Result of AGM
21/06/2022 17:33
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RNS Number : 7007P RTW Venture Fund Limited 21 June 2022
LEI: 549300Q7EXQQH6KF7Z84
21 June 2022
RTW VENTURE FUND LIMITED
(the "Company")
Results of the Annual General Meeting ("AGM")
The Company is pleased to announce that, at the third AGM held at 14.00 BST
today, 21 June 2022, each of the Resolutions were 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 2021.
For 98,914,920 votes
Against 0 votes
Withheld 683,747 votes
Resolution 2
IT WAS RESOLVED to approve the Directors' remuneration for the financial year
ended 31 December 2021 as provided in the Directors' report.
For 98,849,112 votes
Against 29,808 votes
Withheld 719,747 votes
Resolution 3¹
IT WAS RESOLVED to elect William Simpson as a Director of the Company.
For 311,299,748 votes
Against 2,978 votes
Withheld 685,079 votes
Resolution 4¹
IT WAS RESOLVED to elect Paul Le Page as a Director of the Company.
For 311,301,247 votes
Against 2,811 votes
Withheld 683,747 votes
Resolution 5¹
IT WAS RESOLVED to elect Bill Scott as a Director of the Company.
For 311,301,247 votes
Against 2,811 votes
Withheld 683,747 votes
Resolution 6
IT WAS RESOLVED to elect Stephanie Sirota as a Director of the Company.
For 98,912,109 votes
Against 2,811 votes
Withheld 683,747 votes
Resolution 7
IT WAS RESOLVED to re-appoint KPMG Channel Islands Limited and KPMG
LLP as Auditors of the Company.
For 98,897,191 votes
Against 17,729 votes
Withheld 683,747 votes
Resolution 8
IT WAS RESOLVED to authorise the Board of Directors to determine the
remuneration of the Auditors.
For 98,910,777 votes
Against 4,143 votes
Withheld 683,747 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 98,416,773 votes
Against 496,815 votes
Withheld 685,747 votes
Resolution 10
IT WAS RESOLVED That the maximum annual amount of remuneration available to
be paid to all Directors under the Company's Articles, in aggregate, is
increased by US$200,000, from US$300,000 per annum to US$500,000 per annum (or
the applicable currency equivalent thereof).
For 93,890,539 votes
Against 5,024,381 votes
Withheld 683,747 votes
Responses to investor's 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.
Resolution 10
IT WAS RESOLVED That the maximum annual amount of remuneration available to
be paid to all Directors under the Company's Articles, in aggregate, is
increased by US$200,000, from US$300,000 per annum to US$500,000 per annum (or
the applicable currency equivalent thereof).
For 93,890,539 votes
Against 5,024,381 votes
Withheld 683,747 votes
Responses to investor's 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 +1 (646) 343 9280
Stephanie Sirota, Chief Business Officer
Woody Stileman, Managing Director, Strategic Partnerships
Elysium Fund Management Limited +44 (0) 14 8181 0100
Joanna Duquemin Nicolle, Chief Executive Officer
Sadie Morrison, Managing Director
J.P. Morgan Cazenove +44 (0)20 7742 4000
William Simmonds
Jérémie Birnbaum
James Bouverat (Sales)
BofA Securities +44 (0) 20 7628 1000
Edward Peel
Kieran Millar
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 Limited 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
(https://protect.mimecast-offshore.com/s/eY8OCgLEp4SlY4JEFN_vEF) for more
information.
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