Pre-Annual General Meeting Information • May 7, 2021
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
The shareholders, bondholders, subscription right holders, directors and statutory auditors of the Company are invited to attend the ordinary general shareholders' meeting of the Company, whose share capital is currently represented by 21.892.592 voting shares, which will be held on 10 June 2021 at 3 p.m., Drève des Renards 6/3 at 1180 Uccle, in order to deliberate and decide on the following agenda :
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.
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.
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.
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.
Proposed resolution: The general meeting decides unanimously not to renew the mandate of Mazars as statutory auditor of the Company. As a result, the remuneration of RSM is increased to EUR 20,000 excluding VAT per year.
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.
Presence quorum: There is no presence quorum requirement for the deliberation and voting on the items set out in the aforementioned agenda.
In order to be able to attend the general meeting and exercise the voting rights, in accordance with article 7:134 § 2 of the Companies and Associations Code and article 31 of the Company's articles of association, shareholders must comply with the following conditions:
Only persons who are shareholders on the Record Date will be entitled to participate and vote at the general meeting.
Confirmation of participation: The shareholder must explicitly confirm to the Company his intention to participate at the general meeting by 4 June 2021 at the latest, by notifying by email to [email protected] or by letter at the attention of ASIT BioTech SA, M. Frank HAZEVOETS, 7 Rue des Chasseurs Ardennais at 4031 Liège (Angleur). For the dematerialized shares, the certificate(s) issued by the settlement institution or the certified account holder certifying the number of dematerialized shares registered in the shareholder's name in its accounts on the Record Date, for which the shareholder declares that he intends to participate at the meeting, and noting the registration and unavailability of these shares until the date of the general meeting, must be attached to this notification.
For the registered shares, the shareholders are accepted at the general meeting on the presentation of their certificate of registration in the register as long as they have been registered for at least five days at the meeting.
Participants are invited to arrive on 10 June 2021 as from 2.30 p.m. in order to allow the registration formalities to proceed efficiently.
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 full text of all documents concerning the general meeting that the law requires to be made available to the shareholders, directors and statutory auditors and the proposed resolutions will be available on the Company's website (www.asitbiotech.com) as from 11 May 2021. As from this same date, the shareholders, bondholders and holders of subscription rights may consult these documents on business days and during normal business hours at the Company's registered office, 7 Rue des Chasseurs Ardennais at 4031 Liège (Angleur), and/or, upon production of their title, obtain free copies of these documents. Requests for copies, free of charge, can also be sent to M. Frank HAZEVOETS by e-mail to [email protected] or by letter to 7 Rue des Chasseurs Ardennais at 4031 Liège (Angleur).
In accordance with article 7:130 of the Companies and Associations Code, one or more shareholders holding together at least 3% of the share capital of the Company may request the inclusion of items on the agenda to be addressed at the general meeting, and submit proposed resolutions concerning items to be addressed or included on the agenda. Items to be included on the agenda and/or proposed resolutions must be sent to the Company on 19 May 2021 at the latest by email to [email protected] or by letter at the attention of M. Frank HAZEVOETS, 7 Rue des Chasseurs Ardennais at 4031 Liège (Angleur). If applicable, the Company will publish a completed agenda no later than 26 May 2021. Further information in relation to the abovementioned rights and the modalities for exercising them are available on the Company's website (www.asitbiotech.com).
The shareholders have the right to ask questions in writing to the directors and/or the statutory auditors prior to the general meeting. These questions can be asked prior to the general meeting by email to [email protected] or by letter at M. Frank HAZEVOETS, 7 Rue des Chasseurs Ardennais at 4031 Liège (Angleur). They must be received by the Company on 4 June 2021 at 5.00 p.m. (Belgian time) at the latest. Further information in relation to the abovementioned right and the modalities for exercising it are available on the Company's website (www.asitbiotech.com).
The board of directors.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.