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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.
The location of incorporation for Goodbody Health Group Inc is PO Box 282, Oak House, Hirzel Street, St Peter Port, Guernsey, GY1 2NP.
Number of securities
| Ordinary Shares | 36,496,276 |
| Options | 3,208,004 |
| Warrants | 3,589,137 |
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 Instrument | Number | Exercise price per Common Share (£) | Exercise period – From | Exercise period – To | % of Issued Share Capital following exercise |
| Value capped options / MIP shares | 1,548,052 | June 03, 2020 | June 03,2025 | 4.2% | |
| MIP shares | 44,676 | June 17, 2020 | June 17, 2025 | 0.1% | |
| MIP shares | 93,820 | August 23, 2020 | August 23, 2025 | 0.3% | |
| MIP shares | 1,079,670 | December 22, 2021 | December 22, 2026 | 3.0% | |
| Options | 74,833 | £0.448 | September 30, 2020 | April 31, 2023 | 0.2% |
| Options | 186,150 | £0.672 | September 30, 2020 | March 30, 2030 | 0.5% |
| Options | 36,085 | £1.940 | September 30, 2020 | March 30, 2030 | 0.1% |
| Options | 144,718 | £0.398 | July 8, 2021 | July 8, 2025 | 0.4% |
| Option / Warrant Instrument | Number | Exercise price per Common Share (£) | Exercise period – From | Exercise period – To | % of Issued Share Capital following exercise |
| Warrants | 2,674,102 | 0.675 | March 31,2021 | March 31,2023 | 7.3% |
| Warrants | 770,317 | 0.675 | May 20,2021 | May 20,2023 | 2.1% |
| Warrants | 144,718 | 0.398 | Dec 20, 2020 | Dec 20,2023 | 0.4% |
| 3,589,137 | 19.9% |
Full exercise of all outstanding options and warrants would result in dilution of approximately 15.7%.
Substantial Shareholders
Name – Number of Ordinary Shares – % of issued Share Capital
| Name | Holding | Percentage |
| Geremy Thomas / Carbon Managers Ltd | 7,640,638 | 21.5% |
| Bmak Investment LTD / Ken Lawrence | 1,518,985 | 4.2% |
| Exhall Pty Ltd / Clive Standish | 1,360,056 | 3.7% |
N.B 72.9% of ordinary shares are in public hands
