Carebook Announces Voting Results from Annual General and Special Meeting of Shareholders and Amendment to its Stock Option Plan

MONTREAL, June 30, 2022 /CNW Telbec/ - Carebook Technologies Inc. ("Carebook" or the "Company") (TSXV: CRBK) (OTCPK: CRBKF) (XETR: PMM1), a leading Canadian provider of innovative digital health solutions, today announced the voting results from the Annual General and Special Meeting of its Shareholders held virtually in Montreal, Quebec ("Meeting") on Wednesday, June 29, 2022, and an amendment to its stock option plan (as amended and restated, the "Stock Option Plan").

Election of Directors

Each director nominee listed in the Management Information Circular dated May 18, 2022 ("Circular") was elected as Director of the Corporation at the Meeting. Shareholders present in person or represented by proxy at the Meeting voted as follows: 

Director Nominee	Outcome	Votes For	% For	Votes Withheld	% Withheld
Dr. Sheldon Elman	Elected	49,483,123	95.758	2,191,981	4.242
Stuart Elman	Elected	51,432,504	99.531	242,600	0.469
Josh Blair	Elected	51,669,504	99.989	5,600	0.011
Anne-Marie Boucher	Elected	51,660,054	99.971	15,050	0.029
Philippe Couillard	Elected	51,669,454	99.989	5,650	0.011
Alasdair Younie	Elected	51,659,454	99.970	15,650	0.030

Appointment of external Auditors

MNP LLP were appointed as external auditors of the Corporation for the next year by a majority of the votes cast by the shareholders present or represented by proxy. Shareholders present in person or represented by proxy at the Meeting voted as follows:

Outcome	Votes For	% For	Votes Withheld	% Withheld
Adopted	51,669,504	99.989	5,600	0.011

Confirmation of the Company's By-Laws

At the Meeting, shareholders were asked to consider, and if thought fit, to pass an ordinary resolution (the full text of which is attached as Schedule C to the Circular) to approve and confirm (1) the By-Law No. 2021-1 with respect to the transaction of the business and affairs of the Company, (2) a Forum Selection By-Law, and (3) an Advance Notice By-Law (the full text of which is attached as Schedule B to the Circular) as the by-laws of the Company. At the Meeting, such resolution was adopted without modification by a simple majority of the votes of shareholders represented at the Meeting. Shareholders present in person or represented by proxy at the Meeting voted as follows:

Outcome	Votes For	% For	Votes Withheld	% Withheld
Adopted	49,253,223	95.313	2,421,881	4,687

Adoption of Amended and Restated Stock Option Plan

The board of directors of the Company approved on May 18, 2022, the amendment and restatement of the company stock option plan (as amended and restated, the "Stock Option Plan") (the full text of which is attached as Schedule D to the Circular) to (i) align the Stock Option Plan with the revised policies of the TSX on security based compensation plans, effective as of November 24, 2021, and (ii) increase the maximum number of common shares of the Company that may be issued pursuant to the exercise of options under the Stock Option Plan from 6,237,779 to 13,995,424, subject to receipt of approval of the TSX Venture Exchange ("TSX-V") and shareholder approval. At the Meeting, shareholders were asked to consider, and if thought fit, to pass an ordinary resolution (the full text of which is attached as Schedule E to the Circular) to approve the Stock Option Plan. Such resolution was adopted without modification by a simple majority of the votes of disinterested Shareholders represented at the Meeting, in accordance with the rules and policies of the TSX-V as more particularly described in the Circular. Disinterested shareholders present in person or represented by proxy at the Meeting voted as follows:

Outcome	Votes For^(1)	% For	Votes Withheld	% Withheld
Adopted	24,781,319	91.057	2,433,956	8.943

(1)

Pursuant to the policies of the TSX-V, the resolution to adopt the Amended and Restated Stock Option Plan was subject to the approval of disinterested shareholders. Consequently, such resolution was approved by a majority of the votes cast by all shareholders present in person or by proxy at the Meeting excluding a total of 24,459,829 votes attached to common shares of the Company beneficially owned by insiders (as defined in the policies of the TSX-V) to whom stock options may be granted under the Stock Option Plan or any associate (as defined in the policies of the TSX-V) of such person. For the purpose of the vote at the Meeting, all of the directors and officers of the Company, and their respective associates, were considered to be insiders, such that they and their associates did not vote on the resolution.

The implementation of the Amended and Restated Stock Option Plan remains subject to final approval from the TSX-V.

About Carebook Technologies

Carebook's digital health platform empowers its clients and more than 3.5 million members to take control of their health journey. During 2021, the Company completed the acquisitions of InfoTech Inc., a global leader in health and productivity risk management, and CoreHealth Technologies Inc., owner of an industry-leading wellness platform. In combination, these companies create a comprehensive digital health platform that includes both assessment tools and the technology to deliver complementary solutions. Carebook's shares trade on the TSXV under the symbol "CRBK," on the OTC Markets under the symbol "CRBKF," and on the Frankfurt Stock Exchange under the symbol "PMM1."

www.carebook.com  

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Notice regarding forward-looking statements:

This release includes forward-looking information within the meaning of Canadian securities laws regarding Carebook, its subsidiaries and their business. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of Carebook and are based on assumptions and subject to risks and uncertainties. Although the management of Carebook believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including the risk factors identified in the Company's management's discussion and analysis for the year ended December 31, 2021 and described under the heading "Item 21 – Risk Factors" in the Listing Application of the Company dated September 28, 2020, each of which can be found on SEDAR under the Company's profile at www.sedar.com. Although Carebook has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Carebook does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

SOURCE Carebook Technologies Inc.

For further information contact: Carebook Investor Relations Contact: Olivier Giner, CFO, Email : [email protected], Telephone : [phone]