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European Medical Solutions

Proxy Solicitation & Information Statement May 31, 2016

3942_rns_2016-05-31_78e3bad0-aae9-4cb8-bcc2-c46e5345140c.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 30 June 2016 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 23 June 2016 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 Albert Vicaire, 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 30 June 2016 at 3.00 pm (CET), 5 avenue Ariane, 1200 Brussels, and which will deliberate on the following agenda:

1. Holding of the annual general meeting of 2016 at a later date than the one foreseen in the articles of association.

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.

□ For ◘ Against ◘ Abstention

2. Presentation of the management report of the board of directors and the report of the auditors committee on the financial year ended 31 December 2015.

3. The remuneration report of the board of directors as included in the annual report.

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.

□ For ◘ Against ◘ Abstention

4. Take notice of the content of the consolidated financial statements

5. Approval of the statutory accounts relating to the financial year ended 31 December 2015 – Allocation of results

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.

□ For ◘ Against ◘ Abstention

6. Discharge to be granted to the directors for the financial year ended 31 December 2015

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.

□ For ◘ Against ◘ Abstention

7. Discharge to be granted to the auditors.

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.

□ For ◘ Against ◘ Abstention

8. Resignation and appointment of directors.

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.

□ For ◘ Against ◘ Abstention

9. Resignation and appointment auditor.

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 InterAudit SCRL represented by Luis Laperal as auditor for a term of 3 years, until the annual general meeting of 2019.

□ 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 2016

Signature :

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