AGM Information • May 14, 2021
AGM Information
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Limited Liability Company ("Naamloze vennootschap") Registered Office: Generaal de Wittelaan 11B, 2800 Mechelen, Belgium Company Number VAT BE 0505.640.808 RLP Antwerp, division Mechelen
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On 14 May 2021, the annual shareholders' meeting of Biocartis Group NV (the "Company") is held at the offices of the Company at Generaal de Wittelaan 11B, 2800 Mechelen, Belgium.
The shareholders' meeting is called to order at 2:00 p.m. CEST by the Chairman of the meeting, Mr. Herman Verrelst, CEO of the Company.
The Chairman notes that, in accordance with applicable law, Dutch is the applicable working language for the meeting.
In light of the COVID-19 pandemic, the Belgian government has imposed measures to deal with the pandemic, such as the limitations on the number of people attending gatherings and the obligation to guarantee a distance of 1.5 meters between each person. As a result, the Company had recommended its shareholders to make use, as much as possible, of the right to vote through voting by mail or by proxy to the chairman of the Board of Directors (or his assignee), and to not attend the shareholders' meeting in person. Moreover, the Company recommended the holders of securities of the Company to exercise their right to ask questions related to the items on the agenda of the shareholders' meeting in writing.
In accordance with the Company's articles of association, the Chairman of the meeting designates Mr. Tim Vandorpe as secretary and teller of the meeting.
The Chairman of the meeting and the secretary and teller together constitute the bureau of the annual shareholders' meeting.
The Chairman makes the following declarations with respect to the convening and composition of the meeting.
The meeting was convened with the following agenda and proposed resolutions:
Submission of, and discussion on: (a) the combined annual report of the Board of Directors on the statutory financial statements and the consolidated financial statements for the financial year ended on 31 December 2020, (b) the report of the statutory auditor on the statutory financial statements for the financial year ended on 31 December 2020, and (c) the report of the statutory auditor on the consolidated financial statements for the financial year ended on 31 December 2020.
Approval of the statutory financial statements for the financial year ended on 31 December 2020, and of the proposed allocation of the result.
Proposed resolution: The annual shareholders' meeting approves the statutory financial statements for the financial year ended on 31 December 2020, as well as the allocation of the result as proposed by the Board of Directors.
Submission of the consolidated financial statements for the financial year ended on 31 December 2020.
Proposed resolution: The annual shareholders' meeting grants discharge from liability to each of the directors (including each of the former directors) who was in office during the financial year ended on 31 December 2020, for the performance of his or her mandate during that financial year.
Proposed resolution: The annual shareholders' meeting grants discharge from liability to the statutory auditor for the performance of its mandate during the financial year ended on 31 December 2020.
Submission of, discussion on and approval of the remuneration policy prepared by the Remuneration and Nomination Committee, and approved by the Board of Directors.
Proposed resolution: The annual shareholders' meeting approves the remuneration policy.
Submission of, discussion on and approval of the remuneration report prepared by the Remuneration and Nomination Committee, and included in the annual report of the Board of Directors for the financial year ended on 31 December 2020.
Proposed resolution: The annual shareholders' meeting approves the remuneration report included in the annual report of the Board of Directors for the financial year ended on 31 December 2020.
Taking into account the recommendation of the Remuneration and Nomination Committee, the Board of Directors recommends that Herman Verrelst, Chief Executive Officer of the Company, be re-appointed as director of the Company for a term of four years. For further information regarding this proposed director, reference is made to the corporate governance statement included in the annual report of the Board of Directors for the financial year ended on 31 December 2020.
Proposed resolution: Herman Verrelst is re-appointed as director of the Company for a term of four years, up to and including the closing of the annual shareholders' meeting to be held in 2025 which will have decided upon the financial statements for the financial year ended on 31 December 2024. While Herman Verrelst's mandate as Chief Executive Officer shall be remunerated, his mandate as director shall not be remunerated.
On 11 May 2018, CRBA Management BV, permanently represented by Christian Reinaudo, was appointed as an independent director of the Company. With effect as of 26 January 2021, CRBA Management BV, permanently represented by Christian Reinaudo, resigned as director, but at its request Christian Reinaudo was appointed as independent director by the Board of Directors of the Company to replace CRBA Management BV, permanently represented by Christian Reinaudo, as independent director of the Company, up to and including the closing of the annual shareholders' meeting to be held in 2021. Taking into account the recommendation of the Remuneration and Nomination Committee, the Board of Directors recommends that Christian Reinaudo be appointed as independent director of the Company for a term of three years. For further information regarding this proposed director, reference is made to the corporate governance statement included in the annual report of the Board of Directors for the financial year ended on 31 December 2020.
