1. Big picture – who is involved in governance?

1.1 The three key entities

• Resonote BioTech™ Incorporated (Delaware, USA) – U.S. operating and licensing company, holding the Mirror Pool, OptiRTP’s corporate block, and treasury shares.
• OptiRTP Limited (New Zealand) – New Zealand operating company and direct shareholder in Resonote BioTech™ Incorporated (30% corporate block), with responsibilities for the Mirror Share issuance and licence.
• OBIL – Optimum Bio Innovations Limited (New Zealand) – holds 84.10% of OptiRTP and authorises the pass-through structure for its shareholders.

1.2 How they interact

• OptiRTP designs and approves the Mirror Share structure, and enters into the exclusive licence and governance alignment arrangements.
• OBIL approves the same structure from the majority shareholder perspective, and authorises its 84.10% OptiRTP stake to be used to calculate Mirror Shares for OBIL shareholders.
• Resonote BioTech™ Incorporated is governed under rules that are aligned with OptiRTP (and supported by OBIL) so that major structural decisions require cross-entity agreement.

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2. Starting structure – who owns what at 50% / 30% / 20%?

2.1 50% – Mirror Pool (OptiRTP shareholders)

• 50% of Resonote BioTech™ Incorporated is allocated to the Mirror Pool.
• Each OptiRTP shareholder receives a pro-rata share of this pool:
  Resonote % (from OptiRTP) = 50% × your OptiRTP %
• This allocation is voluntary at the individual level: you can choose to accept your Mirror Shares under the OptiRTP Written Resolution.

2.2 30% – OptiRTP corporate block

• 30% of Resonote BioTech™ Incorporated is issued to OptiRTP Limited as a corporate block.
• This block is voted and controlled according to OptiRTP’s own governance (including OBIL’s majority position).
• OBIL shareholders therefore have indirect exposure to this 30% block via their holdings in OBIL and OBIL’s 84.10% in OptiRTP.

2.3 20% – Treasury (unissued)

• 20% of Resonote BioTech™ Incorporated is held as treasury shares.
• Treasury shares have no voting or dividend rights until formally issued under Board-approved plans (e.g., ESOP, strategic partners, or future rounds).
• Issuance of treasury shares is treated as a structural decision and falls under the governance alignment rules described below.

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3. OBIL shareholders – how control and exposure flow through

3.1 OBIL’s 84.10% holding in OptiRTP

• OBIL holds 84.10% of the issued shares in OptiRTP Limited.
• As the majority shareholder, OBIL must approve the Mirror structure before OptiRTP can implement it.
• OBIL’s Board Resolution authorises:
  • support for the Mirror Share equity structure,
  • support for the exclusive licence and dual-IP structure, and
  • a pass-through mechanism for OBIL shareholders.

3.2 Three ways OBIL shareholders gain exposure

1. Indirect exposure (all OBIL shareholders)
   Through OBIL’s 84.10% ownership of OptiRTP, OBIL shareholders indirectly participate in OptiRTP’s 30% corporate block in Resonote BioTech™ Incorporated.
2. Direct pass-through exposure (all OBIL shareholders)
   OBIL authorises a pass-through of its 84.10% OptiRTP holding so that each OBIL shareholder receives Mirror Shares directly in Resonote BioTech™ Incorporated, calculated as:
   Resonote % (via OBIL) = 50% × (your OBIL % × 84.10%)
3. Additional direct exposure (if you also hold OptiRTP personally)
   If you personally hold OptiRTP shares, you receive an extra allocation:
   Resonote % (personal OptiRTP) = 50% × your personal OptiRTP %

3.3 What does not change

• You are not selling, losing, or giving up any OBIL shares.
• Your OBIL and OptiRTP share counts remain exactly the same.
• The Mirror structure adds a new direct shareholding in Resonote BioTech™ Incorporated on top of your existing positions.

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4. Governance alignment between OptiRTP and Resonote BioTech™ Incorporated

4.1 Key elements of governance alignment

The governance alignment measures (as outlined in the Board and shareholder resolutions) include:

• Independent board committees for structural and conflict-sensitive decisions.
• Supermajority approval requirements for major changes (e.g., new equity classes, large financings, M&A, major debt).
• Reserved matters that must be approved in both OptiRTP and Resonote BioTech™ Incorporated, such as:
  • issuing new shares or options beyond agreed plans,
  • changing the 50 / 30 / 20 structure, or
  • changing or terminating key licence and IP agreements.
• Mirrored information rights so that legacy shareholders in OptiRTP and Resonote receive equivalent access to core information (subject to confidentiality and regulatory constraints).

4.2 Why governance alignment matters for shareholders

• It reduces the risk of value being shifted between entities without proper oversight.
• It supports a coherent story for regulators, clinicians, and future institutional investors.
• It helps ensure that safety, IP integrity, and evidence generation remain non-negotiable regardless of where revenue is recognised.

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5. Future changes – dilution, new rounds, and decision rights

5.1 What can change in future?

• New capital raises (e.g., Series A or later rounds) in Resonote BioTech™ Incorporated.
• Issuance of treasury shares for employees, advisers, or strategic partners.
• Changes to licence terms as the business evolves and new IP is developed.

5.2 How governance is intended to handle change

• Material structural changes are treated as reserved matters requiring supermajority approvals and alignment across entities.
• Shareholders may have pro-rata rights (where offered in future legal documents) to maintain their percentage in new rounds.
• Any change that could affect the 50 / 30 / 20 balance, or the economic position of legacy shareholders, is expected to be handled through formal Board and shareholder processes, not informal side arrangements.

5.3 What stays constant

• The principle that existing OptiRTP and OBIL shareholders should fairly participate in value created in the U.S. entity.
• The requirement that safety, regulatory stewardship, and IP integrity are not compromised by purely financial decisions.

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6. Where to find the formal governance documents

This article is intended as a reader-friendly summary. For formal details, the authoritative sources are:

• Mirror Shares – Shareholder Overview (Draft Pack) – narrative description of the structure, mechanics, and rationale.
• OBIL Board Resolution – Mirror Shares – formal Board approval of the Mirror plan, pass-through structure, licence, and governance alignment.
• OBIL Shareholder Written Resolution – OBIL shareholder approval to authorise the Mirror plan and OBIL’s support for OptiRTP’s resolutions.
• OptiRTP Shareholder Written Resolution – OptiRTP shareholder approval for:
  • the pass-through Mirror structure,
  • the Mirror Share issuance to OptiRTP shareholders,
  • the exclusive licence with dual-IP portfolio structure, and
  • governance alignment measures.
• Exclusive Licence and governance alignment agreements – legal documents implementing the IP and governance framework between OptiRTP and Resonote BioTech™ Incorporated.

For any decision about voting or personal tax/legal position, please rely on the formal documents and your own professional advisers. This article is designed to help you navigate the concepts, not to provide legal advice.

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