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European Medical Solutions

Pre-Annual General Meeting Information Nov 28, 2018

3942_rns_2018-11-28_ae1e8654-7b26-4a08-827b-b2b2426d7926.pdf

Pre-Annual General Meeting Information

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ASIT BIOTECH Société Anonyme Faisant ou ayant fait appel public à l'épargne Avenue Ariane 5 1200 Bruxelles RPM Bruxelles 0460.798.795

(the Company)

INFORMATION CONCERNING THE RIGHTS OF SHAREHOLDERS PURSUANT TO ARTICLES 533TER AND 540 OF THE BELGIAN COMPANY CODE ON THE OCCASION OF THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY TO BE HELD ON 17 DECEMBER 2018 AT 3 PM AT THE REGISTERED OFFICE

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

One or more shareholders holding together at least 3% of the share capital may (i) request the inclusion of items on the agenda to be addressed at the general meeting, and (ii) submit decisions' proposals concerning items to be addressed or included on the agenda.

Shareholders exercising this right must, in order for their request to be dealt with at the general meeting, fulfil the following two conditions:

  • prove that they hold the required percentage set out above at the date of their request (either with a certificate showing the registration of the corresponding shares in the Company's share register, or with a certificate delivered by the certified account holder or settlement institution certifying the number of dematerialised shares held on its account); and
  • still be (a) shareholder(s) above the 3% threshold at the record date (on 3 December 2018 at midnight).

Shareholders may then exercise their right by submitting (i) the draft new items for the agenda, and/or (ii) the draft proposalsfor resolution to be reflected in the agenda, by mail addressed at the registered office marked for the attention of Monsieur Grégory Nihon or by email [email protected] , on 23 November 2018 at the latest. The Company will acknowledge receipt of any requests sent by the shareholder by email or mail to the address set out above within 48 hours after receipt.

The Company will publish an agenda, which will be revised, as the case may be, on 30 November 2018 at the latest (on the website of the Company at the address www.asitbiotech.com in the Belgian Official Gazette and in the press).

The ad hoc form filled out with the additional items and/or the proposed resolutions will be made available on the Company's website at the following address: www.asitbiotech.com, at the same time as the publication of the revised agenda, i.e. on 30 November 2018 at the latest.

The proxies that the Company has been notified of before the publication of the revised agenda remain valid for those agenda items they cover. As an exception to this rule, the proxy holder can, for the agenda items for which in accordance with article 533ter of the Belgian Companies Code, new proposals for resolutions have been submitted, deviate during the meeting from the instructions of the proxy grantor, if carrying out the instructions could prejudice the interests of the proxy grantor. The proxy holder must inform the proxy grantor

of thereof. The proxy must state whether the proxy holder is entitled to vote on the newly-added items on the agenda, or if he/she should abstain.

2. RIGHT OF SHAREHOLDERS TO ASK WRITTEN QUESTIONS

Shareholders have the right to ask questions in writing to the directors prior to the general meeting.

The exercise of this right is subject to the fulfilment of the following two conditions:

  • being a shareholder of the Company at the registration date (on 3 December 2018 at midnight); and
  • having informed the Company of the intent to participate in the general meeting, pursuant to the provisions set out in the convocation notice.

These questions can be submitted prior to the general meeting by mail addressed at the registered office marked for the attention of Monsieur Grégory Nihon or by email [email protected] . They must be received by the Company on 11 December 2018 at 5.00 pm at the latest.

During the general meeting, the directors will answer the questions which have been raised by the shareholders (orally or in writing) on the items on the agenda, to the extent that the communication of data or facts is not potentially detrimental to the commercial interests of the Company or to the confidentiality undertakings of the Company or its directors.

The directors may give a global answer to different questions dealing with the same subject.

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