AGM Information • Jun 19, 2020
AGM Information
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This form should be used by holders of securities of Mithra Pharmaceuticals SA (the "Company") who want to vote by mail at the extraordinary general shareholders' meetings of the Company.
The voting by mail form must be signed in writing or electronically. In the event an electronic signature is used, it must be a qualified electronic signature in the sense of Regulation No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC, as amended, or with an electronic signature that complies with the conditions set out in Article 1322 of the Belgian Civil Code.
The signed and completed voting by mail form must reach the Company at the latest on the fourth calendar day prior to the annual and extraordinary general shareholders' meetings, i.e. on or before 18 July 2020. Until this date, forms can be sent to the following address by all possible means, such as by way of an e-mail with a scan or photographed copy of the form:
Mithra Pharmaceuticals SA A l'attention de Mme Fanny Rozenberg Secretary of the Board Rue Saint-Georges 5 4000 Liège Belgique
Or by e-mail to:
Holders of securities of the Company who wish to vote by mail must also register for the extraordinary general shareholders' meetings, as described in the notice convening the extraordinary general shareholders' meetings. Holders of dematerialized securities must attach to the present voting by mail form a certificate issued by the applicable settlement institution for the securities concerned, or by a certified account holder, confirming the number of securities that have been registered in their name on the registration date, (i.e., 8 July 2020 at midnight (12:00 a.m., Belgian time)) with which they want to participate to the annual and extraordinary general shareholders' meetings.
In case of amendments to the agenda or if new draft resolutions are tabled, the Company will publish an amended agenda with, as the case may be, additional agenda items and additional draft resolutions. This will be done no later than on the fifteenth calendar day prior to the extraordinary general shareholders' meetings, i.e. on or before Wednesday, 7 July 2020 at the latest. In addition, the Company will also make amended forms available for voting by mail. Voting by mail forms that reach the Company prior to the publication of an amended agenda remain valid for the agenda items to which the voting by mail forms apply, subject, however, to applicable law and the further clarifications set
out in the voting by mail form. In accordance with the Belgian Companies and Associations Code, a vote via vote by mail for an agenda item in relation to which a new proposed resolution has been submitted by one or more shareholders holding at least 3% of the share capital, is invalid.
As postal services may be disrupted due to the COVID-19 pandemic, the Company recommends to use e-mail for all communication with the Company regarding the general shareholders' meetings.
The undersigned :
First Name, Last name /name of the company : (please complete)
(for legal persons) represented by : (please complete)
Residing at/having its registered office at : (please complete)
***
Submission of the following reports in relation to the LDA Warrants (as defined below):
the report of the board of directors of the Company in accordance with articles 7:180, 7:191 and 7:193 of the Belgian Companies and Associations Code of 23 March 2019 (as amended) (the "Belgian Companies and Associations Code") in relation to the proposal to issue 690,000 new subscription rights for shares of the Company, named the "LDA Warrants", and to dis-apply, in the interest of the Company, the preferential subscription right of the existing shareholders of the Company and, as far as needed, of the holders of outstanding subscription rights (share options) of the Company, to the benefit of LDA Capital Limited and its permitted successors and assigns; the report of the statutory auditor of the Company in accordance with articles 7:180, 7:191 and 7:193 of the Belgian Companies and Associations Code in relation to the proposal to issue 690,000 LDA Warrants, and to dis-apply, in the interest of the Company, the preferential subscription right of the existing shareholders of the Company and, as far as needed, of the holders of outstanding subscription rights (share options) of the Company, to the benefit of LDA Capital Limited and its permitted successors and assigns.
