Reports and Releases
FIT Biotech Oy: Resolutions of the Annual General Meeting and the Board of FIT Biotech Oy on April 12, 2018
FIT Biotech Oy
Company release April 12, 2018 at 1:00 pm EET
Resolutions of the Annual General Meeting and the Board of FIT Biotech Oy on April 12, 2018
- Annual Accounts, Board of Directors and Auditors
The Annual General Meeting approved the annual accounts of the company and discharged the members of the Board of Directors and the CEO from liability for the financial period of 2017.
The Annual General Meeting confirmed that Chitra Bharucha, Anne-Maria Salonius, Eero Rautalahti and Rabbe Slätis be re-elected to the Board and that Jussi Pitkäkoski be elected as a new member for the term expiring at the end of the next Annual General Meeting following the election. The number of the Board of Directors is thus five.
The Annual General Meeting resolved that the members of the Board be paid the following remuneration for the term ending at the end of the 2018 Annual General Meeting:
- Chairperson of the Board EUR 3,000 per month.
- Other members of the Board (including deputy chairperson, if any) will be paid a monthly compensation of EUR 2,500 for any and all Board work.
- In addition, the Chairperson of the Board and other Board members will be paid for their reasonable travelling expenses to physical Board meetings.
The Annual General meeting resolved that audit firm PricewaterhouseCoopers Oy, which is currently the company's auditor, be re-elected as the auditor. PricewaterhouseCoopers Oy has stated that the responsible auditor is Janne Rajalahti, APA. Auditors' remuneration is paid in accordance with the auditors' reasonable invoice approved by the company.
- Use of the profit shown on the balance sheet
The Annual General meeting resolved that no dividends be distributed for the 2017 financial period and that the financial result of EUR -3,300,763.48 for the financial period be transferred to the profit/loss account.
- Board's assembly meeting
In its assembly meeting right after the Annual General Meeting, the Board of Directors elected Rabbe Slätis as the Chairperson.
The minutes of the Annual General Meeting will be available for viewing at the company's head office and the website on April 19, 2018 at the latest.
- Financing Arrangement between the Company and Sitra and related Board authorizations
The General meeting resolved the Board further to grant Sitra special rights as referred to in Chapter 10, section 1 of the Companies Act without regard to the pre-emptive rights of the shareholders, which special rights entitle Sitra to a total maximum number of 300,000,000 new or old K shares by way of converting the remaining loan notes of the Sitra Programme.
The Board is entitled to decide on all other terms and conditions for granting special rights and to amend such terms and conditions. This authorization is valid until further notice. As the matter relates to critical funding needs of the Company and its relationship with a crucial financing party, there are weighty financial grounds for the granting of these special rights and the expansion of the Board's authorization as described herein.
- Financing Arrangement between the Company and European High Growth Opportunities Securization Fund and related Board authorizations
The Annual General Meeting resolved the Board to grant special rights to Alpha Blue Oceans' ("ABO") fund, European High Growth Opportunities Fund ("EHGOSF"), entitling to a maximum of 4,000,000,000 new or old Class K shares under the convertible notes of the ABO Programme and 3,000,000,000 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 authorized also to issue or deliver a maximum of 4,000,000,000 new or old K shares based on the convertible loan notes of the ABO Programme and 3 000,000,000 old of new K shares based on the share warrants.
The Annual General Meeting also confirmed the use of treasury shares in the conversion of the loan notes in excess of the maximum amount of 250,000,000 K shares issuable under special rights as initially approved by the Extraordinary General Meeting of February 6, 2018. These treasury shares amounting to 35,000,000 K shares were delivered to EHGOSF on March 26, 2018 under the authorization granted by the EGM of December 14, 2017.
The terms and conditions of the convertible notes are detailed in the "Characteristics of the Notes" document presented in the AGM's Appendix 1; and the terms and conditions of the share subscription warrants are detailed in the "Characteristic of the Warrants" document similarly presented in the AGM's Appendix 2. 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, therefore there are weighty financial grounds for the granting of these special rights.
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 authorization is valid until further notice. The Board may need to apply for additional authorizations to implement the ABO Program.
- Authorizing the Board to issue new Class K Shares or grant Special Rights
The Annual General meeting authorized 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. 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 may use this authorization 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 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.
The Board is authorized to resolve upon any other detail of the share issue or distribution and/or options or other special rights. The Board is authorized to amend also the terms and conditions of any and all special rights so issued. Authorization is valid until further notice.
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