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European Medical Solutions

Proxy Solicitation & Information Statement Oct 14, 2019

3942_rns_2019-10-14_3eacc939-8555-4707-bebb-04e8eee60efd.pdf

Proxy Solicitation & Information Statement

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PROXY

The shareholder who wishes to be represented at the extraordinary general meeting of the limited liability company having made or making a public appeal on savings 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 14 November 2019 at 11 a.m. 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 proxy form. Any other proxy form will not be accepted.

No later than 8 November 2019 at 5.00 p.m. (CET), the original of this signed paper form must reach the Company (at the attention of M. Grégory NIHON, 7 Rue des Chasseurs Ardennais at 4031 Angleur). This form may also be sent to the Company within the same period by email to [email protected], by fax to +32 2 264 03 99, provided that this latter communication is signed by electronic signature in accordance with the applicable Belgian legislation.

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 extraordinary 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 extraordinary general meeting of the Company that will be held on 14 November 2019 at 11 a.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 16 December 2019.

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.

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

1. Proposal to anticipate the entry into force of the new Belgian Companies and Associations Code and to voluntary apply the new Code, pursuant to section 39, §1, sub-paragraph two of the Belgian Act of 23 March 2019. To this end, proposal to align the articles of association of the Company to the provisions of the new Code without amending the corporate purpose nor the rights attached to the shares

Proposed resolution: The general meeting resolves to approve the board of directors' proposal to anticipate the entry into force of the new Belgian Companies and Associations Code and to voluntary apply the new Code, pursuant to section 39, § 1, sub-paragraph two of the Belgian Act of 23 March 2019. As a result, 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 14 October 2019. In this context, the general meeting of shareholders decides to implement the possibility set forth in section 7:95 of the new Belgian Companies and Associations Code, namely that the decisions of the board of directors may be adopted by unanimous written resolutions of the directors.

VOTE : For Against Abstention

2. Transitional provisions

Proposed resolution: The general meeting decides that, in accordance with section 39, §1, subparagraph two of the Belgian Act of 23 March 2019, the new Belgian Companies and Associations Code will apply as from the date of publication of the new articles of association of the Company in the Appendixes to the Belgian Official Gazette. Until this date, the Belgian Companies Code remains fully applicable to the Company.

VOTE : For Against Abstention

3. Confirmation of the cooptation of the director MEUSINVEST SA by NOSHAQ PARTNERS SCRL, with effect as of 18 December 2018

Proposed resolution: The general meeting resolves to confirm the cooptation of the director MEUSEINVEST SA by NOSHAQ PARTNERS SCRL, represented by its permanent representative, Mr. Philippe DEGREER, with effect as of 18 December 2018, decided by the board of directors during its meeting held on 13 June 2019, for a duration equal to the duration of the director's mandate of MEUSEINVEST SA, namely until the ordinary general meeting convened to resolve on the approval of the annual accounts relating to the financial year ending 31 December 2019.

VOTE : For Against Abstention

4. Reading of the special report of the board of directors drafted pursuant to article 633 of the Belgian Companies Code

5. 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

6. 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 533ter of the Company 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 2019

Signature :

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