OBIL Shareholder Written Resolution – Plain Language Summary (Mirror Shares)
This article explains, in plain language, what the Optimum Bio Innovations Limited ("OBIL") Shareholder Written Resolution for the Mirror Share plan is asking you to approve, and what each resolution means in practice.
It does not replace the legal document itself.
In simple terms
As an OBIL shareholder, you are being asked whether OBIL may:
- formally support the Mirror Share equity structure,
- use OBIL’s 84.10% OptiRTP holding to vote for the Mirror plan,
- support the exclusive licence between OptiRTP and Resonote BioTech™ Incorporated, and
- support the governance alignment between these entities.
Number of resolutions
The OBIL Written Resolution contains four resolutions:
- Resolution 1 – Authorise the Mirror Share equity structure.
- Resolution 2 – Authorise OBIL to vote its 84.10% OptiRTP stake for the plan.
- Resolution 3 – Support the Exclusive Licence & dual-IP structure.
- Resolution 4 – Support governance alignment measures.
Documents this summary refers to
- Written Resolution of Shareholders of Optimum Bio Innovations Limited (Company No. 6283476).
- OBIL Board Resolution – Mirror Shares.
- “Resonote Mirror Shares – Shareholder Overview” information pack.
Important: This is a plain-language guide only.
The legal meanings and your rights are set by the actual OBIL Shareholder Written Resolution,
the OBIL Board Resolution, and related agreements.
If anything here seems different to the legal documents, the legal documents win.
Please seek your own tax and legal advice before signing.
1. Why did I receive this OBIL resolution?
Short answer: OBIL is the majority shareholder of OptiRTP Limited, holding 84.10% of OptiRTP’s issued shares.
Because of that, OptiRTP cannot move ahead with the Mirror Share plan unless OBIL,
through its own shareholders, authorises OBIL to support and vote for the plan.
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2. Overview of the four resolutions
Short answer: The OBIL Written Resolution asks you to vote on four separate but related matters.
- Resolution 1 – Authorisation of Mirror Share equity structure
OBIL shareholders approve OBIL supporting the Mirror equity plan for
Resonote BioTech™ Incorporated, using the 50% / 30% / 20% allocation. - Resolution 2 – Authorisation to vote OptiRTP shares
OBIL shareholders authorise OBIL to vote its 84.10% OptiRTP holding in favour of the Mirror plan and the related OptiRTP resolutions. - Resolution 3 – Exclusive Licence Agreement with dual-IP portfolio
OBIL shareholders support the Exclusive Licence and dual-IP structure between OptiRTP
and Resonote BioTech™ Incorporated. - Resolution 4 – Governance alignment
OBIL shareholders support governance alignment measures between OptiRTP and
Resonote BioTech™ Incorporated.
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3. Resolution 1 – Authorisation of Mirror Share equity structure
Formal question (in substance): Do you approve OBIL authorising OptiRTP to proceed with the Mirror Share equity structure for
Resonote BioTech™ Incorporated (Delaware, USA), consisting of:
- 50% of Resonote BioTech™ Incorporated equity issued pro-rata to OptiRTP shareholders as Mirror Shares,
- 30% held by OptiRTP Limited as a corporate block (in which OBIL has an 84.10% indirect interest), and
- 20% retained as treasury shares.
What a YES vote means (plain language)
- OBIL, as a company, formally supports the Mirror equity structure.
- OBIL’s Board is authorised to proceed with the plan described in the Mirror overview and Board resolution.
- This confirms that OBIL shareholders back the 50 / 30 / 20 starting allocation.
What a NO vote means (plain language)
- You do not approve OBIL supporting this Mirror equity structure.
- If enough OBIL shareholders vote “no”, OBIL may not be able to authorise OptiRTP to proceed on this basis.
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4. Resolution 2 – Authorisation to vote OBIL’s 84.10% OptiRTP shares
Formal question (in substance): Do you authorise OBIL, as holder of 84.10% of OptiRTP’s shares, to vote those shares in favour of the Mirror plan and the related OptiRTP resolutions?
