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European Medical Solutions

Proxy Solicitation & Information Statement May 7, 2021

3942_rns_2021-05-07_deaaa3ae-cbac-4e0e-b128-a5af9855eb61.pdf

Proxy Solicitation & Information Statement

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The shareholder who wishes to be represented at the ordinary general meeting of the limited liability company ASIT BioTech, registered with the Crossroads Bank for Enterprises under number 0460.798.795 and with the Register of Legal Persons of Brussels (the « Company »), to be held on 10 June 2021 at 3 p.m. at Drève des Renards 6/3, 1180 Uccle, and whose agenda is set out below, must use this proxy form. Any other proxy form will not be accepted.

Any shareholder may be represented at the general meeting by a proxy holder. To do this (i) the shareholder must appoint this proxy holder using the proxy form established by the Company, which may be obtained on the Company's website (www.asitbiotech.com) or upon simple request to M. Frank HAZEVOETS at the Company's registered office or by e-mail to [email protected]; (ii) the shareholder is invited to follow the instructions on the said form and must comply with the registration and confirmation procedure described above in order to be validly represented at the meeting; (iii) the original of this signed paper form must reach the Company at the attention of M. Frank HAZEVOETS, 7 Rue des Chasseurs Ardennais at 4031 Liège (Angleur), at the latest on 4 June 2021 at 5 p.m. (Belgian time); this form may also be communicated to the Company within the same period by e-mail to [email protected], as long as the latter communication is signed by electronic signature in accordance with applicable Belgian law; (iv) any appointment of a proxy holder must comply with applicable Belgian law, in particular as regards conflicts of interest and in the keeping of a register.

The shareholder who wishes to be represented must also comply with the registration and confirmation formalities set out in the convening notice.

The designation of a proxy holder must comply with applicable Belgian legislation, in particular with regard to conflicts of interest and the keeping of a register.

The undersigned:

Name, Surname / Name and corporate form: __________
Address / Registered office: ___________
If a legal person:
Name, Surname of the legal representative(s):_________
Capacity of the legal representative(s): ________
Holder of _____ shares representing the share capital of the Company,

Declares that he/she/it wishes to be represented at the ordinary general meeting of the Company and declares, to this end, that he/she/it appoints as a special proxy holder, acting alone, with the possibility of substitution:

Name, Surname of the proxy holder : ______________________________ Address of the proxy holder : _____________________________________

to whom the undersigned grants all powers in the name and on behalf of the undersigned for the purpose of:

  • representing him/her/it at the ordinary general meeting of the Company that will be held on 10 June 2021 at 3.00 p.m. (CET), at Drève des Renards 6/3 at 1180 Uccle, with the agenda set out below, and to the one to be held subsequently with the same agenda if the first meeting were adjourned, could not validly deliberate or had not been duly convened,
  • accept or refuse to accept the duties of scrutineer or secretary of the meeting,
  • if necessary, waive the convening formalities and any other formalities relating to the aforementioned meeting,
  • take part in all deliberations and all votes on the items on the agenda as specified below (1 ),

1 In the absence of specifying the meaning in which the proxy holder must exercise your voting rights, you will be presumed to vote in favour of the proposed resolutions.

and those raised by incidents during the meeting, make any statements, declarations, requisitions or reservations during the meeting, and if necessary, adjourn the meeting,

  • for the above purposes, sign all minutes, registers, attendance lists and other documents, elect domicile and more generally do whatever is necessary or useful;

this proxy being granted definitively and irrevocably until 15 July 2021.

The agenda of the Company's ordinary general meeting is as follows:

1. Presentation of the annual report of the board of directors for the financial year ended on 31 December 2020 2. Approval of the remuneration report of the board of directors as included in the annual report Proposed resolution: The general meeting approves the remuneration report established by the board of directors, as explained by the nomination and remuneration committee and as included in the annual report related to the financial year ended on 31 December 2020. VOTE : For Against Abstention 3. Presentation of the report of the statutory auditors' committee on the Company's annual accounts (BGAAP) for the financial year ended on 31 December 2020 4. Approval of the Company's annual accounts (BGAAP) related to the financial year ended on 31 December 2020 Proposed resolution: The general meeting approves the annual accounts (BGAAP) of the Company related to the financial year ended on 31 December 2020, as presented, namely the balance sheet, the income statement and the appendices. VOTE : For Against Abstention 5. Allocation of the Company's results for the financial year ended on 31 December 2020 Proposed resolution: The general meeting decides, on the proposal of the board of directors, to allocate the results of the financial year ended on 31 December 2020 as follows: carrying forward of the loss to the next financial year; the account « Loss carried forward » is thus increased from € 59.996.013 to € 61.258.259. VOTE : For Against Abstention 6. Presentation of the report of the statutory auditors' committee on the IFRS annual accounts of the Company for the year ended on 31 December 2020 7. Presentation of the IFRS annual accounts of the Company for the year ended on 31 December 2020

