AGM Information • May 8, 2020
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 8 May 2020, 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.
The shareholders' meeting is called to order at 2:00 p.m. by the Chairman of the meeting, Mr. Christian Reinaudo, permanent representative of CRBA Management BV, Chairman of the Board of Directors 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 measures of the Belgian government in the fight against the spread of the corona virus and the COVID-19 pandemic, the Board of Directors of the Company has decided, in accordance with the Belgian Royal Decree no. 4 containing various provisions regarding co-ownership and the law on companies and associations in the framework of the fight against the COVID-19 pandemic, to hold the annual shareholders' meeting behind closed doors without physical presence of the holders of securities of the Company, their proxyholders or others who have the right to attend the shareholders' meeting. Hence, the shareholders of the Company could exercise their voting rights only by way of a vote by mail or by proxy to the Chairman of the Board of Directors. Moreover, holders of securities of the Company could only exercise their right to ask questions related to the items on the agenda of the general shareholders' meeting in writing. The modalities of the aforementioned ways to participate in the annual shareholders' meeting were set out in the convening notice and in the relevant forms to vote by mail or by proxy.
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.
In addition, the following director of the Company is present: Mr. Herman Verrelst.
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 2019, (b) the report of the statutory auditor on the statutory financial statements for the financial year ended on 31 December 2019, and (c) the report of the statutory auditor on the consolidated financial statements for the financial year ended on 31 December 2019.
Approval of the statutory financial statements for the financial year ended on 31 December 2019, 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 2019, 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 2019.
Proposed resolution: The annual shareholders' meeting grants discharge from liability to each of the directors who was in office during the financial year ended on 31 December 2019, 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 2019.
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.
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 2019.
Taking into account the recommendation of the Remuneration and Nomination Committee, the Board of Directors recommends that Ann-Christine Sundell and Luc Gijsens BV, represented by Luc Gijsens as permanent representative, be re-appointed as independent directors of the Company for a term of two years, and that Roald Borré be re-appointed as director of the Company for a term of two years. For further information regarding these proposed directors, 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 2019.
Based on information made available by respectively Ann-Christine Sundell and Luc Gijsens BV, permanently represented by Luc Gijsens, it appears that respectively Ann-Christine Sundell and each of Luc Gijsens BV and Luc Gijsens, satisfy the applicable requirements in order to be appointed as independent directors 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 resolutions:
Taking into account the recommendation of the Remuneration and Nomination Committee, the Board of Directors recommends that Christine Kuslich be appointed as independent director of the Company for a term of two years. For further information regarding this proposed director, reference is made to the explanatory note prepared by the Board of Directors.
Based on information made available by Christine Kuslich, it appears that Christine Kuslich 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: Christine Kuslich is appointed as independent director of the Company within the meaning of 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 two years, up to and including the closing of the annual shareholders' meeting to be held in 2022 which will have decided upon the financial statements for the financial year ended on 31 December 2021. The mandate of this director shall be remunerated as set out in relation to independent directors in the remuneration report included in the annual report of the Board of Directors for the financial year ended on 31 December 2019, provided that the attendance fee for this director shall be increased, as the case may be, with a fee for travel time of EUR 2,500 per meeting of the Board of Directors attended in person, in accordance with Biocartis' remuneration policy and practices.
Approval of the increase of the remuneration of the statutory auditor for its audit for the financial years ended 31 December 2019 and 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: The annual shareholders' meeting resolves to increase the annual remuneration of the statutory auditor from EUR 120,000 (exclusive of expenses and VAT), as approved by the annual shareholders' meeting of 11 May 2018, to EUR 137,000 (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 years ended 31 December 2019 and 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.
Acknowledgement of the change from Mr. Gert Vanhees to Mr. Nico Houthaeve as the permanent representative of Deloitte Bedrijfsrevisoren CVBA, Gateway Building, Luchthaven Nationaal, 1J, 1930
Zaventem, Belgium, statutory auditor of the Company. This change will enter into effect immediately for the remaining duration of the current mandate of the statutory auditor.
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 7 April 2020, the following documentation has been made available to the public and the holders of securities issued by the Company on the Company's website (www.biocartis.com), as announced by way of press release dated 7 April 2020:
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, 24 April 2020, at midnight (12.00 a.m., Central European Summer Time). 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 proxyholders 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.
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 563,820.88, and is represented by 56,382,088 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 19,892,977 shares in total or 35.28% 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 and the director who is present, 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 fourth day before the meeting. The written questions were answered in writing and these answers were published on the website of the Company, in accordance with applicable law. These written questions and answers will be kept in the files of the Company together with the minutes of this meeting.
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 2019, (b) the report of the statutory auditor on the statutory financial statements for the financial year ended on 31 December 2019, and (c) the report of the statutory auditor on the consolidated financial statements for the financial year ended on 31 December 2019.
This agenda item requires no further resolution.
Approval of the statutory financial statements for the financial year ended on 31 December 2019, 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 2019, as well as the allocation of the result as proposed by the Board of Directors.
This resolution is passed as follows:
| - | votes approving: | 19,892,285 |
|---|---|---|
| - | votes disapproving: | 0 |
| - | abstentions: | 692 |
19,892,977 valid votes have been registered for 56,382,088 shares, which represents 35.28% of the share capital.
Submission of the consolidated financial statements for the financial year ended on 31 December 2019.
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 94.68%:
The annual shareholders' meeting grants discharge from liability to each of the directors who was in office during the financial year ended on 31 December 2019, for the performance of his or her mandate during that financial year.