Based on information made available by Christian Reinaudo, it appears that Christian Reinaudo satisfies the applicable requirements in order to be appointed as independent director in accordance with Article 7:87 of the Belgian Code of Companies and Associations and provision 3.5 of the Belgian Corporate Governance Code 2020.
Proposed resolution: Christian Reinaudo is appointed as independent director of the Company in accordance with Article 7:87 of the Belgian Code of Companies and Associations and provision 3.5 of the Belgian Corporate Governance Code 2020 for a term of three years, up to and including the closing of the annual shareholders' meeting to be held in 2024 which will have decided upon the financial statements for the financial year ended on 31 December 2023. The mandate of this director shall be remunerated as set out in relation to independent directors in the Company's remuneration policy and the remuneration report included in the annual report of the Board of Directors for the financial year ended on 31 December 2020 (subject to the resolution under agenda item 10 below).
Taking into account the recommendation of the Remuneration and Nomination Committee and the fact that all Board meetings are currently held remotely because of the COVID-19 pandemic (whereas normally the regular Board meetings are held in person), the Board of Directors recommends that a change is made to the remuneration of the directors as approved by the annual shareholders' meeting of 11 May 2018, namely that Board members will be entitled to an attendance fee of EUR 3,000 for the regular Board meetings (irrespective of whether such meetings are held physically or virtually), and to an attendance fee of EUR 1,500 for ad hoc Board meetings with a more limited agenda, while keeping the other elements of the remuneration of the directors as approved by the annual shareholders' meeting of 11 May 2018 unchanged.
Proposed resolution: The annual shareholders' meeting resolves to approve that Board members will be entitled to an attendance fee of EUR 3,000 for the regular Board meetings (irrespective of whether such meetings are held physically or virtually), and to an attendance fee of EUR 1,500 for ad hoc Board meetings with a more limited agenda, while keeping the other elements of the remuneration of the directors as approved by the annual shareholders' meeting of 11 May 2018 unchanged.
Proposed resolution: The annual shareholders' meeting resolves to approve the increase of the annual remuneration of the statutory auditor from EUR 137,000 (exclusive of expenses and VAT), as approved by the annual shareholders' meeting of 8 May 2020, to EUR 142,185 (exclusive of expenses and VAT) for the audit of the statutory annual accounts, the consolidated annual accounts and the interim reporting of the group for the financial year ended on 31 December 2020. This increase results from the fact that the scope of the audit activities performed by the statutory auditor was broadened as a result of the growing business of the group.
Proposed resolution: Upon recommendation of the Company's Audit committee, and in line with the Audit committee's preference, the shareholders' meeting resolves: (i) to re-appoint Deloitte Bedrijfsrevisoren CVBA, Gateway Building, Luchthaven Nationaal, 1J, 1930 Zaventem, Belgium, represented by Mr. Nico Houthaeve, as statutory auditor of the Company, for a period of three years up to and including the closing of the annual shareholders' meeting to be held in 2024 which will have decided upon the financial statements for the financial year ended on 31 December 2023, and (ii) to determine the annual remuneration of the statutory auditor at EUR 142,185 for the audit of the statutory and the consolidated accounts of the group. This amount is exclusive of expenses and VAT, and is subject to an annual indexation as from 2022.
The notices convening this annual shareholders' meeting, containing amongst others the agenda and the proposed resolutions and other information, provided for in the Belgian Code of Companies and Associations, have been published in:
Copies of the publications are submitted to the bureau and initialed by the members of the bureau. These will be kept in the files of the Company together with the minutes of this meeting.
The notices convening the annual shareholders' meeting have also been sent at least thirty (30) calendar days before the date of the meeting to the directors of the Company, the statutory auditor of the Company and the holders of securities of the Company, in accordance with applicable law. Proof of the convening notice is being submitted to the bureau and initialled by the bureau. The proof will be safeguarded in the Company's files together with the minutes of this meeting.
In addition, as from 13 April 2021, the following documentation has been made available to the public and the holders of securities issued by the Company on the Company's website (https://investors.biocartis.com/nl), as announced by way of press release dated 13 April 2021:
The proof will be kept in the files of the Company together with the minutes of this meeting. The Company has not received any requests, in accordance with the Belgian Code of Companies and Associations, from shareholders who alone or together with other shareholders hold at least 3% of the share capital to put additional items on the agenda of this annual shareholders' meeting and/or to table draft resolutions in relation to items that have been or were to be included in the agenda.
