Result of GM and Underwritten Open Offer.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHOULD FORM THE BASIS OF, OR SHOULD BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF OPTIMA HEALTH PLC. PLEASE SEE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT

FOR IMMEDIATE RELEASE

23 April 2026

Optima Health plc

("Optima", the "Company", and, together with its subsidiaries, the "Group")

Result of General Meeting and Underwritten Open Offer

Further to the announcement on 31 March 2026 regarding the launch of the underwritten Open Offer and publication of the Circular (the "Launch Announcement"), Optima Health (AIM: OPT), the UK's leading provider of technology enabled corporate health and wellbeing solutions, is pleased to announce the results of the General Meeting and underwritten Open Offer. Capitalised terms used but not otherwise defined in this announcement shall have the meaning ascribed to such terms in the Circular unless the context requires otherwise.

Results of the General Meeting

The Company is pleased to announce that the Rule 9 Waiver Resolution put to Independent Shareholders at the General Meeting held at 2.00 p.m. (London time) today was duly passed by a significant majority on a poll. The voting results of the Resolutions are set out in the table below:

Results of Underwritten Open Offer

                Optima is also pleased to announce that the Open Offer, which closed for acceptances at 11.00 a.m. on 22 April 2026, was significantly oversubscribed, with valid applications received (including amounts subscribed for by the LA Shareholder Entities) in respect of 38,829,942 Open Offer shares representing approximately 194 per cent. of the maximum Open Offer Shares available. All Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full Basic Entitlement.

                Excess Entitlements under the Excess Application Facility have been allocated at the Company's discretion. Following the LA Shareholder Entities allocation noted below, all Shareholders who applied for Excess Entitlements have been scaled back pro-rata to their applications for Excess Entitlements. As a result, the maximum of 19,999,149 Open Offer Shares will be issued in connection with the Open Offer, raising approximately £35,000,000 (before expenses) for the Company at an issue price of 175 pence per share.

                Directors' Participation

                Julia Robertson, Jonathan Thomas, Heidi Giles, Simon Arnold and Adam Councell have applied for an aggregate of 47,518 Open Offer Shares. The Directors' basic entitlements will be allocated in full and Excess Entitlements will be scaled back pro-rata as noted above. PDMR dealing notifications will be announced following Admission.  

                Admission and Dealings

                Application has been made to the London Stock Exchange for the admission of 19,999,149 Open Offer Shares, to trading on AIM ("Admission"). Admission is expected to take place and dealings in the Open Offer Shares are expected to commence on or around 8.00 a.m. on 24 April 2026. The Open Offer Shares will rank pari passu with the existing Ordinary Shares. Following Admission, the Company will have 108,775,375 Ordinary Shares in issue.

Concert Party

As detailed in the Launch Announcement, Deacon Street Partners Limited ("Deacon Street"), an entity controlled by Lord Ashcroft KCMG PC, a substantial shareholder of the Company and a member of the LA Concert Party, entered into a commitment to underwrite the Open Offer at the Issue Price up to a maximum aggregate value of £35,000,000. Noting the strong participation by Shareholders in the Open Offer, the underwriting commitment from Deacon Street was not required, however, the LA Shareholder Entities have, in aggregate, subscribed for 8,203,993 Open Offer Shares pursuant to the Open Offer.

Following Admission, the LA Concert Party is expected to be interested in aggregate in approximately 30 per cent. of the voting rights of the enlarged issued ordinary share capital of the Company.

Total Voting Rights

In accordance with the Financial Conduct Authority's Disclosure, Guidance and Transparency Rules, the Company confirms that following Admission, the Company's enlarged issued ordinary share capital will comprise 108,775,375 Ordinary Shares. The Company does not hold any shares in Treasury. Therefore, following Admission, the total number of voting rights in the Company will be 108,775,375 and this figure may be used by shareholders in the Company as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in the Company, under the Disclosure Guidance and Transparency Rules.

                This announcement should be read in conjunction with the Launch Announcement, and the full text of the Company's circular dated 31 March 2026, copies of which are available on the Company's website at https://investors.optimahealth.co.uk/investors/open-offer-2026/.

About Optima

Optima is the UK's leading provider of occupational health and wellbeing services, directly influencing and improving people's lives for 25 years. Optima's incredible team of professionals quickly and effectively encapsulate client's needs, supporting organisations of all shapes and sizes. Through tailored solutions and innovative systems, Optima offers unparalleled clinical expertise to its clients. These solutions ensure that processes are simple and allow its clients to spend more time focusing on their employees driving a healthy, high-performing workplace. For more information visit www.optima health.co.uk.

Disclaimer

Panmure Liberum Limited ("Panmure Liberum") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for Optima and for no one else in connection with the Open Offer and the Rule 9 Waiver Resolution and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Open Offer and the Rule 9 Waiver Resolution or any other matter referred to in this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Open Offer and the Rule 9 Waiver Resolution, or any other matter referred to in this announcement. The responsibilities of Panmure Liberum as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or any director, shareholder or any other person.

Cavendish Capital Markets Limited ("Cavendish") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Optima and no one else in connection with the Open Offer and the Rule 9 Waiver Resolution and will not be responsible to anyone other than Optima for providing the protections afforded to clients of Cavendish nor for providing advice in connection with the Open Offer and the Rule 9 Waiver Resolution or any matter referred to herein. Neither Cavendish nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this announcement, any statement contained herein, the Open Offer and the Rule 9 Waiver Resolution or otherwise. No representation or warranty, express or implied, is made by Cavendish as to the contents of this announcement.

Important Information

No prospectus, offering memorandum, offering document or admission document has been or will be made available in any jurisdiction in connection with the matters contained or referred to in this announcement and no such document is required (in accordance with Regulation (EU) No 2017/1129 (the "EU Prospectus Regulation") or the Public Offers and Admissions to Trading Regulations 2024 (the "POATR")) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

This announcement is for information purposes only and is directed only at persons whose ordinary activities involve them acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (a) if in a member state of the European Economic Area (the "EEA"), "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation ("Qualified Investors"); and (b) if in the United Kingdom, "qualified investors" within the meaning of paragraph 15 of Schedule 1 of the POATR who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) persons who fall within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being "Relevant Persons").

This announcement must not be acted on or relied on (i) in any member state of the EEA, by persons who are not Qualified Investors; or (ii) the United Kingdom, by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is only available to (i) in any member state of the EEA, Qualified Investors; and (ii) in the United Kingdom, Relevant Persons, and will only be engaged in with such persons.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for any securities in the United States or in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into United States except pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.

The contents of this announcement have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Open Offer. If you are in any doubt about any of the contents of this announcement, you should obtain independent professional advice. This announcement does not constitute a prospectus or equivalent document and does not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong.

The Open Offer has been made pursuant to an exemption under the POATR or the EU Prospectus Regulation from the requirement to produce a prospectus. This announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act, 2000, as amended, does not apply.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

The distribution of this announcement and any proposed offering and/or issue of securities referred to herein in certain jurisdictions may be restricted by law or regulation. No action has been taken by the Company that would permit an offer of securities or possession or distribution of this announcement or publicity material relating to securities in any jurisdiction where action for that purpose is required, other than in the United Kingdom. Persons into whose possession this announcement comes are required by the Company to inform themselves about and to observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdiction.