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Thursday, 23 November 2017

FIT Biotech Oy: NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING OF FIT BIOTECH OY

FIT Biotech Oy    

Published: 08:30 CET 23-11-2017 /GlobeNewswire /Source: FIT Biotech Oy / : FITBIO /ISIN: FI4000148606

FIT Biotech Oy: NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING OF FIT BIOTECH OY

Company release     November 23, 2017 at 9:30 EET

 

NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING OF FIT BIOTECH OY

 

The shareholders of FIT Biotech Oy are invited to an extraordinary general meeting, which is to be held on December 14, 2017 starting at 10:00 am (Finnish time) at Hotel Arthur, street address Vuorikatu 19, Helsinki, Finland. The reception of persons who have registered for the meeting will begin at 9:30 am.

 

A.   Matters on the Agenda of the Extraordinary General Meeting

At the extraordinary general meeting, the following matters will be considered:

 

1.    Opening of the meeting

 

2.    Calling the meeting to order

 

3.    Election of persons to scrutinise the minutes and count the votes

 

4.    Recording the legality of the meeting

 

5.    Recording the attendance at the meeting and adoption of the list of votes

 

6.    Amendment of the Articles of Association

The Board of Directors of FIT Biotech Oy ("Board") proposes  to the Extraordinary General Meeting of Shareholders ("EGM") that the clause providing for Class B shares is amended and all references to Class B shares removed. The Company has not issued any Class B shares. This will result also in some technical amendments in clause 5. 

 

The Board proposes further that section 13 (redemption clause) is deleted entirely as inappropriate to listed company status.

 

The proposed new articles of association appear in the appendix.

 

7.    Amendment to the financing arrangement between the Company and SITRA

The EGM held on September 15, 2016 authorised the Board to grant options and other special rights as referred to in Chapter 10, section 1 of the Companies Act. This authorisation was granted in order to implement the convertible note and warrant funding program dated September 26, 2016 with the Finnish innovation fund SITRA ("SITRA").

 

The authorisation was registered on September 19, 2016 and allowed the Board to issue a maximum of 2,000,000 Class K shares under the special rights, which number was based on the projections and estimates made by the parties at that time and subsequently agreed upon in the convertible note and warrant subscription agreement.

 

Under the said authorisation and within the said limits the Board has on September 26, 2016 resolved to approve the Subscription Agreement with SITRA and to establish corresponding convertible note and share warrants funding program with Trade Register registration date September 28, 2016.

 

Subsequent to the aforesaid authorisation the Board has, inadvertently, exceeded this maximum authorisation and issued special rights (convertible notes) to SITRA entitling to a total of 3,020,441 Class K shares. This has resulted from the declining market value of the Company's Class K shares, which has in turn meant that a higher than anticipated number of Class K shares have had to be issued under the agreed program. There are no changes to the number of share warrants.

 

In order to correct the said deficiency the Board proposes that the EGM (i) approves the above described exceeding of the original authorisation to grant special rights to SITRA and approves the issuance of an additional total of 1,020,441 K shares; as well as (ii) authorises the Board further to grant special rights to SITRA entitling to a total maximum number of 20,000,000 new or old K shares. 

 

The Board is entitled to decide on all other terms and conditions for granting special rights and to amend such terms and conditions. This authorisation replaces the authorisations registered by the Trade Register on September 19, 2016 and is proposed to be in force until further notice. As the matter relates to critical funding needs of the Company and its relationship with a crucial financing party, the Board deems there are weighty financial grounds for the granting of these special rights and the expansion of the Board's authorisation as described herein. 

 

8.    Amendment to the convertible notes and financing arrangement between the Company and Bracknor and related Board authorisations

The EGM held on September 15, 2016 authorised the Board to grant options and other special rights as referred to in Chapter 10, section 1 of the Companies Act. This authorisation was granted in order to implement the convertible note and warrant funding program dated August 25, 2016 with Bracknor Investment ("Bracknor") also approved by the EGM in the meeting.

 

In accordance with the provisions of the convertible notes and warrant funding agreement the registered authorisation has allowed the Board to issue a maximum of 55,000,000 Class K shares under the convertible notes and a maximum of 55,000,000 Class K shares under the warrants.

 

Pursuant to the authorisation of the EGM, the Board has on September 26, 2016 resolved to approve the Subscription Agreement with Bracknor and to establish corresponding convertible note and warrants funding programs with Trade Register registration date September 28, 2016.

 

Subsequent to the aforesaid authorisations it has become evident that the maximum number for authorised K-shares relating to the convertible notes will have to be exceeded. This is a result of the declining market value of the Company's Class K shares, which has in turn resulted in higher than anticipated number of special rights under the agreed program. Not all of these special rights (i.e. convertible loan notes) have been converted into Company's Class K shares.

 

In order to correct and rectify the said deficiency in authorised shares the Board proposes, pursuant to the amendment agreement with Bracknor, that the EGM authorises the Board further to grant special rights to Bracknor entitling to a maximum of 550,000,000 new or old Class K shares under the convertible notes and 440,000,000 new or old Class K shares under the share warrants.

