Resolutions of the Annual General Meeting and the Board of Directors’ organizational meeting of Nightingale Health Plc

Company release, 17 November 2022 at 6.15 p.m. (EET)

The Annual General Meeting of Nightingale Health Plc was held on 17 November 2022. The meeting was held as a fully virtual remote meeting in accordance with Chapter 5, Section 16, Subsection 3 of the Finnish Companies Act.

The General Meeting adopted the Financial Statements and the Consolidated Financial Statements, discharged the members of the Board of Directors and the CEO from liability and approved in an advisory vote the Remuneration Report of the governing bodies for the financial period of 1 July 2021 – 30 June 2022. 

Use of profit shown on the balance sheet and the payment of dividend 

The General Meeting resolved that based on the balance sheet adopted for the financial period of 1 July 2021 - 30 June 2022, no dividend is paid, and that the loss of the financial period is recorded in retained earnings. 

Board of Directors 

The number of members of the Board of Directors was confirmed to be seven (7). Tom Jansson, Antti Kangas, Olli Karhi, Lotta Kopra, Leena Niemistö, Timo Soininen and Teemu Suna were re-elected as members of the Board of Directors. 

The General Meeting resolved that the Members of the Board of Directors are paid a monthly remuneration of EUR 2,000. 

Auditor 

Authorized Public Accounting firm PricewaterhouseCoopers Oy was elected as the Auditor, and it has announced Valtteri Helenius, Authorized Public Accountant, to be the Auditor with principal responsibility. The remuneration of the Auditor is paid in accordance with a reasonable invoice approved by the company. 

Authorizing the Board of Directors to decide on the repurchase of company’s own shares 

The General Meeting authorized the Board of Directors to decide on the repurchase of the company’s own shares on the following terms and conditions: 

By virtue of the authorization, the Board of Directors is entitled to repurchase a maximum of 2,078,759 A-series shares and 3,889,210 B-series shares by using the non-restricted equity of the company. The shares may be repurchased in one or more lots. 

The company’s own shares shall be repurchased at the market price prevailing at the time of the repurchase through public trading on Nasdaq First North Growth Market Finland marketplace organized by Nasdaq Helsinki Ltd or otherwise at a market price. The authorization entitles the Board of Directors to decide on the repurchase also other than in proportion to the shareholdings of the shareholders (directed repurchase). 

The shares may be repurchased to be used in the implementation of possible acquisitions or other arrangements within the company’s business, to finance investments, to develop the company’s financial structure, as part of the implementation of possible incentive schemes of the company and/or otherwise to be kept by the company, transferred or cancelled. 

The authorization includes the right of the Board of Directors to decide on other terms and conditions related to the repurchase of the company’s own shares. The authorization is valid for 18 months. 

Authorizing the Board of Directors to decide on the share issue and granting of special rights entitling to shares 

The General Meeting authorized the Board of Directors to decide on issuing new shares, conveying the company’s own shares held by the company and/or granting of special rights referred to in Chapter 10, Section 1 of the Companies Act on the following terms and conditions: 

Maximum amount of shares to be issued 

By virtue of the authorization, the Board of Directors is entitled to issue and/or convey a maximum of 615,159 A-series shares under one or more decisions. The share issue and shares granted under the special rights are included in the specified maximum amount. 

The authorization does not apply to the company’s B-series or EMP-series shares. 

The authorization now granted does not revoke or change the authorization resolved at the Extraordinary General Meeting held on 18 February 2021, which is valid until 18 February 2026. By virtue of the granted authorization and the unused part of the already valid authorization, the Board of Directors is entitled to issue and/or convey no more than 2,078,759 A-series shares and 9,100,000 B-series shares of the company in total. The share issue and shares granted under the special rights are included in the mentioned maximum amounts. 

Other conditions 

The shares may be issued either against payment or without payment and they may also be issued to the company itself. The authorization entitles the Board of Directors to implement the share issue also as a directed issue. The authorization may be used in the implementation of possible acquisitions or other arrangements within the company’s business, to finance investments, to develop the company’s financial structure, as part of the implementation of possible incentive schemes of the company and/or for other purposes decided by the Board of Directors. 

The authorization includes the right of Board of Directors to decide on other terms and conditions of the share issue and granting of special rights referred to in Chapter 10, Section 1 of the Companies Act. The authorization is valid for 18 months. 

Publication of the minutes 

The minutes of the Annual General Meeting will be available on the company’s website on 1 December 2022 at the latest. 

Resolutions of the Board of Directors of Nightingale Health Plc 

In the organizational meeting held after the Annual General Meeting, the Board of Directors elected Leena Niemistö as chair from among its members. The other members of the Board of Directors are Tom Jansson, Antti Kangas, Olli Karhi, Lotta Kopra, Timo Soininen and Teemu Suna. 

NIGHTINGALE HEALTH PLC 

For further information: 
CEO Teemu Suna, [email protected]

Certified Adviser: 

Oaklins Merasco Ltd, tel. +358 9 6129 670 

About Nightingale Health 

Nightingale Health is The Preventative Health Company. Staying healthy is one of the top priorities in human life. Our health has a profound impact on our quality of life, and it’s also strongly connected to the lives of those close to us. Nightingale Health enables prevention by combining the power of our in-house developed, advanced blood analysis technology with unprecedented access to global health repositories and world-leading medical research. With this combination, we go beyond the traditional healthcare and wellbeing tools: We provide the scientific connection to multiple health and disease outcomes and the ability to predict future healthy years.