The Annual General Meeting of Nightingale Health Plc was held on 6 November 2025. 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 2024–30 June 2025, granted discharge from liability to the members of the Board of Directors and the CEO for the financial period 1 July 2024–30 June 2025, and, in an advisory vote, approved the Remuneration Policy and the Remuneration Report for the financial period 1 July 2024–30 June 2025.
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 2024–30 June 2025, 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 Nasdaq Helsinki Ltd stock exchange 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 8 November 2024.
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 2,037,198 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 6,560,200 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 authorizations resolved by the Extraordinary General Meeting held on 18 February 2021 and by the Annual General Meeting held on 8 November 2024 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 2,037,198 A-series shares and 6,560,200 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 20 November 2025 at the latest.
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 PLC
Board of Directors