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4basebio UK Societas - Result of AGM

·8-min read

30 June 2021

4basebio UK Societas

("4basebio" or the "Company")

Result of Annual General Meeting

4basebio UK Societas (AIM: 4BB), the specialist life sciences group focused on exploiting intellectual property in the field of gene therapies and vaccines, announces that all of the resolutions proposed at its Annual General Meeting held earlier today were duly passed. A poll was held on each of the resolutions.

The resolutions passed include a resolution to approve the conversion of the Company from a UK Societas into a public limited liability company registered in England and Wales (“PLC”). The Company will proceed with the requisite filings and update the market in due course.

The Company's issued share capital was 12,317,473 ordinary shares of €1 each and the full results of the poll (which will also be posted on the Company’s website) are detailed below:

Votes For

% of votes cast For

Votes Against

% of votes cast Against

Votes Total

% of shares voted

Votes withheld

Ordinary Resolutions

1. To receive the Accounts for the year ended 31 December 2020

1,965,444

100%

0

0.00%

1,965,444

15.96%

0

2. To re-appoint Crowe U.K. LLP as auditors

1,965,444

100%

0

0.00%

1,965,444

15.96%

0

3. To authorise the Directors to determine the remuneration of the auditors

1,965,444

100%

0

0.00%

1,965,444

15.96%

0

4. To re-elect Timothy Paul McCarthy as a Director

1,965,444

100%

0

0.00%

1,965,444

15.96%

0

5. To re-elect Heikki Lanckriet as a Director

1,965,444

100%

0

0.00%

1,965,444

15.96%

0

6. To re-elect David John Roth as a Director

1,965,444

100%

0

0.00%

1,965,444

15.96%

0

7. To re-elect Hansjörg Plaggemars as a Director

1,818,278

92.50%

147,166

7.49%

1,965,444

15.96%

0

8. To re-elect Pilar de la Huerta as a Director

1,965,444

100%

0

0.00%

1,965,444

15.96%

0

9. To re-elect Joseph Manuel Fernández as a Director

1,818,278

92.50%

147,166

7.49%

1,965,444

15.96%

0

10. To authorise the Directors to allot shares and to grant rights to subscribe for or to convert any security into shares pursuant to section 551 of the Companies Act 2006 and to allot equity securities by way of rights issue

1,965,444

100%

0

0.00%

1,965,444

15.96%

0

Special Resolutions

11. To authorise the Directors to allot equity securities pursuant to section 570 of the Companies Act 2006 in connection with a rights issue and general disapplication

1,965,071

99.98%

373

0.02%

1,965,444

15.96%

0

12. To authorise the Directors to allot equity securities pursuant to section 570 of the Companies Act 2006 in connection with an acquisition or other capital investment

1,818,014

92.50%

147,430

7.50%

1,965,444

15.96%

0

13. To approve the registration of the Company as a public limited company and to adopt new articles of association with effect from the date of the registration.

1,965,444

100%

0

0.00%

1,965,444

15.96%

0

NOTES:

1. The above is a summary of resolutions passed; the full text of the resolutions can be found in the Notice of Meeting.

2. The 'For' vote includes those giving the Chairman discretion, if any.

3. A vote 'Withheld' is not a vote in law and has not been counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.

4. Resolutions 1 to 10 were passed as Ordinary Resolutions and resolutions 11 to 13 were passed as Special Resolutions.

Immediately prior to commencement of the Annual General Meeting (and therefore around 48 hours later than the published deadline for submitting proxy votes), a very large number of further proxy votes were received. It was determined that these votes, having been received after the deadline for receiving proxy votes, would not be considered at the Annual General Meeting.

