Result of AGM

RTW Venture Fund Limited

21 June 2023

 

LEI: 549300Q7EXQQH6KF7Z84

21 June 2023

RTW VENTURE FUND LIMITED

 (the "Company")

Results of the Annual General Meeting ("AGM")

The Company is pleased to announce that, at the fourth AGM held at 14.00 BST today, 21 June 2023, each of the Resolutions was duly passed without amendment.

The details of each resolution are as follows:

ORDINARY RESOLUTIONS

Resolution 1

IT WAS RESOLVED to receive and consider the Audited Financial Statements, the Directors' report, and the auditor's report for the financial year ended 31 December 2022.

For	111,002,846 votes
Against	0 votes
Withheld	18,361,456 votes

Resolution 2

IT WAS RESOLVED to approve the Directors' remuneration for the financial year ended 31 December 2022 as provided in the Directors' report.

For	110,999,214 votes
Against	3,632 votes
Withheld	18,361,456 votes

Resolution 3[1]

IT WAS RESOLVED to elect William Simpson as a Director of the Company.

For	323,388,353 votes
Against	0 votes
Withheld	18,365,088 votes

Resolution 41

IT WAS RESOLVED to elect Paul Le Page as a Director of the Company.

For	323,388,353 votes
Against	3,632 votes
Withheld	18,361,456 votes

Resolution 51

IT WAS RESOLVED to elect Bill Scott as a Director of the Company.

For	323,391,985 votes
Against	0 votes
Withheld	18,361,456 votes

Resolution 6

IT WAS RESOLVED to elect Stephanie Sirota as a Director of the Company.

For	111,002,846 votes
Against	0 votes
Withheld	18,361,456 votes

Resolution 7

IT WAS RESOLVED to re-appoint KPMG Channel Islands Limited and KPMG LLP as Auditors of the Company.

For	110,999,214 votes
Against	3,632 votes
Withheld	18,361,456 votes

Resolution 8

IT WAS RESOLVED to authorise the Board of Directors to determine the remuneration of the Auditors.

For	111,002,846 votes
Against	0 votes
Withheld	18,361,456 votes

As Special business

Resolution 9 IT WAS RESOLVED That the Company be and is hereby authorised, in accordance with section 315 of the Companies (Guernsey) Law, 2008, as amended (the "Companies Law"), subject to the Listing Rules made by the United Kingdom Financial Conduct Authority and all other applicable legislation and regulations, to make market acquisitions (within the meaning of section 316 of the Companies Law) of its own Ordinary Shares (as defined in the Company's Articles) which may be cancelled or held as treasury shares, provided that: i.      the maximum number of Ordinary Shares authorised to be purchased under this authority shall be 31,837,132 Ordinary Shares (being 14.99 per cent. of the Ordinary Shares in issue as at the Latest Practicable Date, excluding any treasury shares); ii.     the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is US$0.01; iii.    the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than an amount equal to the higher of (a) 5 per cent. above the average mid-market value of the Ordinary Shares on the regulated market where the repurchase is carried out for the five Business Days (as defined in the Company's Articles) prior to the day the purchase is made and (b) the higher of (i) the price of the last independent trade and (ii) the highest current independent bid price, in each case on the regulated market where the purchase is carried out; and such authority to expire on the date which is 15 months from the date of passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to be held in 2023 (unless previously renewed, revoked or varied by the Company by ordinary resolution), save that the Company may make a contract to acquire Ordinary Shares under this authority before its expiry which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of Ordinary Shares pursuant to such a contract.

For 111,002,846 votes Against 0 votes Withheld 18,361,456 votes

Resolution 10 IT WAS RESOLVED That the Company's name be changed from "RTW Venture Fund Limited" to "RTW Biotech Opportunities Ltd" with immediate effect. For 111,002,846 votes Against 0 votes Withheld 18,361,456 votes Application will be made to the Guernsey Registry to register the change of name. Such change will take effect upon receipt of the confirmation from the Guernsey Registry. A further announcement will be made at that time.

Responses to investors' questions will be posted on the Company's website after the AGM. ¹ The Company notes that the voting rights adjustments under Article 6 and Article 23 of the Company's Articles of Incorporation were used in respect of resolutions 3, 4, and 5, but this did not affect the outcome of the shareholder vote.

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.

A copy of the resolutions passed at the AGM has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For Further Information:

RTW Investments, LP	[phone]
Woody Stileman, Managing Director Krisha McCune, Director, Client Service
Buchanan	[phone]
Charles Ryland
Henry Wilson
George Beale
Numis	[phone]
Freddie Barnfield
Nathan Brown
Euan Brown
BofA Securities	[phone]
Edward Peel
Kieran Millar Cadarn Capital	[phone]
David Harris
Elysium Fund Management Limited	[phone]
Joanna Duquemin Nicolle, Chief Executive Officer
Sadie Morrison, Managing Director
Morgan Stanley Fund Services USA LLC	[phone]

 About RTW Venture Fund Limited:

RTW Venture Fund Limited (LSE: RTW & RTWG) is an investment fund focused on identifying transformative assets with high growth potential across the biopharmaceutical and medical technology sectors. Driven by a long-term approach to support innovative businesses, RTW Venture Fund invests in companies developing next-generation therapies and technologies that can significantly improve patients' lives.

RTW Venture Fund Limited is managed by RTW Investments, LP, a leading healthcare-focused entrepreneurial investment firm with deep scientific expertise and a strong track record of supporting companies developing life-changing therapies.

Visit the RTW website at www.rtwfunds.com for more information.

---

 

END