1. What happens if I do nothing?

1.1 Company-level approval vs. your personal choice

• Company-level approval: OBIL and OptiRTP each need to reach their formal thresholds (for example, a percentage of votes in favour) for the Mirror plan to go ahead.
• Your personal choice: Depending on how the resolutions are drafted, you may need to actively consent to receive Mirror Shares in your own name.

1.2 Possible consequences of doing nothing

The formal resolutions will set this out precisely. At a high level, if you do nothing:

• The companies may still reach the approval thresholds and implement the Mirror plan overall.
• Your own entitlement to Mirror Shares may:
  • be held in reserve,
  • be issued but not fully documented until you complete certain steps, or
  • lapse if the resolution or offer sets a clear “response by” condition.

Always check the actual wording of the resolutions you receive. If the documents are unclear, you should ask for clarification and/or obtain advice before ignoring them.

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2. What if I do not want Mirror Shares or vote “no”?

2.1 Your rights if you vote “no”

• Your OptiRTP and OBIL share counts do not automatically change just because you vote “no”.
• Your “no” vote is counted towards the approval thresholds in the relevant shareholder resolutions.
• If enough other shareholders still vote “yes”, the Mirror plan may proceed despite some “no” votes.

2.2 Whether you receive Mirror Shares

• The resolutions and offer terms will specify whether:
  • all existing shareholders automatically receive Mirror Shares if the plan is approved, or
  • only those who actively consent or accept are issued Mirror Shares in their own name.
• If you are uncomfortable with receiving Mirror Shares, you should check whether there is:
  • a way to opt out of receiving them, or
  • a way to hold them via another entity or trust instead.

2.3 What a “no” vote does not do

• It does not, by itself, trigger a buy-back, forced sale, or cancellation of your existing OptiRTP or OBIL shares.
• It does not stop the companies from exploring U.S. strategies; it simply means you are not supporting this particular structure as drafted.

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3. Selling or transferring OptiRTP, OBIL or Mirror Shares

3.1 OptiRTP and OBIL share transfers

• Transfers of OptiRTP and OBIL shares are generally governed by:
  • the respective company constitutions, and
  • any existing shareholder agreements or side deeds.
• Common requirements may include:
  • Board approval of the transfer,
  • offering shares to existing shareholders first (pre-emptive rights), and
  • formal documentation of the transfer and new shareholder details.

3.2 Mirror Shares in Resonote BioTech™ Incorporated

• Mirror Shares are ordinary shares in a U.S. corporation, Resonote BioTech™ Incorporated.
• Transfers are governed by:
  • U.S. constitutional documents (charter, bylaws) and any Resonote shareholder agreement, and
  • applicable securities and regulatory rules.
• There may be additional restrictions, especially before any future listing or major funding round.

3.3 Practical reality

• Because these are private companies, there is no open market where you can freely trade shares at any time.
• Liquidity events (for example, new investors, buy-backs, or a future IPO) are typically structured and documented as specific transactions.
• Before attempting to sell or transfer any shares, you should:
  • check the relevant company constitution and agreements, and
  • obtain legal and tax advice on the consequences.

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4. Future funding rounds and dilution

4.1 How future rounds may affect your percentage

• If Resonote BioTech™ Incorporated issues new shares to new investors, existing percentage holdings may dilute (reduce as a percentage of the whole).
• The same is true if treasury shares are used for:
  • employee or adviser equity plans, or
  • strategic partners or early clinical collaborators.

4.2 Protections and expectations

• Future rounds may include pro-rata rights allowing certain shareholders to maintain their percentage by investing further.
• Major changes (for example, new classes of shares or major new rounds) are intended to be reserved matters requiring Board and shareholder approvals under the governance alignment framework.
• The Mirror structure itself does not guarantee that there will be no future dilution; it aims to ensure that any dilution happens in a transparent and governed way.

4.3 Where this is described in more detail

• Mirror Shares – Governance & Control Overview.
• Mirror Shares – Complete FAQ (sections on dilution and future funding).
• The formal legal documents for any future funding round, if and when they are proposed.

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5. Moving countries or changing tax residency

5.1 If you move from New Zealand to another country

• You may become tax resident in a new jurisdiction with different rules for:
  • foreign shareholdings,
  • capital gains or income from shares, and
  • reporting of overseas investments.
• You should obtain advice on how your OptiRTP, OBIL, and Resonote BioTech™ Incorporated holdings are treated under the new country’s rules.

5.2 If you become a U.S. person or U.S. tax resident

• Holding shares in a U.S. corporation (Resonote BioTech™ Incorporated) may interact with U.S.-specific tax rules.
• You should obtain advice from a U.S. tax adviser familiar with cross-border and early-stage company investments.

5.3 Keeping your details up to date

• Regardless of where you live, it is important that the companies have:
  • your current contact details, and
  • any information they reasonably need to comply with legal and reporting obligations.

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6. Practical admin questions (statements, contacts, updates)

6.1 Statements and confirmations

• After the Mirror issuance is implemented, you should receive:
  • a confirmation or statement of your shareholding in Resonote BioTech™ Incorporated, and
  • continued documentation for your OptiRTP and OBIL holdings as before.
• The format may be:
  • PDF or electronic statements, and/or
  • entries in a cap-table or registry platform.

6.2 Updating contact details

• There will be a contact point (email address or portal) for updating your:
  • postal address,
  • email address, and
  • other relevant contact details.
• You should keep your details current so that you continue to receive:
  • formal notices and resolutions,
  • shareholder updates, and
  • any regulatory disclosures required to be sent to you.

6.3 Who to contact with practical issues

• Shareholder communication will normally specify a designated contact (e.g., investor relations or company secretary).
• That contact can help with:
  • clarifying documents you have received,
  • confirming recorded holdings, and
  • directing more technical questions to the right professional adviser.

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7. Where to get more detail or help

This article is designed as a “first stop” for everyday questions. For more detail:

• Mirror Shares – Complete FAQ – full narrative explanation of the structure and rationale.
• Mirror Shares – Worked Examples (How Your Shares Are Calculated) – numerical examples of how your Mirror percentage is derived from OptiRTP and OBIL holdings.
• Mirror Shares – Governance & Control Overview – how major decisions are intended to be made and aligned.
• Mirror Shares – Tax & Legal Position (Plain Language Overview) – high-level tax and legal concepts to discuss with your advisers.

For decisions about voting, tax, or legal position, you should rely on the formal resolutions and agreements and your own professional advisers. This article is here to reduce friction, not to replace those sources.

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