]
[email protected]
About Physitrack
Physitrack PLC, founded in 2012, is a global digital healthcare provider, focused on the B2B wellness and virtual-first care markets. With staff on four continents, customers in 17 time zones, and end users in 187 countries, Physitrack is a truly global company.
The company has two business lines:
1. Lifecare Technology – SaaS platform tailored mainly to physiotherapy and musculoskeletal care, enabling practitioners to deliver clinical home exercises, education prescription, outcomes tracking, triaging and Telehealth.
2. Virtual-first Wellness / Champion Health – SaaS platform for Employee Wellness and care powered by a combination of world-leading technology and wellness professionals based in the United Kingdom, Germany and the Nordics.
Physitrack PLC is headquartered in London, United Kingdom, and listed on Nasdaq First North Premier Growth Market (PTRK).
Visit us at https://www.physitrackgroup.com/
