Aptose Biosciences (APTO) Proxy Filing summary

Executive summary

• A special meeting is scheduled for January 16, 2026, for shareholders to vote on a plan of arrangement involving the acquisition of all outstanding shares by HS North America Ltd., a subsidiary of Hanmi Pharmaceutical Co. Ltd., for C$2.41 per share in cash, excluding shares already owned by Hanmi or its affiliates.

• The transaction is structured as a statutory plan of arrangement under Alberta law, requiring a continuance from federal to Alberta jurisdiction as a condition precedent.

• The board, following a unanimous recommendation from an independent transaction committee and a fairness opinion from Locust Walk Securities, unanimously recommends voting in favor of both the continuance and the arrangement.

• The arrangement is subject to shareholder approval, court approval, and certain regulatory filings, with a required two-thirds majority and a separate majority of minority shareholders, excluding Hanmi and its affiliates.

Voting matters and shareholder proposals

• Shareholders will vote on two key proposals: (1) the continuance of the company from the Canada Business Corporations Act to the Alberta Business Corporations Act, and (2) approval of the arrangement for the acquisition.

• Approval requires at least 66 2/3% of votes cast for each resolution, with the arrangement also requiring a majority of minority approval under MI 61-101.

• Dissent rights are available to registered shareholders for both resolutions, with strict procedural requirements.

• Support and Voting Agreements have been signed by directors and officers holding 0.26% of shares, committing to vote in favor.

Board of directors and corporate governance

• An independent transaction committee was formed to evaluate the transaction, consisting of directors not affiliated with Hanmi.

• The board and transaction committee considered alternatives, including insolvency, and determined the arrangement is in the best interests of shareholders.

• The arrangement agreement includes customary covenants regarding the conduct of business, restrictions on soliciting other offers, and a right for Hanmi to match any superior proposal.