The registration date of the annual shareholders' meeting was Friday 30 April 2021, at midnight (12.00 a.m. CEST). In accordance with the applicable legislation, only persons owning securities issued by the Company on the aforementioned registration date shall be entitled to participate and, as the case may be, vote at the annual shareholders' meeting.
An attendance list has been prepared indicating (i) the identity of the shareholders who participate in the meeting, (ii) the domicile or registered office of such shareholders, (iii) if applicable, the identity of the proxy holders of such shareholders, and (iv) the number of shares with which such shareholders are participating in the voting. The attendance list also indicates the directors who are present at the meeting and whether or not the statutory auditor is present. The attendance list has been signed by the shareholders and the directors, or their proxy holders. There are no holders of subscription rights or convertible bonds who participate in the meeting in an advisory capacity.
In addition, a register has been prepared in which for each shareholder having notified its intention to participate to the shareholders' meeting the following information was included: (i) its name and address or registered office, (ii) the number of shares that it owned on the registration date, and (iii) a description of the documents which indicate that it owned the shares on the registration date.
A separate list has been prepared for the shareholders who have validly submitted their votes by mail in accordance with the Belgian Code of Companies and Associations and the articles of association of the Company, and as set out in the notice convening the annual shareholders' meeting.
The attendance list, the register and the list of the shareholders who have voted by mail are submitted to the bureau, and are subsequently closed, initialed and signed by the members of the bureau. The attendance list, the register, the list of shareholders who have validly voted by mail as well as the votes by mail that have been validly filed with the Company, will be kept in the files of the Company together with the minutes of this meeting.
All holders of securities issued by the Company who are represented at the meeting, included in the aforementioned lists, have complied with the formalities in order to participate in the annual shareholders' meeting in accordance with the Company's articles of association and the Belgian Code of Companies and Associations and as set out in the convening notice.
The certificates which have been filed with respect to dematerialized shares, the letters submitted with respect to registered shares (as the case may be), and the votes by mail and the proxies that have been submitted by the shareholders, will be kept in the files of the Company together with the minutes of this meeting.
The Company's share capital amounts to EUR 575,456.63, and is represented by 57,545,663 shares, without nominal value, each representing the same fraction of the Company's share capital. Based on the aforementioned attendance list and the verification of the admission to the annual shareholders' meeting, it appears that 19,169,075 shares in total or 33.3% of the outstanding and existing shares, are present or represented at the meeting.
According to the Belgian Code of Companies and Associations, there is no quorum requirement for the deliberation and voting on the respective items referred to in the aforementioned agenda of the annual shareholders' meeting.
Each of the proposed resolutions under the respective items included in the aforementioned agenda shall be passed if it is approved by a simple majority of the votes validly cast.
Each share is entitled to one vote.
Apart from the aforementioned members of the bureau, no other persons are present at the meeting.
The aforementioned statements by the Chairman are verified and approved by the meeting. Subsequently, the annual shareholders' meeting determines and confirms that it has been validly convened and is validly constituted, and that it is authorized to deliberate and vote on the items on the agenda of the meeting.
Upon proposal by the secretary, the meeting begins with the deliberation on the items on the agenda.
The secretary of the meeting submits to the meeting the following documentation that has been mentioned in the first items on the agenda of the meeting:
The secretary states that these documents have been made available to the directors, the statutory auditor and the holders of securities issued by the Company in accordance with the Company's articles of association and the Belgian Code of Companies and Associations. The secretary also states that these documents have been made available to the holders of securities issued by the Company and the public on the Company's website. The documents concerned will be kept in the files of the Company together with the minutes of this meeting.
The meeting takes note of the fact that this documentation has been submitted. The meeting releases the secretary from reading the documentation that has been submitted.
The holders of securities of the Company had the right to ask written questions related to items on the agenda of the general shareholders' meeting until the sixth day before the meeting. No written questions were received by any holders of securities of the Company.
Subsequently, upon proposal of the secretary, the meeting proceeds with the deliberation and voting with respect to the respective items on the agenda.
The items on the agenda are separately deliberated upon.
Submission of, and discussion on: (a) the combined annual report of the Board of Directors on the statutory financial statements and the consolidated financial statements for the financial year ended on 31 December 2020, (b) the report of the statutory auditor on the statutory financial statements for the financial year ended on 31 December 2020, and (c) the report of the statutory auditor on the consolidated financial statements for the financial year ended on 31 December 2020.
This agenda item requires no further resolution.
Approval of the statutory financial statements for the financial year ended on 31 December 2020, and of the proposed allocation of the result.
After deliberation, the following resolution is passed with a majority of 100%:
The annual shareholders' meeting approves the statutory financial statements for the financial year ended on 31 December 2020, as well as the allocation of the result as proposed by the Board of Directors.
