Pre-Annual General Meeting Information • May 31, 2016
Pre-Annual General Meeting Information
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The board of directors of the Company hereby invites the shareholders and holders of warrants of ASIT biotech to the annual general shareholders' meeting to be held on 30 June 2016 as from 3 pm at t h e Company's registered office at 5 avenue Ariane à 1200 Brussels, with the agenda set out below.
Proposed resolution: take notice of the fact that due to regulatory and practical reasons the present general meeting has been postponed to a later date than the date mentioned in the articles of association and to specifically accord discharge to the directors in this respect.
Proposed resolution: approval of the remuneration report of the board of directors, as explained by the nomination and remuneration committee and as included in the annual report.
Proposed resolution: approval of the statutory accounts in relation to the financial year ended 31 December 2015, including the proposed carrying-forward of the losses to be carried forward.
Proposed resolution: granting, by special vote, discharge to each director for the exercise of its respective mandate during the financial year ended 31 December 2015.
Proposed resolution: granting, by special vote, discharge to each auditor for the exercise of its respective mandate during the financial year ended 31 December 2015.
Proposed resolution: following, on the one hand, the resignation taking effect as of the current general meeting of the director mandates of Yves Désiront and Meusinvest SA represented by Marc Foidart and, on the other hand, the ending of the mandates of the other members of the board of directors at the present general meeting, to decide to renew the mandates of directors Béatrice De Vos, Thierry Legon, Jean Duchâteau, Gerd Zettlmeissl, François Meurgey, Everard van der Straten-Ponthoz and Meusinvest SA represented by Marc Foidart for a term of maximum four years, or until the annual general meeting of 2020. Further, to decide to appoint as directors for a maximum term of 4 years, in replacement of Yves Désiront, the company existing under the laws of Luxembourg RE Finance Consulting SA represented by Yves Désiront and in replacement of Bruservices SA a person to be determined during the meeting.
The board of directors refers to the 2015 annual report as regards the relevant information on the professional qualifications of the candidates and the list of mandates they already exercise.
Proposed resolution: take notice of the resignation with immediate effect of RSM InterAudit SCRL represented by Luis Laperal of its auditor's mandate and to hear the justification in this respect. Approve the appointment with immediate effect of RSM Réviseurs d'Entreprises SCRL represented by Luis Laperal as auditor for a term of 3 years, until the annual general meeting of 2019.
Absence of quorum: There is no quorum requirement for deliberating and voting on the items set out in the aforementioned agenda of the general meeting of shareholders.
Vote and majority: Subject to the applicable legal provisions, each share will carry one vote. In accordance with applicable law, the proposed resolutions set out in this agenda will be adopted if they are approved by a simple majority of the votes validly cast by the shareholders. Pursuant to article 537 of the Belgian Company Code, holders of warrants have the right to participate in the annual general shareholders' meeting, but with an advisory vote only.
Holders of securities issued by the Company who wish to participate to the annual general shareholders' meeting of the Company need to comply with the different formalities and procedures described below.
The board of directors of the Company would like to emphasize that the right to participate and to vote at the annual general shareholders' meeting will be open only to people having complied with the two conditions set out below.
The right to participate to the annual general shareholders' meeting and to vote is subject to the prior accounting registration of the shares under the shareholder's name on 15 June 2016 at midnight (Belgian time) (the Record Date). This registration is made:
For registered shares: by way of subscription in the Company's share register on the
For dematerialized shares: by way of registration in book entry form in an account held with a settlement institution or a certified account holder, without any initiative being required from the shareholder in this regard. The settlement institution or certified account holder issues a certificate to the shareholder setting out the number of dematerialized shares registered in its accounts under the name of the shareholder on the Record Date.
The shareholder must notify the Company of its intention to participate to the annual general shareholders' meeting and the number of shares in respect of which it intends to exercise its voting right by 23 June 2016 at the latest. The certificate issued by the settlement institution or the certified account holder, as the case may be, must be attached to such notification. The notification must be sent by email to [email protected], by fax to +32 2 264 03 99 or by mail to attention of ASIT biotech SA, Mister Albert Vicaire, 5 avenue Ariane à 1200 Brussels.
Holders of warrants have the right to attend the annual general shareholders' meeting, subject to them complying with the admission requirements applicable to the shareholders.
Participants are invited to arrive on 30 June 2016 as from 2.50 pm with a view to allow for efficient handling of the registration formalities.
In accordance with article 533ter of the Belgian Company Code, one or more shareholders holding together at least 3% of the share capital may request the inclusion of items on the agenda to be addressed at the annual general shareholders' meeting, and request the submission of proposed resolutions concerning items to be addressed or included on the agenda.
Items to be included on this agenda and/or proposed resolutions must be sent to the Company on 7 June 2016 at the latest by email to [email protected], by fax to +32 2 264 03 99 or by mail to attention of ASIT biotech SA, Mister Albert Vicaire, 5 avenue Ariane à 1200 Brussels.
The Company will acknowledge receipt of the requests sent by email, fax or mail to the address set out above by the shareholder within 48 hours after receipt. The revised agenda will be published on 14 June 2016 at the latest (on the Company's website at www.asitbiotech.com, in the Belgian Official Gazette and in the press).
Further information in relation to the abovementioned rights and the modalities for exercising them are available on the Company's website (www.asitbiotech.com).
Shareholders have the right to ask questions in writing to the directors and/or the auditor prior to the annual general shareholders' meeting. These questions can be asked prior to the annual general shareholders' meeting by email to [email protected], by fax to +32 2 264 03 99 or by mail to attention of ASIT biotech SA, Mister Albert Vicaire, 5 avenue Ariane à 1200 Brussels. They must be received by the Company on 23 June 2016 at 5.00 pm (Belgian time) at the latest.
Further information in relation to the abovementioned rights and the modalities for exercising them are available on the Company's website (www.asitbiotech.com).
Any shareholder may be represented at the annual general shareholders' meeting by a proxy holder.
Shareholders wishing to be represented must designate their proxy holder by using the proxy form prepared by the board of directors. The proxy form can also be obtained on the Company's website (www.asitbiotech.com), at the Company's registered office or by email to [email protected].
The hard-copy original form must be received by the Company on 23 June 2016 at 5.00 pm (Belgian time) at the latest. This form may be sent to the Company by email to [email protected], by fax to +32 2 264 03 99 or by mail to attention of ASIT biotech SA, Mister Albert Vicaire, 5 avenue Ariane à 1200 Brussels.
Shareholders wishing to be represented must comply with the registration and notification requirements set out above. Shareholders are invited to follow the instructions set out in the proxy form in order to be validly represented at the annual general shareholders' meeting.
All documents concerning the annual general shareholders' meeting that are required by law to be made available to shareholders may be consulted on the Company's website (www.asitbiotech.com) as from 30 May 2016.
As from this date, shareholders have the right to consult these documents on business days and during normal office hours, at the Company's registered office, and/or, upon display of their title to the Company's securities, obtain copies of these documents free of charge.
Requests for copies, free of charge, may also be made by email to [email protected], by fax to +32 2 264 03 99 or by mail to attention of ASIT biotech SA, Mister Albert Vicaire, 5 avenue Ariane à 1200 Brussels.
The board of directors
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