Canberra, Australia, 27th May 2025
GPN Vaccines Ltd is pleased to announce the Company’s shareholders have voted unanimously in favour of a resolution to re-domicile to the United States of America at a Scheme of Arrangement Meeting held today at CBRIN, 1 Moore Street, Canberra in the Australian Capital Territory. Shareholders approved the Scheme Resolution that the shares in GPN Vaccines Ltd ACN 621 789 008 (GPN AUS) are exchanged for shares in GPN Vaccines Inc (a newly formed company incorporated in the State of Delaware in the United States of America) (GPN USA), subject to approval of the Scheme by the Court, to implement the Scheme with any such alternations or conditions.
Results of the Meeting
| Resolution at Today’s Meeting | ||
|---|---|---|
| Short Description | Result | Voting Method |
| Re-domicile to the USA | Carried | Poll 1 |
| Decided by Poll | ||||
|---|---|---|---|---|
| Voted For | Voted Against | Abstained | ||
| Number | % | Number | % | Number |
| 3,624,686 90 Holders |
100.0 | 0 0 Holders |
0.0 | 0 0 Holders |
| Proxies Received | |||
|---|---|---|---|
| For | Against | Abstain | Open 2 |
| Number | Number | Number | Number |
| 2,862,821 | 0 | 0 | 569,452 |
1. Total number of shares on issue, 4,301,289
2. Open discretionary proxies nominating the Chairman as proxy, were cast in favour of the Resolution
Professor Tim Hirst, GPN Vaccines’ Chairman and CEO commented “I am gratified by the unanimous support of shareholders for our strategy to be able to attract a deeper of pool of capital and investment for later stage clinical trials in the US, by re-domiciling the Company to the United States. This is a truly exciting and transformative moment in the growth of the Company”.
The next step of the process requires a second Court hearing, and under instructions from the Court, the following Notice is hereby provided to shareholders.
Notice of hearing to approve Scheme of Arrangement
All the members of GPN Vaccines Ltd (ACN 621 789 008) (GPN AUS) should TAKE NOTICE that at 9:30am on 16 June 2025, the Federal Court of Australia (Victorian Registry) at Owen Dixon Commonwealth Law Courts Building, 305 William Street, Melbourne, Victoria, will hear an application by GPN AUS seeking the approval of a scheme of arrangement between GPN AUS and its members (Scheme) agreed to by the members of GPN AUS at a meeting held on 27 May 2025.
If you wish to oppose the approval of the Scheme, you must file and serve on GPN AUS a notice of appearance, in the prescribed form, together with any affidavit upon which you intend to rely at the hearing. The notice of appearance and affidavit must be served on GPN AUS at its address for service at least 1 day before the date fixed for the hearing of the application.
The address for service of GPN AUS is c/o Moray & Agnew Lawyers, Level 8, 333 Collins Street, Melbourne, Victoria 3000 (Attention: Phillip Grundy, email pgrundy@moray.com.au).
For more information about GPN Vaccines and its mission, please visit gpnvaccines.com.