However, given the magnitude of the additional votes received, the Company considers it appropriate to inform the market and to note that, had these votes been included in the poll, the results would have been as follows:

Votes For

% of votes cast For

Votes Against

% of votes cast Against

Votes Total

% of shares voted

Votes withheld

Ordinary Resolutions

1. To receive the Accounts for the year ended 31 December 2020

7,550,408

100%

0

0.00%

7,550,408

61.30%

0

2. To re-appoint Crowe U.K. LLP as auditors

7,550,408

100%

0

0.00%

7,550,408

61.30%

0

3. To authorise the Directors to determine the remuneration of the auditors

7,550,408

100%

0

0.00%

7,550,408

61.30%

0

4. To re-elect Timothy Paul McCarthy as a Director

7,550,408

100%

0

0.00%

7,550,408

61.30%

0

5. To re-elect Heikki Lanckriet as a Director

6,391,637

100%

0

0.00%

6,391,637

51.89%

1,158,771

6. To re-elect David John Roth as a Director

7,550,408

100%

0

0.00%

7,550,408

61.30%

0

7. To re-elect Hansjörg Plaggemars as a Director

7,403,242

98.05%

147,166

1.95%

7,550,408

61.30%

0

8. To re-elect Pilar de la Huerta as a Director

7,550,408

100%

0

0.00%

7,550,408

61.30%

0

9. To re-elect Joseph Manuel Fernández as a Director

7,403,242

98.05%

147,166

1.95%

7,550,408

61.30%

0

10. To authorise the Directors to allot shares and to grant rights to subscribe for or to convert any security into shares pursuant to section 551 of the Companies Act 2006 and to allot equity securities by way of rights issue

7,550,408

100%

0

0.00%

7,550,408

61.30%

0

Special Resolutions

11. To authorise the Directors to allot equity securities pursuant to section 570 of the Companies Act 2006 in connection with a rights issue and general disapplication

7,550,035

100%

373

0.00%

7,550,408

61.30%

0

12. To authorise the Directors to allot equity securities pursuant to section 570 of the Companies Act 2006 in connection with an acquisition or other capital investment

7,402,978

98.05%

147,430

1.95%

7,550,408

61.30%

0

13. To approve the registration of the Company as a public limited company and to adopt new articles of association with effect from the date of the registration.

7,550,408

100%

0

0.00%

7,550,408

61.30%

0

The Company will review the proxy submission process for future General Meetings, with a view to streamlining the process where possible.

The Company also wishes to again draw attention to the investor meeting being held tomorrow, 1 July 2021, through the Investor Meet Company platform at 10.00am. Investors can sign up to Investor Meet Company for free and register interest here: https://www.investormeetcompany.com/4basebio-uk-societas/register-investor

This announcement contains inside information for the purposes of the UK Market Abuse Regulation.

For further enquiries, please contact:

4basebio UK Societas

+44 (0)12 2396 7943

Heikki Lanckriet, CEO

+44 (0)20 7213 0880

Cairn Financial Advisers LLP (Nominated Adviser)

Jo Turner / Sandy Jamieson

finnCap Ltd (Broker)

Geoff Nash/Richard Chambers/Charlotte Sutcliffe

+44 (0)20 7220 0500

Walbrook PR

+44 (0)20 7933 8780

Anna Dunphy / Paul McManus

Mob: +44 (0)7876 441 001 / +44 (0)7980 541 893

Notes to Editors

4basebio (AIM: 4BB) is a specialist life sciences group focused on therapeutic DNA for gene therapies and DNA vaccines and providing solutions for effective and safe delivery of these DNA based products to patients. It is the intention of the Company to become a market leader in the manufacture and supply of high purity, synthetic DNA for research, therapeutic and pharmacological use. The immediate objectives of 4bb are to validate and scale its DNA synthesis and advance its collaborations to facilitate the functional validation of its DNA based products and gene delivery solutions.

The Company divested from 4basebio AG (“4bb AG”), a German company listed on the Prime Standard segment of the Frankfurt Stock Exchange, following the disposal by 4bb AG (then named Expedeon AG) of its proteomics and immunology business to AIM-quoted Abcam plc in January 2020 for €120million. Following the disposal, 4bb AG retained its genomics business which owned and licensed certain intellectual property including its proprietary, patent-protected technology, TruePrime™. This is the foundation for building the Company’s synthetic DNA manufacturing business which 4bb AG transferred to the Company along with funding to continue the Company’s development and investment.

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