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FIT Biotech Oy: RESOLUTIONS OF EXTRAORDINARY GENERAL MEETING OF FIT BIOTECH OY SEPTEMBER 21, 2018
Company release September 21, 2018 at 1:15 PM EET
RESOLUTIONS OF EXTRAORDINARY GENERAL MEETING OF FIT BIOTECH OY SEPTEMBER 21, 2018
The EGM of FIT Biotech Oy ("FIT Biotech", "Company") has made the following resolutions today:
- Financing Arrangement between the Company and European High Growth Opportunities Securitization Fund and related Board authorisations
The Board proposed that this EGM authorises the Board to grant special rights to EHGOSF entitling to a maximum of 3,500,000,000 new or old Class K shares under the convertible notes of the ABO Programme and 7,500,000,000 new or old Class K shares under the share warrants each without regard to the pre-emptive rights of the shareholders. The Board is therefore authorised also to issue or deliver a maximum of 3,500,000,000 new or old K shares based on the convertible loan notes of the ABO Programme and 7,500,000,000 old of new K shares based on the share warrants.
The terms and conditions of the convertible notes are detailed in the "Characteristics of the Notes" document initially presented to the EGM of February 6, 2018 and again attached to notice of the EGM and the terms and conditions of the share subscription warrants are detailed in the "Characteristic of the Warrants" document similarly presented first to the EGM of February 6, 2018 and again attached to notice of the EGM.
The final total number of the Company's K shares to be issued or delivered upon conversion of the notes or subscription by virtue of the share warrants will remain unknown and will depend on the Company's financing needs and whether the Company will draw further Tranches, as well as on the value of the Company's K share in public trading from time to time. The total number of K shares to be issued or delivered will also depend on EHGOSF's willingness to utilise the share warrants to subscribe for the Company's shares. Therefore, the Board is likely to seek further authorisations to implement the ABO Programme.
The Board is entitled to decide on all other terms and conditions for granting special rights and to amend such terms and conditions, and the granting of such rights can be carried out as a directed issue in deviation from the shareholders' pre-emptive right. The Board may use either newly issued shares or existing treasury shares to satisfy any conversion of notes and/or exercise of the share subscription warrants. This authorisation replaces the authorisation granted in the 2018 AGM, April 12, 2018 and it is proposed to be valid until further notice.
The purpose of the ABO Programme is to ensure the continuity of the Company's business operations and sufficiency of its working capital in the long-term, and the Board's proposal directly relates to the critical funding needs of the Company and its relationship with a crucial financing party and an existing financing arrangement. The Board therefore deems there are weighty financial grounds for the granting of these special rights and the expansion of the Board's authorisation as described herein.
EGM approved the proposal of the Board.
- Authorizing the Board to issue new Class K Shares or grant Special Rights
The Board proposed that the EGM authorises the Board to resolve upon issuance of Class K shares to (i) the Company itself free of charge as referred to in Chapter 9, section 20 of the Companies Act to be used for purposes the Board deems necessary and appropriate; or (ii) by way of directed issuance of new Class K shares as referred to in Chapter 9, section 4 of the Companies Act in deviation of the pre-emptive rights of the shareholders; as well as (iii) by way of granting of options or other special rights entitling to Class K shares as referred to in Chapter 10, section 1 of the Companies Act.
The Board may use this authorisation for measures required to enhance the general operational conditions of the Company and to ensure the sufficiency of the Company's working capital e.g. by issuing new shares free of charge or against payment, by implementing a share based incentive scheme for its personnel and management, by implementing a new convertible note program and/or share subscription warrant funding programme or by fulfilling its obligations under any existing convertible note and/or share subscription warrant based funding program, such as the ABO Programme. For any directed share issue free of charge, a weighty financial reason for the Company as well as in regard to the interests of the shareholders for such authorisation as prescribed in Chapter 9, section 4 of the Companies Act must be present.
Under the authorisation the Board may issue a maximum of 2,000,000,000 new Class K shares (or distribute or deliver treasure shares in its possession already issued hereunder). The Board is authorised to resolve upon any other detail of the share issue or distribution and/or options or other special rights. The Board is authorised to amend also the terms and conditions of any and all special rights so issued.
The authorisation will be valid until further notice. This authorisation will replace the authorisation granted in the 2018 AGM, in which the Board was similarly authorised to issue a maximum of 2,000,000,000 new Class K shares.
EGM approved the proposal of the Board.
Minutes of EGM
The minutes of the EGM are published by September 25, 2018 on FIT Biotech's website www.fitbiotech.com.
FIT BIOTECH OY
Board of directors
For further information:
Chairman of the Board of Directors Rabbe Slätis
Tel: +358 40 840 6749
Certified Advisor: Aalto Capital Partners Oy, tel. +358 40 587 7000
About FIT Biotech
FIT Biotech Oy is a biotechnology company established in 1995. The company develops and licenses its patented GTU® (Gene Transport Unit) vector technology for new-generation medical treatments. GTU® is a gene transport technology that meets an important medical challenge in the usability of gene therapy and DNA vaccines.
FIT Biotech applies GTU® technology in its drug development programmes. Application areas include cancer (gene therapy) and infectious diseases such as HIV and tuberculosis, as well as animal vaccines.
FIT Biotech shares are listed on the First North Finland marketplace maintained by Nasdaq Helsinki Oy.
NASDAQ OMX Helsinki