CytoTools : postpones Annual General Meeting (132.6 KiB)

CORPORATE NEWS

CytoTools postpones Annual General Meeting

• Annual General Meeting scheduled for July 21 tomorrow cancelled due to legal uncertainty
• New invitation to the Annual General Meeting will be issued at short notice

Darmstadt, 20 July 2021 - The Management Board of CytoTools AG (ISIN DE000A0KFRJ1), a biotechnology holding company specializing in pharmaceutical and medical products, has cancelled the Annual General Meeting originally scheduled for July 21, 2021. A corresponding announcement will be made today in the German Federal Gazette.

In a non-appealable decision contested by the company, the Darmstadt Local Court allowed the application of a shareholder for an extension of the agenda. The registration period for the Annual General Meeting ended at the close of 14 July 2021. However, the additional agenda items were not published in the Federal Gazette until 16 July 2021. A large number of shareholders of CytoTools AG who did not register with regard to the agenda items published before the end of the registration period would therefore not be able to register for the Annual General Meeting and subsequently exercise their voting rights at the Annual General Meeting, in particular with regard to the motions for extensions, on the basis of the further agenda items not published until 16 July 2021. In the opinion of the Company, this would be a violation of elementary principles of stock corporation law. To protect the proper formation of the will of the Annual General Meeting and to avoid legal action which might otherwise be expected, the Management Board and Supervisory Board have therefore decided to cancel the Annual General Meeting.

No decision has yet been made on the Company's appeal against the decision of Darmstadt Local Court. Relevant to the decision of the Darmstadt Local Court was an alleged notification of voting rights by a group of investors in accordance with § 20 AktG, which the Company has not yet received, however, so that it was not possible for the Management Board to make a corresponding publication. In the absence of voting rights notifications pursuant to § 20 AktG, the shareholders obliged to notify cannot exercise their shareholder rights. According to the legal opinion of the Management Board, which has also been provisionally confirmed by the courts in other proceedings, voting rights were already wrongly exercised at the Annual General Meeting on 3 December 2021. In order to avoid a further violation of § 20 AktG in this respect, the Company is seeking final clarification of the facts.

The renewed invitation to the Annual General Meeting will be issued shortly. In this context, the Management Board and the Supervisory Board of CytoTools AG once again point out the importance of a high participation rate of the shareholders - especially also on the part of private shareholders of the Company. Only in the case of a high participation rate can it be avoided that individual shareholder groups dominate the resolutions of the Annual General Meeting despite comparatively low shareholdings and can influence the fate of the Company to their own advantage as well as to the disadvantage of the remaining shareholders.

CORPORATE NEWS

The Company and the Annual General Meeting service provider Link Market Services will be pleased to assist shareholders at any time with any questions they may have regarding participation in the upcoming Annual General Meeting.

Contact:

CytoTools AG

Ingo Middelmenne

Investor Relations

Mobile: +49-174-9091190

Email: middelmenne@cytotools.de

About CytoTools:

CytoTools AG is a German biotechnology holding company that translates results from basic cell biology research on cell growth and programmed cell death into novel therapies for causal disease treatment and cure. CytoTools' versatile product pipeline includes proprietary chemical compounds and biopharmaceuticals that have the potential to provide new treatment options in dermatology, cardiology, urology and oncology. CytoTools is structured as a technology holding and investment company and holds interests in its subsidiaries DermaTools Biotech GmbH (65%) and CytoPharma GmbH (50%).

Disclaimer

This release contains certain forward-looking statements. These reflect the views of CytoTools as of the date of this release. Actual results achieved by CytoTools may differ materially from the findings in the forward-looking statements. CytoTools is under no obligation to update any forward-looking statements.