OptiRTP Shareholder Written Resolution – Plain Language Summary (Mirror Shares)
This article explains, in plain language, what the OptiRTP Limited 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
You are being asked whether OptiRTP can:
- implement the Mirror Share structure,
- issue Mirror Shares to OptiRTP shareholders,
- let each shareholder decide whether to take those shares personally,
- enter into an exclusive licence with the U.S. company, and
- adopt governance alignment between entities.
Number of resolutions
The Written Resolution contains:
- Resolution 1 – Authorise pass-through Mirror structure.
- Resolution 2 – Authorise Mirror Share issuance.
- Resolution 3 – Your personal election to receive Mirror Shares.
- Resolution 4 – Approve exclusive licence and dual-IP structure.
- Resolution 5 – Approve governance alignment measures.
Document this summary refers to
- Written Resolution of Shareholders of OptiRTP Limited (Company No. 8479226).
- Circulated under the Companies Act 1993 (New Zealand).
- Accompanied by the “OptiRTP → Resonote Mirror Shares – Shareholder Overview”.
Important: This is a plain-language guide only. The legal meanings and your rights are
set by the actual OptiRTP Shareholder Written 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 Written Resolution?
Short answer: The Board of OptiRTP Limited is asking shareholders to approve the Mirror Share plan and
related arrangements so that:
- Existing OptiRTP (and OBIL) shareholders gain a direct shareholding in Resonote BioTech™ Incorporated (Delaware, USA).
- The Mirror Shares can be issued at an early, defined valuation (US$10,000 before IP transfer).
- The structure complies with New Zealand company law and relevant U.S. requirements.
- The plan and supporting agreements are properly approved by shareholders, not just the Board.
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2. Overview of the five resolutions
Short answer: You are being asked to vote on five separate resolutions. The first three are about the Mirror Shares themselves.
The last two are about the licence and governance framework that sit around the structure.
- Resolution 1 – Authorise pass-through Mirror Share structure
Lets OptiRTP implement the pass-through Mirror structure so that Mirror Shares can be held directly by
individual shareholders (rather than only as a single corporate block). - Resolution 2 – Authorise Mirror Share issuance
Lets OptiRTP proceed with the actual issuance of Mirror Shares in Resonote BioTech™ Incorporated to OptiRTP shareholders on a pro-rata basis. - Resolution 3 – Personal election to receive Mirror Shares
Lets you personally say “yes” or “no” to receiving Mirror Shares in your own name. - Resolution 4 – Exclusive licence & dual-IP portfolio structure
Approves OptiRTP entering into an exclusive licence agreement and dual-stage IP structure with Resonote BioTech™ Incorporated. - Resolution 5 – Governance alignment
Approves governance alignment measures between OptiRTP and Resonote BioTech™ Incorporated (e.g., reserved matters, supermajority approvals, mirrored information rights).
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3. Resolution 1 – Authorise the pass-through Mirror Share structure
Formal question (in substance): Do you authorise OptiRTP Limited to implement a pass-through Mirror Share structure so that
Resonote BioTech™ Incorporated shares can be held directly by underlying shareholders (not just by OptiRTP as one block)?
What a YES vote means (plain language)
- OptiRTP is authorised to put the Mirror structure in place.
- Mirror Shares in Resonote BioTech™ Incorporated can be issued directly to individual OptiRTP shareholders.
- OBIL’s 84.10% holding in OptiRTP can be used as the basis for a pass-through allocation to OBIL shareholders (described in their own resolutions).
What a NO vote means (plain language)
- You do not approve the pass-through Mirror structure.
- If enough shareholders vote “no”, the Mirror plan may not proceed in this form.
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4. Resolution 2 – Authorise Mirror Share issuance
Formal question (in substance): Do you authorise OptiRTP Limited to proceed with the issuance of Mirror Shares in
Resonote BioTech™ Incorporated to OptiRTP shareholders on a pro-rata basis?
What a YES vote means (plain language)
- The mechanism described in the Mirror overview can be implemented.
- Your Mirror allocation from OptiRTP will be calculated as:
Resonote % (from OptiRTP) = 50% × (your OptiRTP %) - These shares form part of the 50% Mirror Pool of Resonote BioTech™ Incorporated.
