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European Medical Solutions

Pre-Annual General Meeting Information Nov 7, 2017

3942_rns_2017-11-07_d2b64f88-6483-4661-aeed-c62f2503e55c.pdf

Pre-Annual General Meeting Information

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ASIT BIOTECH Limited Liability Company Having made a public appeal on savings Avenue Ariane 5 1200 Brussels LER Brussels 0460.798.795

(the Company)

INFORMATION CONCERNING THE RIGHTS OF SHAREHOLDERS PURSUANT TO ARTICLES 533TER AND 540 OF THE COMPANIES CODE ON THE OCCASION OF THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY TO BE HELD ON 7 DECEMBER 2017 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.

Shareholder(s) 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 dematerialized shares held on its account); and
  • still be (a)shareholder(s) above the 3% threshold at the record date (on 23 November 2017 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 15 November 2017 at the latest. The Company will acknowledge receipt of any requests sent by the shareholder by email or mail to the address set out by the shareholder within 48 hours after receipt.

The Company will publish an agenda, which will be revised, as the case may be, on 22 November 2017 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 proxy 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 7 November 2017 at the latest.

However, the proxies that the Company has been notified 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 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 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 that will be held on 1 st December 2017.

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 23 November 2017 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, by email to [email protected] or by fax to +32 2 264 03 99. They must be received by the Company on 1 st December 2017 at 5 pm at the latest.

During the general meeting, the directors will answer the questions which have been raised by the shareholders in writing (or orally at the meeting) 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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