This resolution is passed as follows:
| - | votes approving: | 19,154,371 |
|---|---|---|
| - | votes disapproving: | 0 |
| - | abstentions: | 14,704 |
19,169,075 valid votes have been registered for 57,545,663 shares, which represents 33.3% of the share capital.
Submission of the consolidated financial statements for the financial year ended on 31 December 2020.
This agenda item requires no further resolution.
Upon proposal of the Chairman, the meeting decides to vote collectively for all of the directors concerned with respect to this agenda item.
After deliberation, the following resolution is passed with a majority of 100%:
The annual shareholders' meeting grants discharge from liability to each of the directors (including each of the former directors) who was in office during the financial year ended on 31 December 2020, for the performance of his or her mandate during that financial year.
This resolution is passed as follows:
19,169,075 valid votes have been registered for 57,545,663 shares, which represents 33.3% of the share capital.
After deliberation, the following resolution is passed with a majority of 99.9%:
The annual shareholders' meeting grants discharge from liability to the statutory auditor for the performance of its mandate during the financial year ended on 31 December 2020.
This resolution is passed as follows:
votes approving: 19,138,338
votes disapproving: 16,033 - abstentions: 14,704
19,169,075 valid votes have been registered for 57,545,663 shares, which represents 33.3% of the share capital.
Submission of, discussion on and approval of the remuneration policy prepared by the Remuneration and Nomination Committee, and approved by the Board of Directors.
After deliberation, the following resolution is passed with a majority of 98.2%:
The annual shareholders' meeting approves the remuneration policy.
This resolution is passed as follows:
| - | votes approving: | 18,826,202 |
|---|---|---|
| - | votes disapproving: | 342,793 |
| - | abstentions: | 80 |
19,169,075 valid votes have been registered for 57,545,663 shares, which represents 33.3% of the share capital.
Submission of, discussion on and approval of the remuneration report prepared by the Remuneration and Nomination Committee, and included in the annual report of the Board of Directors for the financial year ended on 31 December 2019.
After deliberation, the following resolution is passed with a majority of 98.1%:
The annual shareholders' meeting approves the remuneration report included in the annual report of the Board of Directors for the financial year ended on 31 December 2020.
This resolution is passed as follows:
19,169,075 valid votes have been registered for 57,545,663 shares, which represents 33.3% of the share capital.
Taking into account the recommendation of the Remuneration and Nomination Committee, the Board of Directors recommends that Herman Verrelst, Chief Executive Officer of the Company, be re-appointed as director of the Company for a term of four years. For further information regarding this proposed director, reference is made to the corporate governance statement included in the annual report of the Board of Directors for the financial year ended on 31 December 2020.
After deliberation, the following resolution is passed with a majority of 99.9%:
Herman Verrelst is re-appointed as director of the Company for a term of four years, up to and including the closing of the annual shareholders' meeting to be held in 2025 which will have decided upon the financial statements for the financial year ended on 31 December 2024. While Herman Verrelst's mandate as Chief Executive Officer shall be remunerated, his mandate as director shall not be remunerated
This resolution is passed as follows:
| - | votes approving: | 19,152,962 |
|---|---|---|
| - | votes disapproving: | 16,033 |
| - | abstentions: | 80 |
19,169,075 valid votes have been registered for 57,545,663 shares, which represents 33.3% of the share capital.
On 11 May 2018, CRBA Management BV, permanently represented by Christian Reinaudo, was appointed as an independent director of the Company. With effect as of 26 January 2021, CRBA Management BV, permanently represented by Christian Reinaudo, resigned as director, but at its request Christian Reinaudo was appointed as independent director by the Board of Directors of the Company to replace CRBA Management BV, permanently represented by Christian Reinaudo, as independent director of the Company, up to and including the closing of the annual shareholders' meeting to be held in 2021. Taking into account the recommendation of the Remuneration and Nomination Committee, the Board of Directors recommends that Christian Reinaudo be appointed as independent director of the Company for a term of three years. For further information regarding this proposed director, reference is made to the corporate governance statement included in the annual report of the Board of Directors for the financial year ended on 31 December 2020.
Based on information made available by Christian Reinaudo, it appears that Christian Reinaudo satisfies the applicable requirements in order to be appointed as independent director in accordance with Article 7:87 of the Belgian Code of Companies and Associations and provision 3.5 of the Belgian Corporate Governance Code 2020.
