FIT Biotech Oy
Company Release
August 25, 2016 at 20.05 pm 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 September 15, 2016 starting at 11:00 am (Finnish time) at the offices of Castrén & Snellman Attorneys Ltd at Eteläesplanadi 14 (6th floor), 00130 Helsinki, Finland. The reception of persons who have registered for the meeting will begin at 10:30 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 to 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. Approval of the funding programme between FIT Biotech Oy and Bracknor Investment Group and authorising the board of directors to decide on the issuance of shares as well as on the granting of options and other special rights entitling to shares
In accordance with the company release published on August 25, 2016, FIT Biotech Oy's (hereinafter also "the Company") board of directors has on August 25, 2016 signed an agreement between the Company and Bracknor Investment Group (hereinafter "Bracknor") concerning a Convertible Notes with Warrants Funding Programme of up to EUR 12,480,000 (hereinafter the "Programme"). The agreement is conditional upon FIT Biotech Oy's general meeting approving the Programme and granting the board of directors requisite authorisations in order to implement the Programme.
Pursuant to the Programme, convertible notes may be drawn in 48 sequential tranches of EUR 250,000 (each, a "Tranche") during a period of 98 months. The Tranches will be converted into series K shares of the Company at the latest by the maturity date of each Tranche. Further pursuant to the Programme, Bracknor will receive with the drawing of each Tranche share warrants that entitle it to subscribe for a number of K shares in the Company corresponding to the nominal amount of the Tranche at a floating subscription price. Furthermore, Bracknor is entitled to a commitment fee of EUR 480,000. Bracknor will use the commitment fee for the subscription of a corresponding amount of convertible notes. The convertible notes related to the commitment fee do not entitle to the share warrants. Based on the convertible notes and the share warrants, the Company may issue either new K shares or K shares held by the Company.
The purpose of the Programme is to ensure the continuity of the Company's business and the sufficiency of its working capital. Thus, there are weighty financial reasons for the implementation of the Programme and for the issuance of special rights entitling to shares.
The proposals included in this item 6 form an entirety that requires the adoption of all its individual items by a single resolution. The board of directors proposes to the general meeting that the general meeting (i) approve the Programme and authorise the board of directors to take all measures required by the implementation of the Programme including the approval of the terms and conditions of the convertible notes and share warrants and (ii) authorise the board of directors to decide on the issuance of shares and the granting of options and special rights entitling to shares for the purposes of implementation of the Programme. The aggregate number a new K shares to be issued pursuant to the Programme is expected to amount to a maximum of 110,000,000 K shares. The final number of K shares required for the implementation of the Programme is determined, inter alia, based on the amount of convertible notes to be drawn, the share price development of FIT Biotech Oy's K share and possible adjustments during the validity of the Programme. If necessary, the board of directors will seek additional authorisations from the general meeting in order to implement the Programme.
Authorising the board of directors to decide on the granting of options and other special rights entitling to shares
The board of directors proposes that the general meeting authorise the board of directors to decide on the granting of options and other special rights entitling to shares as referred to in Chapter 10, section 1 of the Limited Liability Companies Act (624/2006, as amended) in one or more tranches for the purpose of implementing the Programme.
The number of new and/or shares held by the Company that may be issued on the basis of special rights entitling to shares can be no more than 110,000,000 series K shares, which corresponds to approximately 398% of the Company's current shares and votes. The board of directors is entitled to decide on all other terms and conditions for granting special rights entitling to shares, and the granting of such rights can be carried out as a directed issue in deviation from the shareholders' pre-emptive subscription right in accordance with the Companies Act. The board of directors is also authorised to amend the terms of the special rights entitling to shares after the issuance of such rights.
It is proposed that the authorisation be valid until further notice in order to be able to execute the Programme in its entirety. The authorisation will not revoke any prior authorisations granted to the board of directors.
Authorising the board of directors to decide on directed share issues to the Company itself
The board of directors proposes that the general meeting authorise the board of directors to decide, in deviation from the shareholders' pre-emptive subscription right, on directed share issues without payment to the Company itself for the purpose of the Company being able to transfer such treasury shares in order to implement the Programme. A maximum of 110,000,000 K shares may be issued based on the authorisation. The board of directors may decide on all other terms and conditions relating to the share issues.
It is proposed that the authorisation be valid until further notice in order to be able to execute the Programme in its entirety. The authorisation will not revoke any prior authorisations granted to the board of directors.
7. Authorising the board of directors to decide on the granting of options and other spe-cial rights entitling to shares
The board of directors proposes that the general meeting authorise the board of directors to decide on the granting of options and other special rights entitling to shares as referred to in Chapter 10, section 1 of the Limited Liability Companies Act (624/2006, as amended) in one or more tranches. The board of directors may use the authorisation for measures required to ensure the sufficiency of the Company's working capital and e.g. for implementing of a possible convertible notes with warrants funding programme between the Company and the Finnish Innovation Fund Sitra.
The number of new and/or shares held by the Company that may be issued on the basis of special rights entitling to shares can be no more than 2,000,000 series K shares, which corresponds to approximately 7% of the Company's current shares and votes. The board of directors is entitled to decide on all other terms and conditions for granting special rights entitling to shares, and the granting of such rights can be carried out as a directed issue in deviation from the shareholders' pre-emptive subscription right in accordance with the Companies Act. The board of directors is also authorised to amend the terms of the special rights entitling to shares after the issuance of such rights.
It is proposed that the authorisation be valid until further notice. The authorisation will not revoke any prior authorisations granted to the board of directors.
8. Closing the meeting
B. Documents of the General Meeting
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/. Other general meeting documents will be available on the above website no later than on September 8, 2016. The general meeting documents will also be available at the general meeting and copies of these documents will be delivered to shareholders upon request. The minutes of the general meeting will be available on the above website as of September 29, 2016, at the latest.
C. Instructions for the Participants in the General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on September 5, 2016, the record date of the meeting, in the Company's shareholders' register maintained by Euroclear Finland Ltd, has the right to participate in the extraordinary general meeting. 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 general meeting has to register for the meeting by e-mail to the address liisa.laitinen@fitbiotech.com or by post to the address FIT Biotech Oy/Liisa Laitinen, Biokatu 8, 33520 Tampere, Finland, no later than at 10:00 am (Finnish time) on September 12, 2016 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 the extraordinary general meeting 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 general meeting based on the shares that would entitle him/her to be registered on September 5, 2016 in the shareholders' register maintained by Euroclear Finland Ltd. The right to participate in the general meeting 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 September 12, 2016 at 10:00 am (Finnish time). As regards nominee-registered shares, this constitutes due registration for the general 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 general meeting 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 general meeting 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 general meeting 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 general meeting. When a shareholder participates in the general meeting by means of several proxy representatives repre-senting the shareholder with shares in different securities accounts, the shares by which each proxy repre-sentative represents the shareholder must be identified in connection with registration for the general meeting. Any proxy documents and powers of attorney are requested to be delivered by post to the address FIT Biotech Oy/Liisa Laitinen, Biokatu 8, 33520 Tampere, Finland or by e-mail to the address liisa.laitinen@fitbiotech.com no later than on September 12, 2016 at 10:00 am (Finnish time).
4. Other instructions and information
Pursuant to Chapter 5, section 25 of the Limited Liability 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 general meeting August 25, 2016, FIT Biotech Oy has a total of 27,670,281 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 27,599,817 K shares.
Helsinki, August 25, 2016
FIT Biotech Oy
Board of directors