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European Medical Solutions

Proxy Solicitation & Information Statement May 6, 2017

3942_rns_2017-05-06_f742976d-5690-4cc3-89c9-ad91b098d8b0.pdf

Proxy Solicitation & Information Statement

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PROXY FORM

Any shareholder wishing to be represented at the annual general meeting to be held on 8 June 2017 at the Company's registered office, with the agenda set out below must use the present proxy form. Any other proxy form will not be accepted.

The signed proxy form must be sent to the Company by 2 June 2017 at 5.00 pm at the latest (CET). This form may be communicated to the company by mail marked for the attention of Asit Biotech, Monsieur Grégory Nihon, 5 avenue Ariane à 1200 Brussels, by email to [email protected], or by fax to +32 2 264 09 33.

It is important to note that the undersigned shareholder must also comply with the registration formalities set out in the convening notice.

Moreover, the designation of a proxy holder must comply with applicable Belgian legislation, in particular with regard to conflicts of interest.

The
undersigned
:
name:
address:
represented
pursuant
to
its
articles
of
association
by
holder
of
:
shares
of
the
company
corporate
name
:
ASIT BIOTECH
SA
registered
office
:
1200 Brussels, avenue Ariane 5

Hereby appoints asspecial proxy holder:

Mister/Miss

To whom it grants all powers necessary for representing him/her at the annual general meeting of the said company, that will be held on 8 June 2017 at 4.00 pm (CET), 5 avenue Ariane, 1200 Brussels, and which will deliberate on the following agenda:

1. Acknowledgment of the special report of the Board of directors established in accordance with article 604 of the Company code

2. Decrease of the amount of the share capital by setting off losses

Proposed resolution: approve the capital decrease for an amount of 7,517,228.09 EUR by setting off losses, as stated in the annual accounts for the year ending 31 December 2016, to bring the share capital from 17,505,986.09 EUR to 9,988,758 EUR without modifying the number of shares representing the share capital and, in the event this resolution is adopted, subsequent amendment of the article 5 of the Articles of association to adapt it to the new situation of the share capital.

For Against Abstention

3. Renewal of the authorised capital

Proposed resolution: approve the renewal of the authorisation to use the authorised capital for a new period of 5 years under the terms and conditions provided by the Board report established pursuant to article 604 of the Company Code and, in the event the resolution is adopted, subsequent amendment of the article 15 of the Articles of association relating to the authorised capital in order to update it.

□ For ◘ Against ◘ Abstention

4. Power

Proposed resolution: Grant powers to the Board of directors, with the right to sub-delegate, in order to implement the above resolutions, and more specifically to establish of the updated Articles of Association.

□ For ◘ Against ◘ Abstention

In case no voting instructions have been given, the undersigned shareholder is deemed to accept the proposed resolutions.

If, pursuant to article 533ter of the Belgian 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 the new agenda, the proxy holder will abstain from voting on these new items on the agenda or on the new decisions' proposals.

As a consequence:

The proxy holdershall:

  • participate in the meeting and, as the case may be, vote in favour of its postponement;
  • attend any other meeting with the same agenda if the first meeting may not validly deliberate, has been postponed, or has not been validly convened;
  • take part in all deliberations and vote, amend, or reject, in name of the undersigned, any proposition in relation to the agenda; and
  • to this end, make and execute all acts, minutes and items, registers, take up residence, substitute and generally undertake any action that is necessary or useful.

Signed at , on 2017

Signature :

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