Polyphor shareholders approve all resolutions for the planned merger with EnBiotix at the Extraordinary General Meeting

Polyphor AG / Key word(s): AGMEGM/AGMEGM

29-Oct-2021 / 07:15 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.

Allschwil, Switzerland, October 29, 2021

Polyphor shareholders approve all resolutions for the planned merger with EnBiotix at the Extraordinary General Meeting

Polyphor AG (SIX: POLN) today announced that its shareholders approved all proposals of the Board of Directors at the Extraordinary General Meeting on October 28, 2021, with a significant majority. Due to the current restrictions resulting from the Covid-19 pandemic, the meeting took place without physical attendance of shareholders. The independent proxy represented approximately 45 percent of the company's shares. In a separate vote, EnBiotix shareholders also approved the proposed merger with Polyphor, which remains subject to fulfillment of other customary closing conditions.

In order to implement the proposed merger with EnBiotix, Inc., expected in Q4 2021, the shareholders approved an ordinary capital increase. In addition, and conditional upon the merger closing, shareholders voted for a renewal and increase of the authorized share capital, an increase of the conditional share capital for bonds and similar debt instruments and the creation of an additional conditional capital for employee benefit plans.

Subject to the closing of the merger, Andreas Wallnöfer, Silvio Inderbitzin and Hugh O'Dowd have announced their intention to resign from the Board as of such closing. For such event, the shareholders elected Dennis Ausiello, Dan Hartman and Robert Clarke as new members of the Board of Directors and Jeffrey D. Wager as new member and Chairman of the Board of Directors, each for the term until the next Annual Shareholders' Meeting. In addition, and again subject to closing of the merger, the shareholders elected Kuno Sommer, Dan Hartmann and Robert Clarke as the members of the compensation committee, each for the term until the next Annual Shareholders' Meeting.

In addition, the shareholders approved the proposal of the Board of Directors to change the company's name to Spexis AG and to amend the corresponding changes to the articles of association, subject to the closing of the merger.

"On behalf of the Board of Directors and the management team, I would like to thank Polyphor's shareholders for their strong support at today's Extraordinary General Meeting," said Kuno Sommer, outgoing Chairman of the Board of Directors. "The approval of the shareholders was a decisive step towards implementing the planned merger with EnBiotix."

"I am very pleased with the trust and great support of Polyphor's shareholders and very much look forward to shaping the future of the company together with a great team," added newly elected Chairman of the Board, Jeffrey D. Wager. "The merged company has very good opportunities to establish a strong position in rare diseases and in certain areas of high unmet medical need in oncology. We continue to expect the merger to close in the fourth quarter of 2021."

EGM documents
The invitation with proposals and explanations on the agenda items is available on the Company's website at www.polyphor.com/investor-relations/corporate-governance.

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About Polyphor
Polyphor is a research-oriented Swiss biopharmaceutical company with a leading macrocyclic peptide technology platform. Polyphor is headquartered in Allschwil near Basel and is listed on the SIX Swiss Exchange (SIX: POLN). www.polyphor.com.

About EnBiotix
Enbiotix is a privately-held, rare disease company with an initial focus on chronic respiratory diseases. EnBiotix is headquartered in Boston, Massachussets, USA with its affiliate, EnBiotix, GmbH based in Leipzig, Germany. www.enbiotix.com.

Disclaimer
This press release contains forward-looking statements which are based on current assumptions and forecasts of the Polyphor management. Known and unknown risks, uncertainties, and other factors could lead to material differences between the forward-looking statements made here and the actual development, in particular Polyphor's results, financial situation, and performance. Readers are cautioned not to put undue reliance on forward-looking statements, which speak only of the date of this communication. Polyphor disclaims any intention or obligation to update and revise any forward-looking statements, whether as a result of new information, future events or otherwise.