Result of AGM

RTW Biotech Opportunities Ltd

16 May 2024

 

LEI: 549300Q7EXQQH6KF7Z84

16 May 2024

RTW BIOTECH OPPORTUNITIES LTD

 (the "Company")

Results of the Annual General Meeting ("AGM")

The Company is pleased to announce that, at the fifth AGM held at 14.00 BST today, 16 May 2024, 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 2023.

For	155,157,923 votes
Against	6,187 votes
Withheld	2,000,475 votes

Resolution 2

IT WAS RESOLVED to approve the Directors' remuneration for the financial year ended 31 December 2023 as provided in the Directors' report.

For	155,070,793 votes
Against	75,328 votes
Withheld	2,018,464 votes

Resolution 31

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

For	539,838,649 votes
Against	13,270 votes
Withheld	1,999,179 votes

Resolution 41

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

For	539,837,024 votes
Against	14,895 votes
Withheld	1,999,179 votes

Resolution 51

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

For	539,837,024 votes
Against	14,895 votes
Withheld	1,999,179 votes

Resolution 6

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

For	153,047,444 votes
Against	2,117,962 votes
Withheld	1,999,179 votes

Resolution 7

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

For	155,134,937 votes
Against	29,173 votes
Withheld	2,000,475 votes

Resolution 8

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

For	155,151,289 votes
Against	13,729 votes
Withheld	1,999,567 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 57,844,388 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 2025 (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 157,097,103 votes Against 46,656 votes Withheld 20,826 votes

Resolution 10 IT WAS RESOLVED That the Company be and is hereby authorised, in accordance with the Company's Articles and the Companies Law, to redeem the 48,322,863 Ordinary Shares in the Company currently held by RTW Biotech Opportunities Operating Ltd, for nil consideration. For 157,029,750 votes Against 66,953 votes Withheld 67,882 votes

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.

For Further Information

RTW Investments, LP	[phone]
Woody Stileman, Managing Director Krisha McCune, Director, IR
[e-mail]
Buchanan Communications	[phone]
Charles Ryland
Henry Wilson
Numis	[phone]
Freddie Barnfield
Nathan Brown
Euan Brown
BofA Securities	[phone]
Edward Peel
Alex Penney
Cadarn Capital David Harris	[phone]

About Biotech Opportunities Ltd:

RTW Biotech Opportunities Ltd (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 Biotech Opportunities Ltd invests in companies developing next-generation therapies and technologies that can significantly improve patients' lives. RTW Biotech Opportunities Ltd 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 website at www.rtwfunds.com/rtw-biotech-opportunities-ltd for more information.

 

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