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European Medical Solutions

Pre-Annual General Meeting Information May 7, 2021

3942_rns_2021-05-07_45622eab-ce4f-46cf-a439-bcc5cc94c130.pdf

Pre-Annual General Meeting Information

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ASIT BioTech Limited liability company 7 Rue des Chasseurs Ardennais, 4031 Liège (Angleur) VAT BE : 0460.798.795 - RLP Liège (the « Company »)

INFORMATIONS CONCERNING THE RIGHTS OF SHAREHOLDERS PURSUANT TO ARTICLES 533TER AND 7:139 OF THE COMPANIES AND ASSOCIATIONS CODE ON THE OCCASION OF THE ORDINARY GENERAL MEETING TO BE HELD ON 10 JUNE 2019 AT 3 P.M. AT THE REGISTERED OFFICE

1. RIGHT OF THE SHAREHOLDERS TO INCLUDE ITEMS ON THE AGENDA AND TO SUBMIT DECISIONS' PROPOSALS

Pursuant to 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 (i) request the inclusion of items on the agenda to be addressed at the ordinary general meeting, and (ii) submit decisions' proposals concerning items to be addressed included or to be included on the agenda of the ordinary general meeting.

The shareholder or the shareholders exercising this right must, in order for their request to be considered at the general meeting, fulfil the following two cumulative conditions:

  • prove that they hold the required percentage set out above at the date of their request (either by a certificate recording the registration of the corresponding shares in the Company's register of registered shares, or by a certificate delivered by the certified account holder or settlement institution, certifying the registration in the accounts, in their name, of the number of corresponding dematerialized shares); and
  • still be (a) shareholder(s) with 3% of the Company's share capital at the Record Date (27 May 2019 at midnight, Belgian time).

The shareholders may then exercise this right by making their request at the Company in writing by providing the text of the subjects to be dealt with and the proposals for decision relating thereto, or the text of the proposals for decisions to be reflected in the agenda, by indicating the postal or electronic address to which the Company will send the confirmation of receipt of such request. This request must be received by the Company no later than 19 May 2019, either by email to [email protected], by fax to +32 2 264 03 99 or by letter at the attention of M. Frank HAZEVOETS, 7 Rue des Chasseurs Ardennais at 4031 Liège (Angleur). The Company will acknowledge receipt of the requests within 48 hours after receipt.

The Company will publish the agenda completed with the additional items to be covered and the related proposals for decisions relating thereto and/or proposals for decisions, which would have been made alone, no later than 26 May 2019 (on the website of the Company at the address www.asitbiotech.com, in the Belgian Official Gazette and in the press).

The proxy form filled out with the additional items to be discussed and the proposals for decisions that would have been placed on the agenda and/or the proposals for decisions, which would have been made alone, will be available on the Company's website at the following address: www.asitbiotech.com, at the same time as the publication of the completed agenda, namely 26 May 2019 at the latest.

However, the proxies that have been notified to the Company before the publication of the completed agenda remain valid for the subjects to be dealt with on the agenda that they cover. By way of an exception to the foregoing, for the subjects to be dealt with on the agenda which are the subject of new proposals for decisions filed in accordance with article 7:130 of the Companies and Associations Code, the proxy holder may, at the general meeting, depart from the instructions given by his proxy grantor, if carrying out these instructions could prejudice the interests of his proxy grantor. The proxy holder must inform his proxy grantor

of this. The proxy must indicate whether the proxy holder is entitled to vote on matters newly included on the agenda or whether he or she should abstain.

2. RIGHT OF SHAREHOLDERS TO ASK QUESTIONS

Pursuant to article 7:139 of the Companies and Associations Code, the shareholders have the right to ask questions to the Company's directors, at the meeting or in writing, about their report(s) or items placed on the agenda, who will reply to them insofar as the communication of data or facts is not likely to prejudice the Company's commercial interests or confidentiality commitments entered into by the Company or its directors. The shareholders also have the right to ask questions to the Company's statutory auditors, at the meeting or in writing, about their report(s), who will reply to them insofar as the communication of data or facts is not likely to prejudice the Company's commercial interests or confidentiality commitments entered into by the Company, its directors or the auditors. The directors and the statutory auditors can provide a global answer to several questions with the same subject.

Prior to the ordinary general meeting to be held on 10 June 2019, as from the publication of the convening notice, shareholders may put these questions in writing to the directors and statutory auditors, to whom they will be answered, as the case may be, by the directors or the auditors during the meeting.

To exercise this right, shareholders must have complied with the formalities for admission to the meeting, as specified in the convening notice for the general meeting.

These questions can be submitted to the Company by email to [email protected] or by letter at the attention of M. Frank HAZEVOETS, 7 Rue des Chasseurs Ardennais at 4031 Liège (Angleur). They must be received by the Company on 4 June 2019 at 5.00 p.m. (Belgian time) at the latest.

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