Shareholder information

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Introduction

CORPORATE GOVERNANCE DISCLOSURE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders and considers the role of the individual members of management who are appointed by the Board and who are charged with day-to-day management of the Company. Goodbody Health Group Limited is managed with reference to AQSE rules and regulations as well as the QCA corporate governance code.  See the QCA code adoption by the company here.

Guidelines to be used by issuers in developing their own corporate governance practices. The Board is committed to sound corporate governance practices, which are both in the interest of its Shareholders and contribute to effective and efficient decision making.

In order to comply with rule 71 of the AQSE Rules we are providing the information below.

Country of incorporation

The location of incorporation for Goodbody Health Group Inc is PO Box 282, Oak House, Hirzel Street, St Peter Port, Guernsey, GY1 2NP.

AGM & Proposed Re-domiciliation

Articles of Association / Name Change Certificates

AGM Sept 16, 2021

AGM Jan 26, 2021

Financial Results

Scheme of Arrangements / Admission Documents

Securities in issue

Number of securities

The Company has the following Ordinary Shares, Options and Warrants outstanding:
Ordinary Shares36,496,276
Options3,660,350
Warrants4,931,744

Table of Terms

The table below sets out a summary of the terms of the options and warrants that have been issued by the Company.

Option / Warrant InstrumentNumber Exercise price per Common Share (£)Exercise period – FromExercise period – To% of Issued Share Capital following exercise
Value capped options / MIP shares1,548,052 June 03, 2020June 03,20254.2%
MIP shares44,676 June 17, 2020June 17, 20250.1%
MIP shares93,820 August 23, 2020August 23, 20250.3%
MIP shares1,079,670 December 22, 2021December 22, 20263.0%
Options418,838£ 0.149September 30, 2020March 01, 20231.1%
Options33,508£ 0.298September 30, 2020March 01, 20230.1%
Options74,833£0.448September 30, 2020March 30, 20300.2%
Options186,150£0.672September 30, 2020March 30, 20300.5%
Options36,085£1.940September 30, 2020March 30, 20300.1%
Options144,718£0.398 July 8, 2021July 8, 20250.4%
Option / Warrant InstrumentNumber Exercise price per Common Share (£)Exercise period – FromExercise period – To% of Issued Share Capital following exercise
Warrants1,032,8571.418Dec 18,2019Dec 18,20222.8%
Warrants309,7500.643Jan 12,2018Jan 12,20230.8%
Warrants2,674,1020.675March 31,2021March 31,20237.3%
Warrants770,3170.675May 20,2021May 20,20232.1%
Warrants144,7180.398Dec 20, 2020Dec 20,20230.4%
 

4,931,744

   23.5%
      
      
      
      

Full exercise of all outstanding options and warrants would result in dilution of approximately 23.5%.   

Substantial Shareholders

Name – Number of Ordinary Shares – % of issued Share Capital

NameHoldingPercentage
Geremy Thomas / Carbon Managers Ltd7,640,63821.5%
Bmak Investment LTD / Ken Lawrence1,518,9854.2%
Exhall Pty Ltd / Clive Standish1,360,0563.7%

N.B 72.9% of ordinary shares are in public hands

Table of Contents

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