8. Discharge to the directors for the exercise of their mandate during the financial year ended on 31 December 2020

Proposed resolution: The general meeting grants, by separate and individual vote for each of them, discharge to each of the Company's directors for the exercise of their respective mandate during the financial year ended on 31 December 2020.

Louis CHAMPION VOTE : For Against Abstention
Michel BAIJOT VOTE : For Against Abstention
RE FINANCE CONSULTING SA (CBE: VOTE : For Against Abstention
0661.841.787), whose permanent
representative is Yves DÉSIRONT
Everard VAN DER STRATEN VOTE : For Against Abstention
SOCIÉTÉ FÉDÉRALE DE VOTE : For Against Abstention
PARTICIPATIONS ET
D'INVESTISSEMENT (S.F.P.I.) (CBE :
0253.445.063), whose permanent
representative is François FONTAINE
NOSHAQ PARTNERS SCRL (CBE : VOTE : For Against Abstention
0426.624.509), whose permanent
representative is Philippe DEGEER
Harry WELTEN VOTE : For Against Abstention
Jean-Paul PRIEELS VOTE : For Against Abstention
François MEURGEY VOTE : For Against Abstention
SFH SRL (CBE : 0501.258.073), whose VOTE : For Against Abstention
permanent representative is Frank
HAZEVOETS

9. Discharge to the statutory auditors for the exercise of their mandate during the financial year ended on 31 December 2020

Proposed resolution: The general meeting grants, by separate and individual vote for each of them, discharge to each of the Company's statutory auditors for the exercise of their respective mandate during the financial year ended on 31 December 2020.

RSM REVISEURS D'ENTREPRISES –
BEDRIJFSREVISOREN SCRL (B00033 -
CBE : 0429.471.656), represented by M. Luis
LAPERAL
VOTE : For Against Abstention
MAZARS REVISEURS D'ENTREPRISES –
BEDRIJFSREVISOREN SCRL (B00021 –
CBE : 0428.837.889), represented by Xavier
VOTE : For Against Abstention
DOYEN

10. Reading of the special report of the Board of Directors prepared in accordance with Article 7:228 of the Companies and Associations Code.

11. Decision on the continuation of the Company's activities and possible measures to be adopted Proposed resolution: The general meeting decides unanimously, in particular in view of the abovementioned report, to continue the activities of the Company. The general meeting takes note of the measures set out by the management body in its report with a view to redressing the financial situation of the Company and, insofar as necessary, unanimously approves them.

VOTE : For Against Abstention

12. Decision not to renew the mandate of Mazars as statutory auditor of the Company

Proposed resolution: The general meeting decides unanimously not to renew the mandate of Mazars as statutory auditor of the Company.

VOTE : For Against Abstention

Proposed resolution: As a result, the remuneration of RSM is increased to EUR 20,000 excluding VAT per year.

VOTE : For Against Abstention

13. Powers to be granted for the purpose of implementing the foregoing resolutions

Proposed resolution: The general meeting decides to grant full powers to the managing director and to Me Patrick della FAILLE, each acting alone with the option of substitution, as proxy holder for the purpose of implementing the abovementioned resolutions, and in particular to proceed with the publications in the Annexes to the Belgian Official Gazette and to make any modification of the Company's data at the Crossroads Bank for Enterprises.

VOTE : For Against Abstention

If, pursuant to article 7:130 of the Companies and Associations Code, new items are added to the agenda and/or new resolutions' proposals are presented, and the undersigned shareholder did not give any new instructions concerning this new agenda, the proxy holder will abstain from voting on these new items on the agenda or on the new decisions' proposals.

Signed at , on 2021

Signature :

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