After deliberation, the following resolution is passed with a majority of 92.1%:
Christian Reinaudo is appointed as independent director of the Company in accordance with Article 7:87 of the Belgian Code of Companies and Associations and provision 3.5 of the Belgian Corporate Governance Code 2020 for a term of three years, up to and including the closing of the annual shareholders' meeting to be held in 2024 which will have decided upon the financial statements for the financial year ended on 31 December 2023. The mandate of this director shall be remunerated as set out in relation to independent directors in the Company's remuneration policy and the remuneration report included in the annual report of the Board of Directors for the financial year ended on 31 December 2020 (subject to the resolution under agenda item 10 below).
This resolution is passed as follows:
| - | votes approving: | 17,648,585 |
|---|---|---|
| - | votes disapproving: | 1,520,410 |
| - | abstentions: | 80 |
19,169,075 valid votes have been registered for 57,545,663 shares, which represents 33.3% of the share capital.
Taking into account the fact that Herman Verrelst was re-appointed as director, and Christian Reinaudo was appointed as director, the Board of Directors of the Company at the closing of the shareholders' meeting shall be composed as follows:
Christian Reinaudo, appointed for a term up to and including the annual shareholders' meeting to be held in 2024
Herman Verrelst, appointed for a term up to and including the annual shareholders' meeting to be held in 2025
Taking into account the recommendation of the Remuneration and Nomination Committee and the fact that all Board meetings are currently held remotely because of the COVID-19 pandemic (whereas normally the regular Board meetings are held in person), the Board of Directors recommends that a change is made to the remuneration of the directors as approved by the annual shareholders' meeting of 11 May 2018, namely that Board members will be entitled to an attendance fee of EUR 3,000 for the regular Board meetings (irrespective of whether such meetings are held physically or virtually), and to an attendance fee of EUR 1,500 for ad hoc Board meetings with a more limited agenda, while keeping the other elements of the remuneration of the directors as approved by the annual shareholders' meeting of 11 May 2018 unchanged.
After deliberation, the following resolution is passed with a majority of 100%:
The annual shareholders' meeting resolves to approve that Board members will be entitled to an attendance fee of EUR 3,000 for the regular Board meetings (irrespective of whether such meetings are held physically or virtually), and to an attendance fee of EUR 1,500 for ad hoc Board meetings with a more limited agenda, while keeping the other elements of the remuneration of the directors as approved by the annual shareholders' meeting of 11 May 2018 unchanged.
This resolution is passed as follows:
19,169,075 valid votes have been registered for 57,545,663 shares, which represents 33.3% of the share capital.
After deliberation, the following resolution is passed with a majority of 100%:
The annual shareholders' meeting resolves to approve the increase of the annual remuneration of the statutory auditor from EUR 137,000 (exclusive of expenses and VAT), as approved by the annual shareholders' meeting of 8 May 2020, to EUR 142,185 (exclusive of expenses and VAT) for the audit of the statutory annual accounts, the consolidated annual accounts and the interim reporting of the group for the financial year ended on 31 December 2020. This increase results from the fact that the scope of the audit activities performed by the statutory auditor was broadened as a result of the growing business of the group.
This resolution is passed as follows:
19,169,075 valid votes have been registered for 57,545,663 shares, which represents 33.3% of the share capital.
After deliberation, the following resolution is passed with a majority of 100%:
Upon recommendation of the Company's Audit committee, and in line with the Audit committee's preference, the shareholders' meeting resolves: (i) to re-appoint Deloitte Bedrijfsrevisoren CVBA, Gateway Building, Luchthaven Nationaal, 1J, 1930 Zaventem, Belgium, represented by Mr. Nico Houthaeve, as statutory auditor of the Company, for a period of three years up to and including the closing of the annual shareholders' meeting to be held in 2024 which will have decided upon the financial statements for the financial year ended on 31 December 2023, and (ii) to determine the annual remuneration of the statutory auditor at EUR 142,185 for the audit of the statutory and the consolidated accounts of the group. This amount is exclusive of expenses and VAT, and is subject to an annual indexation as from 2022.
This resolution is passed as follows:
19,169,075 valid votes have been registered for 57,545,663 shares, which represents 33.3% of the share capital.
* * *
There being no further business and since no further items were raised, the meeting is adjourned by the Chairman at 3 p.m. CEST.
These minutes are signed in three original copies by the Chairman of the meeting and the other members of the bureau.
Signed by:
[signed
Mr. Herman Verrelst Chairman
] [signed] Mr. Tim Vandorpe Secretary
The documentation set out below has been submitted to the bureau of the annual shareholders' meeting, and has been initialed and/or signed by the members of the bureau (where applicable), and will be kept in the files of the Company together with a copy of the minutes of the meeting.
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