This resolution is passed as follows:
| - | votes approving: | 18,833,830 |
|---|---|---|
| - | votes disapproving: | 1,058,455 |
| - | abstentions: | 692 |
19,892,977 valid votes have been registered for 56,382,088 shares, which represents 35.28% of the share capital.
After deliberation, the following resolution is passed with a majority of 99.99%:
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 2019.
This resolution is passed as follows:
19,892,977 valid votes have been registered for 56,382,088 shares, which represents 35.28% 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 92.29%:
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 2019.
This resolution is passed as follows:
| - | votes approving: | 18,358,970 |
|---|---|---|
| - | votes disapproving: | 1,534,007 |
| - | abstentions: | 0 |
19,892,977 valid votes have been registered for 56,382,088 shares, which represents 35.28% of the share capital.
Taking into account the recommendation of the Remuneration and Nomination Committee, the Board of Directors recommends that Ann-Christine Sundell and Luc Gijsens BV, represented by Luc Gijsens as permanent representative, be re-appointed as independent directors of the Company for a term of two years, and that Roald Borré be re-appointed as director of the Company for a term of two years. For further information regarding these proposed directors, 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 2019.
Based on information made available by respectively Ann-Christine Sundell and Luc Gijsens BV, permanently represented by Luc Gijsens, it appears that respectively Ann-Christine Sundell and each of Luc Gijsens BV and Luc Gijsens, satisfy the applicable requirements in order to be appointed as independent directors 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.
(i) After deliberation, the following resolution is passed with a majority of 99.77%:
Ann-Christine Sundell is re-appointed as independent director of the Company within the meaning of 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 two years, up to and including the closing of the annual shareholders' meeting to be held in 2022 which will have decided upon the financial statements for the financial year ended on 31 December 2021.
This resolution is passed as follows:
19,892,977 valid votes have been registered for 56,382,088 shares, which represents 35.28% of the share capital.
(ii) After deliberation, the following resolution is passed with a majority of 99.53%:
Luc Gijsens BV, a private company with limited liability under Belgian law, represented by Luc Gijsens as permanent representative, is re-appointed as independent director of the Company within the meaning of 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 two years, up to and including the closing of the annual shareholders' meeting to be held in 2022 which will have decided upon the financial statements for the financial year ended on 31 December 2021.
This resolution is passed as follows:
19,892,977 valid votes have been registered for 56,382,088 shares, which represents 35.28% of the share capital.
(iii) After deliberation, the following resolution is passed with a majority of 91.26%:
Roald Borré is re-appointed as director of the Company for a term of two years, up to and including the closing of the annual shareholders' meeting to be held in 2022 which will have decided upon the financial statements for the financial year ended on 31 December 2021.
This resolution is passed as follows:
19,892,977 valid votes have been registered for 56,382,088 shares, which represents 35.28% of the share capital.
Taking into account the recommendation of the Remuneration and Nomination Committee, the Board of Directors recommends that Christine Kuslich be appointed as independent director of the Company for a term of two years. For further information regarding this proposed director, reference is made to the explanatory note prepared by the Board of Directors.
Based on information made available by Christine Kuslich, it appears that Christine Kuslich 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 100%:
Christine Kuslich is appointed as independent director of the Company within the meaning of 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 two years, up to and including the closing of the annual shareholders' meeting to be held in 2022 which will have decided upon the financial statements for the financial year ended on 31 December 2021. The mandate of this director shall be remunerated as set out in relation to independent directors in the remuneration report included in the annual report of the Board of Directors for the financial year ended on 31 December 2019, provided that the attendance fee for this director shall be increased, as the case may be, with a fee for travel time of EUR 2,500 per meeting of the Board of Directors attended in person, in accordance with Biocartis' remuneration policy and practices.
This resolution is passed as follows:
votes approving: 19,892,977
votes disapproving: 0
19,892,977 valid votes have been registered for 56,382,088 shares, which represents 35.28% of the share capital.
Taking into account the fact that (i) Ann-Christine Sundell, Luc Gijsens BV, permanently represented by Luc Gijsens, and Roald Borré were re-appointed as director, and (ii) Christine Kuslich was appointed as director, the Board of Directors of the Company at the closing of the shareholders' meeting shall be composed as follows:
Approval of the increase of the remuneration of the statutory auditor for its audit for the financial years ended 31 December 2019 and 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.
After deliberation, the following resolution is passed with a majority of 100%:
The annual shareholders' meeting resolves to increase the annual remuneration of the statutory auditor from EUR 120,000 (exclusive of expenses and VAT), as approved by the annual shareholders' meeting of 11 May 2018, to EUR 137,000 (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 years ended 31 December 2019 and 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:
19,892,977 valid votes have been registered for 56,382,088 shares, which represents 35.28% of the share capital.
Acknowledgement of the change from Mr. Gert Vanhees to Mr. Nico Houthaeve as the permanent representative of Deloitte Bedrijfsrevisoren CVBA, Gateway Building, Luchthaven Nationaal, 1J, 1930 Zaventem, Belgium, statutory auditor of the Company. This change will enter into effect immediately for the remaining duration of the current mandate of the statutory auditor.
This agenda item requires no further resolution.
* * *
There being no further business and since no further items were raised, the meeting is adjourned by the Chairman at 2:45 p.m.
These minutes are signed in three original copies by the Chairman of the meeting and the other members of the bureau.
Signed by:
CRBA Management BV, represented by Mr. Christian Reinaudo Chairman
[signed] [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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