The OptiRTP resolutions OBIL is being authorised to vote for include:
- the pass-through Mirror structure,
- the Mirror Share issuance by OptiRTP,
- the Exclusive Licence Agreement and dual-IP structure, and
- governance alignment measures.
What a YES vote means (plain language)
- OBIL may use its 84.10% OptiRTP holding to vote FOR the Mirror-related resolutions put to OptiRTP shareholders.
- This effectively gives OBIL’s Board the shareholder backing it needs to cast that large vote in support of the plan.
What a NO vote means (plain language)
- You do not authorise OBIL to vote its OptiRTP shares in favour of those resolutions.
- If enough OBIL shareholders vote “no”, OBIL may not be able to support the Mirror plan at the OptiRTP level.
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5. Resolution 3 – Support for Exclusive Licence & dual-IP portfolio
Formal question (in substance): Do you approve OBIL’s support for the Exclusive Licence Agreement with dual-IP portfolio structure between OptiRTP Limited and Resonote BioTech™ Incorporated (Delaware, USA)?
What a YES vote means (plain language)
- OBIL, as majority owner of OptiRTP, is authorised to support OptiRTP entering into the Exclusive Licence.
- The licence will grant Resonote BioTech™ Incorporated the rights it needs to operate and commercialise the technology, under a dual-stage, cross-licensing IP structure.
- This helps align IP ownership and economic flows with the Mirror equity plan.
What a NO vote means (plain language)
- You do not support OBIL backing the Exclusive Licence arrangement.
- If enough OBIL shareholders vote “no”, OBIL may not be able to support OptiRTP executing that licence in its proposed form.
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6. Resolution 4 – Support for governance alignment
Formal question (in substance): Do you approve OBIL’s support for governance alignment measures between OptiRTP Limited and Resonote BioTech™ Incorporated?
What “governance alignment” refers to
- Certain major decisions (for example, big new funding rounds, new share classes, major IP changes) are treated as reserved matters.
- These decisions require enhanced approvals (such as supermajority votes or cross-entity agreement).
- Shareholder information rights and oversight are aligned between OptiRTP and Resonote BioTech™ Incorporated, within confidentiality and regulatory limits.
What a YES vote means (plain language)
- OBIL supports putting this aligned governance framework in place.
- This is intended to protect OBIL and its shareholders against value being shifted between entities without proper oversight.
What a NO vote means (plain language)
- You do not support OBIL backing these governance alignment measures.
- If enough OBIL shareholders vote “no”, the governance alignment package may need to be reconsidered or may not proceed as proposed.
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7. What this does not do to your OBIL shares
The Written Resolution itself makes this explicit, but it is worth restating clearly in plain language.
- You are not selling, losing, or giving up your OBIL shares by voting on this resolution.
- Your number of OBIL shares stays the same.
- Your existing rights as an OBIL shareholder remain defined by OBIL’s constitution and any existing shareholder agreements.
- The Mirror plan adds new exposure to Resonote BioTech™ Incorporated (Delaware, USA) on top of your existing positions; it is not a replacement for them.
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8. What you need to do next
Short answer: Read the OBIL Written Resolution carefully, decide how you want to vote on each of the four resolutions, and return
your signed voting form by the deadline stated in your documents.
Step-by-step checklist
- Locate your OBIL paperwork – the OBIL Shareholder Written Resolution, OBIL Board Resolution (if provided), Mirror overview, and any cover letter.
- Read this summary alongside the actual resolution – use it as a guide, not as a substitute.
- Note any questions or concerns – highlight portions you are unsure about.
- Talk to your adviser(s) – your accountant, tax adviser, or lawyer can help you understand the implications for your situation.
- Complete the voting form or tick-box page – mark “FOR” or “AGAINST” for each of Resolutions 1–4.
- Sign and date the form and include your shareholder details as requested.
- Return the form – by email, post, or electronic signature platform, following the instructions and deadline in your copy of the resolution.
If you are missing pages, are unsure how to return your form, or need replacement documents, please use the contact
details in your shareholder communication to request assistance.
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