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European Medical Solutions

Proxy Solicitation & Information Statement Apr 23, 2020

3942_rns_2020-04-23_d0215956-cfe7-4986-8497-2e7a864b3f0a.pdf

Proxy Solicitation & Information Statement

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PROXY / REMOTE VOTING

The shareholder who wishes to vote remotely or to be represented at the extraordinary general meeting and at the extraordinary general meeting of deficiency of the listed 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 Liège (the « Company »), to be held on 26 May 2020 at 17 hour in the

offices of the public notary Tim CARNEWAL (Berquin), 11 Avenue Lloyd George at 1000 Brussels, and whose agenda is set out below, must use this form. Any other form will not be accepted.

No later than 22 May 2020 (CET), this signed form must reach the Company by post at the attention of M. Frank HAZEVOETS, 7 Rue des Chasseurs Ardennais at 4031 Angleur, by email to [email protected] or by fax to +32 2 264 03 99.

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

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 vote remotely or to be represented at the extraordinary general meeting and at the extraordinary general meeting of deficiency 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:

M. Frank HAZEVOETS, CFO

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 extraordinary general meeting and at the extraordinary general meeting of deficiency of the Company that will be held on 26 May 2020 at 17 p.m. (CET), in the offices of the public notary Tim CARNEWAL (Berquin) at 11 Avenue Lloyd George at 1000 Brussels, 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 ), 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 31 May 2020.

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

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.

1. Proposal to align the articles of association of the Company to the new Code without amending
the corporate purpose nor the rights attached to the shares
Proposed resolution: The general meeting resolves to amend the articles of association of the
Company to ensure compliance with the applicable law and in particular with the new Belgian
Companies and Associations Code. An unofficial coordinated version of the new articles of
association of the Company is made available to the shareholders on the website of the Company
www.asitbiotech.com, as from 26 April 2020.
VOTE : For Against Abstention
2. Powers to be granted for the purpose of implementing the foregoing resolution
Proposed resolution: The general meeting decides to grant full powers to the undersigned notary,
acting alone with the option of substitution, as proxy holder for the purpose of implementing the
abovementioned resolution, 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
The agenda of the Company's extraordinary general meeting
is as follows:
1. Reading of the special report of the board of directors drafted pursuant to article 7:228 of the
Belgian Companies and Associations Code
2. Resolution on the pursuit by the Company of its activity and potential measures to be taken
Proposed resolution: The general meeting resolves based, amongst others, on the aforementioned
report, to continue the Company's activities. The general meeting acknowledges the measures
described by the board of directors in its report in order to straighten the Company's financial
situation and, in so far as necessary, approves them.
VOTE : For Against Abstention
3. Dismissal of 3 directors and appointment of one director
Proposed resolution: As previously announced, the general meeting takes note of the dismissal of Mr
Harry Welten and Jean Paul Prieels with immediate effect, as well as the dismissal of Mr. Louis
Champion, permanent representative of ZOPAMAVI SAS with effect on 20 January 2020. The
general meeting appoints in replacement of ZOPAMAVI SAS the limited liability company SFH,
having its registered office located at 3440 Zoutleeuw, Louis Claeslaan 19, registered at the RLP
under the number BE 0501.958.073, represented by its permanent representative Mr. Frank
Hazevoets.
VOTE : For Against Abstention
4. Powers to be granted for the purpose of implementing the foregoing resolutions
Proposed resolution: The general meeting decides to grant full powers to the undersigned notary,
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 Company 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 2020

Signature :

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