 

The number of K shares to be subscribed for under the warrants already issued to Bracknor will depend on Bracknor's willingness to utilise these warrants to subscribe for the Company's shares as well as on then prevailing value of the K shares in public trading as agreed upon in the funding program agreement. Hence, the final number of shares to be issued under the authorisation relating to warrants will remain unknown. Should Bracknor use this right to subscribe for the Company's shares this would have a positive impact on the cash position and share capital of the Company.   

 

As described above the overall authorisation to the Board to grant special rights that entitle to shares would hereby increase to a grand total of 990,000,000 new or old Class K shares from the current maximum number of 110,000,000 shares.

 

The Board is entitled to decide on all other terms and conditions for granting special rights and to amend such terms and conditions. This authorisation will replace the authorisation granted in the EGM of September 15, 2016 in which the Board was authorised to issue special rights entitling to a maximum of 110,000,000 shares. This new authorisation is proposed to be valid until further notice.

 

As the matter relates to critical funding needs of the Company and its relationship with a crucial financing party, the Board deems there are weighty financial grounds for the granting of these special rights and the expansion of the Board's authorisation as described herein.

 

9.    Authorising the Board to issue new Class K shares or grant special rights entitling to Class K shares

The Board proposes 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; and (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 the 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 existing convertible note and/or share subscription warrant based funding programs. 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 550,000,000 new Class K shares or distribute treasure shares in its possession. The Board would be authorised to resolve upon any other detail of the share issue or distribution and/or options or other special rights. The Board would be authorised to amend also the terms and conditions of any and all special rights so issued.

 

It is proposed that the authorisation be valid until further notice. This authorisation will replace the authorisation granted in the EGM of September 15, 2016 in which the Board was authorised to issue a maximum of 110,000,000 new Class K shares.  

 

10. Closing of the meeting

 

B.   Documents  

The aforementioned proposals for resolutions on the matters on the agenda of the general meeting as well as this notice are available on FIT Biotech Oy's website at the address http://www.fitbiotech.com/. The EGM documents will also be available at the meeting and copies of these documents will be delivered to shareholders upon request. The minutes of the EGM will be available on the above website as of December 22, 2017, at the latest.

 

C.   Instructions for the Participants

  1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on December 4, 2017, the record date of the meeting, in the Company's shareholders' register maintained by Euroclear Finland Ltd, has the right to participate in the EGM. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders' register of the Company.

 

A shareholder who is registered in the shareholders' register of the Company and who wants to participate in the EGM has to register for the meeting by e-mail to the address elisa.piispanen@fitbiotech.com or by post to the address FIT Biotech Oy/Elisa Piispanen, Biokatu 12, 33520 Tampere, Finland, no later than at 10:00 am (Finnish time) on December 4, 2017 by which time the registration must be received.

 

In connection with the registration, a shareholder shall state his/her name, personal identification number   or business identity code, address, telephone number, as well as the names and personal identification numbers of assistants or proxy representatives, if any. The personal data given to FIT Biotech Oy will be used only in connection with this EGM and with the processing of necessary registrations.

 

Upon request, a shareholder, his/her representative or proxy representative must be able to prove his/her identity and/or representation right at the meeting venue.

 

2.      Holders of nominee-registered shares

A holder of nominee registered shares has the right to participate in the EGM based on the shares that would entitle him/her to be registered on December 4, 2017 in the shareholders' register maintained by Euroclear Finland Ltd. The right to participate in the EGM also requires that the shareholder has on the basis of such shares been temporarily registered into the shareholders' register held by Euroclear Finland Ltd at the latest by December 6, 2017 at 10:00 am (Finnish time). As regards nominee-registered shares, this constitutes due registration for the meeting.

 

A holder of nominee registered shares is advised to request without delay the necessary instructions regarding registration in the temporary shareholder's register of the Company, the issuing of proxy documents and registration for the EGM from his/her custodian bank. The account operator of the custodian bank has to temporarily register a holder of nominee registered shares who wants to participate in the EGM into the temporary shareholders' register of the Company at the latest by the time stated above.

 

3.        Proxy representatives and powers of attorney

A shareholder may participate in the EGM and exercise his/her rights at the meeting by way of proxy representation. A proxy representative must produce a dated proxy document or power of attorney or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the meeting. When a shareholder participates in the EGM by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder must be identified in connection with registration for the meeting. Any proxy documents and powers of attorney are requested to be delivered by post to the address FIT Biotech Oy/Elisa Piispanen, Biokatu 12, 33520 Tampere, Finland or by e-mail to the address elisa.piispanen@fitbiotech.com no later than on December 6, 2017 at 10:00 am (Finnish time).

 

4.      Other instructions and information

Pursuant to Chapter 5, section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.

 

As at the date of the notice convening the EGM November 23, 2017, FIT Biotech Oy has a total of 144,956,112 shares, which each carry one vote regardless of share class. The shares are divided into classes as follows: 5,229 A shares, 65,235 D shares and 144,885,648 K shares.

 

Helsinki, November 23, 2017

 

FIT Biotech Oy

Board of Directors





This announcement is distributed by Nasdaq Corporate Solutions (One Liberty Plaza, 165 Broadway, New York, NY 10006. Tel: +1 212 401 8700. www.nasdaqomx.com) on behalf of Nasdaq Corporate Solutions clients. Source: FIT Biotech Oy, Biokatu 8, Tampere FI-33520, Finland
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