Pre-Annual General Meeting Information • May 14, 2020
Pre-Annual General Meeting Information
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Listed Limited liability company Rue des Chasseurs Ardennais, 7 à B-4031 Angleur-VAT BE : 0460.798.795 – RLP Liège (the « Company »)
Pursuant to article 57:130 of the Company 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 extraordinary general meeting, and (ii) submit decisions' proposals concerning items to be addressed included or to be included on the agenda of the extraordinary 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:
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 24 May 2020, either by mail to [email protected], by fax to + 32 2 264 03 99 or by ordinary letter at the attention of M. Frank HAZEVOETS, 7 Rue des Chasseurs Ardennais at B-4031 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 31 May 2020 (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 31 May 2020 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.
Pursuant to article 7:139 of the Company and Associations Code, the shareholders, the holders of convertible bonds of registered subscription rights have the right to ask questionsto the Company's directors, at the meeting or in writing, about 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 or confidentiality commitments entered into by the Company or its directors.
The shareholders, the holders of convertible bonds of registered subscription rights also have the right to ask questions to the Company's statutory auditors, at the meeting or in writing, about items placed on the agenda who will reply to them insofar the communication of data or facts is not likely to prejudice the Company's commercial interests or confidentiality commitments entered into by the Company. The directors and the statutory auditors can provide a global answer to several questions with the same subject.
Prior to the extraordinary general meeting to be held on 15 June 2020, as from the publication of the convening notice, shareholders, the holders of convertible bonds of registered subscription rights 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], by fax to + 32 2 264 03 99 or by ordinary letter at M. Frank HAZEVOETS, 7 Rue des Chasseurs Ardennais at B-4031 Angleur They must be received by the Company on 10 June 2020 at 5.00 p.m. (Belgian time) at the latest. The responses to written questions will be published on the company's website.
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