What a NO vote means (plain language)
- You do not authorise OptiRTP to issue Mirror Shares in Resonote BioTech™ Incorporated to shareholders.
- If enough shareholders vote “no”, the plan to issue Mirror Shares may not proceed (even if the general structure in Resolution 1 is approved).
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5. Resolution 3 – Your personal election to receive Mirror Shares
Formal question (in substance): Do you personally wish to receive Mirror Shares in Resonote BioTech™ Incorporated (Delaware, USA) in your own name, calculated on a pro-rata basis
from your OptiRTP shareholding?
Important dependency
Resolution 3 only has effect if Resolution 1 and Resolution 2 both pass. If the overall structure and
Mirror issuance are not approved, there are no Mirror Shares for you to elect to receive.
If you vote YES
- You personally receive Mirror Shares in Resonote BioTech™ Incorporated.
- Your allocation is calculated as:
Mirror Shares % = 50% × (your OptiRTP %) You will then hold:
- your existing OptiRTP shares, and
- a new, direct shareholding in Resonote BioTech™ Incorporated.
If you vote NO
- You do not receive Mirror Shares in your own name.
- You still retain your OptiRTP shares and any indirect exposure through OptiRTP’s 30% corporate holding in Resonote BioTech™ Incorporated.
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6. Resolution 4 – Exclusive licence & dual-IP portfolio structure
Formal question (in substance): Do you approve OptiRTP entering into an Exclusive Licence Agreement with
Resonote BioTech™ Incorporated, under a dual-stage cross-licensing structure with tiered royalties?
What a YES vote means (plain language)
- OptiRTP can grant Resonote BioTech™ Incorporated the rights it needs to operate and commercialise the therapy.
- The intellectual property and know-how are managed under a dual-IP portfolio and cross-licence framework (New Zealand / U.S.).
- Royalties or other payments between the companies can be set and adjusted according to the agreed structure.
Why this matters
- It supports a clean story for regulators, clinicians, and future investors about who owns what and who can do what.
- It helps manage tax and transfer-pricing questions by putting a clear, Board- and shareholder-approved licence in place.
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7. Resolution 5 – Governance alignment measures
Formal question (in substance): Do you approve the governance alignment measures between OptiRTP Limited and
Resonote BioTech™ Incorporated, including reserved matters, supermajority approvals, and mirrored information rights
for shareholders?
What a YES vote means (plain language)
- Certain major decisions become “reserved matters” that require enhanced approvals (for example, creating new share classes, major financings, major IP changes).
- Key decisions affecting value across the group are intended to require aligned approvals in both OptiRTP and Resonote BioTech™ Incorporated.
- Shareholders can expect mirrored information rights across entities, subject to confidentiality and regulatory constraints.
Why this matters to you
- It reduces the risk that value is shifted between entities without proper oversight.
- It supports a stable, investable structure for larger future investors, while protecting early shareholders.
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8. Can I agree to some resolutions and not others?
Short answer: Yes, the Written Resolution allows you to indicate your vote on each resolution separately, but some of them
depend on others passing.
Key dependencies
- Resolution 3 (your personal election) only has effect if Resolutions 1 and 2 are approved.
- Resolutions 4 and 5 (licence and governance) are related but legally separate decisions.
Your signed voting form will record whether you vote FOR or AGAINST each resolution.
The overall outcome depends on the voting thresholds set out in the Written Resolution and the Companies Act 1993.
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9. What do I need to do next?
Short answer: Read the Written Resolution and overview pack carefully, decide how you want to vote on each item, and return your
signed voting form by the deadline shown in your copy of the resolution.
Step-by-step checklist
- Locate your documents – the Written Resolution, the Mirror Shares Shareholder Overview, and any cover letter.
- Read this summary alongside the actual resolution – use it to orient yourself, not as a substitute.
- Note any questions or concerns – highlight anything you are unsure about.
- Talk to your adviser(s) – accountant, tax adviser, or lawyer if you want professional guidance.
- Complete the voting form – tick or mark “FOR” or “AGAINST” beside each resolution (1–5).
- Sign and date the form where indicated (and include your shareholder details).
- Return the form – by email, post, or electronic signature platform, following the instructions and deadline in your copy of the resolution.
If you are unsure how to return your form, or if you did not receive all pages of the Written Resolution, please use
the contact details provided in the cover communication to request assistance or replacement documents.
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