Nightingale Health

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

Källa: MFN
Neutral

Sammanfattning

Nightingale Healths årsstämma har beslutat att ingen utdelning ska ske för räkenskapsåret 2025/2026. Styrelsen har bemyndigats att återköpa egna aktier och genomföra nyemissioner upp till specificerade gränser.

Analys

Årsstämman har godkänt de finansiella rapporterna och beviljat ansvarsfrihet för styrelse och VD. Beslutet om ingen utdelning och att bokföra förlusten i eget kapital är en konsekvens av bolagets finansiella ställning. Bemyndigandena för återköp och nyemission ger styrelsen flexibilitet för framtida strategiska beslut, såsom förvärv eller finansiering.

Nyckeltal

Antal styrelseledamöter
6
Styrelseordförandes månatliga arvode
EUR 4,000
Övriga styrelseledamöters månatliga arvode
EUR 2,000
Maximalt antal A-aktier för återköp
1,952,643
Maximalt antal B-aktier för återköp
4,029,322
Maximalt antal A-aktier för nyemission
1,926,217

Insikter

  • • Besluten om återköp och nyemission ger styrelsen finansiell flexibilitet.
  • • Avsaknaden av utdelning indikerar fortsatt fokus på investeringar och/eller hantering av förluster.
  • • Styrelsens sammansättning är oförändrad.
Fundamental påverkan
Neutral

Besluten ger styrelsen mandat att hantera bolagets kapitalstruktur och finansiering framöver, men påverkar inte direkt den löpande verksamheten eller resultaträkningen i närtid.

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Nightingale Health Plc | Stock Exchange Release | November 05, 2026 at 17:25:00 EET

The Annual General Meeting of Nightingale Health Plc (Nasdaq Helsinki: HEALTH; OTCQX: NHLTY, NGHLF) was held on 5 November 2026. 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 company’s financial statements and consolidated financial statements for the financial period 1 July 2025–30 June 2026, granted discharge from liability to the members of the Board of Directors and the CEO for the financial period 1 July 2025–30 June 2026, and, in an advisory vote, approved the Remuneration Report for the financial period 1 July 2025–30 June 2026.

Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The General Meeting resolved that no dividend be distributed based on the adopted balance sheet for the financial period 1 July 2025–30 June 2026, and that the loss of the financial period is recorded in retained earnings.

Board of Directors

The General Meeting resolved that the number of members of the Board of Directors shall be six. Antti Kangas, Olli Karhi, Ilkka Laurila, Leena Niemistö, Timo Soininen, and Teemu Suna were re-elected as members of the Board of Directors.

The General Meeting further resolved that the Chair of the Board of Directors shall be paid a monthly remuneration of EUR 4,000 and the other members of the Board of Directors a monthly remuneration of EUR 2,000.

Auditor

Authorized Public Accounting firm PricewaterhouseCoopers Oy was elected as the Auditor, and it has announced Panu Vänskä, 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 1,952,643 A-series shares and 4,029,322 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 the regulated market of 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. The authorization revokes the authorization to repurchase the company’s own shares decided by the previous Annual General Meeting on 6 November 2025.

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 1,926,217 A-series shares of the company under one or more decisions. The share issue and shares granted under the special rights are included in the specified maximum amount.

In addition, under the authorization, the Board of Directors is entitled to issue and/or convey a maximum of 4,064,778 B-series shares of the company by one or more decisions. The share issue and shares granted under the special rights are included in the specified maximum amount.

In addition, by virtue of the authorization, the Board of Directors is entitled to convey a maximum of 577,920 EMP-series shares held by the company under one or more decisions.

The authorization revokes the authorization resolved by the Annual General Meeting held on 6 November 2025 concerning the authorization of the Board of Directors to decide on the share issue and granting of special rights entitling to shares.

By virtue of the authorization, the Board of Directors is entitled to issue and/or convey no more than 1,926,217 A-series shares and 4,064,778 B-series shares of the company in total. The share issue and shares granted under the special rights are included in the maximum amounts mentioned. In addition, by virtue of the authorization, the Board of Directors is entitled to convey a maximum of 577,920 EMP-series shares held by the company.

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 19 November 2026 at the latest.

The recording of the CEO review will be available on the company’s website.

The organizational meeting 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 Antti Kangas, Olli Karhi, Ilkka Laurila, Timo Soininen and Teemu Suna.

NIGHTINGALE HEALTH PLCBoard of Directors

For further information, please contactTeemu Suna, CEOir@nightingalehealth.com

About Nightingale HealthChronic diseases cause around 75% of deaths globally and place a growing burden on healthcare systems. The way to address this is preventive healthcare, but until recently the tools to detect disease risks at population scale have not existed. Nightingale Health has built them. The Nightingale Health Check is a blood-based risk detection test that identifies risks for multiple chronic diseases, including cardiovascular disease, type 2 diabetes, kidney disease, and fatty liver disease, from a single blood sample. It is designed to be applied population-wide, so healthcare systems can identify the people who would benefit most from preventive action before disease develops.

Nightingale Health's technology is validated in over 1,000 peer-reviewed scientific publications and is used in many of the world's leading health studies, including the UK Biobank. In Finland, the Nightingale Health Check is in nationwide healthcare use, and over 250,000 people have already received their results. Nightingale Health operates globally with a parent company in Finland and subsidiaries in countries such as Japan, the United States, Singapore, and the United Kingdom, and has customers in more than 34 countries across healthcare and medical research. The company's Series B shares are listed on the regulated market of Nasdaq Helsinki and on the OTCQX International market. Read more: https://nightingalehealth.com/

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