Submission of the following reports in relation to the Share Lending Warrants (as defined below):
the report of the board of directors of the Company in accordance with articles 7:180, 7:191 and, as far as needed and applicable, 7:193 of the Belgian Companies and Associations Code in relation to the proposals to issue, respectively, 300,000 new subscription rights for shares of the Company, named the "Class A Share Lending Warrants", 300,000 new subscription rights for shares of the Company, named the "Class B Share Lending Warrants", and 300,000 new subscription rights for shares of the Company, named the "Class C Share Lending Warrants" (collectively the "Share Lending Warrants"), and to dis-apply, in the interest of the Company, the preferential subscription right of the existing shareholders of the Company and, as far as needed, of the holders of outstanding subscription rights (share options) of the Company, to the benefit of respectively François Fornieri (in relation to the Class A Share Lending Warrants), Alychlo NV (in relation to the Class B Share Lending Warrants) and Noshaq SA (in relation to the Class C Share Lending Warrants);
the report of the statutory auditor of the Company in accordance with articles 7:180, 7:191 and, as far as needed and applicable, 7:193 of the Belgian Companies and Associations Code in relation to the proposals to issue, respectively, 300,000 Class A Share Lending Warrants, 300,000 Class B Share Lending Warrants and 300,000 Class C Share Lending Warrants, and to dis-apply, in the interest of the Company, the preferential subscription right of the existing shareholders of the Company and, as far as needed, of the holders of outstanding subscription rights (share options) of the Company, to the benefit of respectively François Fornieri (in relation to the Class A Share Lending Warrants), Alychlo NV (in relation to the Class B Share Lending Warrants) and Noshaq SA (in relation to the Class C Share Lending Warrants).
Proposed resolution: The general shareholders' meeting resolves to approve the issuance of 690,000 new subscription rights for shares of the Company, named the "LDA Warrants", and to dis-apply, in the interest of the Company, the preferential subscription right of the existing shareholders of the Company and, as far as needed, of the holders of outstanding subscription rights (share options) of the Company, to the benefit of LDA Capital Limited and its permitted successors and assigns. In view thereof, the general shareholders' meeting resolves as follows:
Terms and conditions of the warrants: The terms and conditions of the LDA Warrants shall be as set out in the annex to the report of the board of directors referred to in point 0 of the agenda (for the purpose of this resolution, "Conditions"), a copy of which shall remain attached to the minutes reflecting the present resolution. The main terms of the LDA Warrants can, for informational purposes, be summarised as follows:
Subscription rights for ordinary shares: Each LDA Warrant gives the right to subscribe for one new share to be issued by the Company.
Exercise price: Each LDA Warrant can be exercised at a price of EUR 27.00 per new share. The exercise price is subject to customary downward adjustments in case of certain dilutive corporate actions (such as a dividend payment or issuance of new shares).
Duration: The LDA Warrants have a term of three years as from their issue date.
Exercisability: The exercise of the LDA Warrants is subject to the terms and conditions set out in the Conditions.
Transferability: The holder of the LDA Warrants shall not be entitled to transfer or assign any LDA Warrant, save to affiliates (as set out in the Conditions). The LDA Warrants will not be admitted to trading or listing.
The general shareholders' meeting also approves all clauses in the terms and conditions, which come into effect at the moment a change of control occurs, including, but not limited to, the earlier exercise of the warrants upon expiry of the commitment period (as defined in the terms and conditions), and which fall or could be considered to fall within the scope of article 7:151 of the Belgian Companies and Associations Code (relating to the granting of rights to third parties that substantially affect the Company's assets and liabilities, or give rise to a substantial debt or commitment on its behalf, when the exercise of these rights is subject to the launching of a public takeover bid on the shares of the Company or to a change in the control exercised over it)
Underlying shares: Each LDA Warrant shall enitle the holder thereof to subscribe for one new share to be issued by the Company. The new shares to be issued at the occasion of the exercise of the LDA Warrants shall have the same rights and benefits as, and rank pari passu in all respects, including as to entitlements to dividends, with, the existing and outstanding shares of the Company at the moment of their issuance, and will be entitled to distributions in respect of which the relevant record date or due date falls on or after the date of issue of the shares.
Disapplication of the preferential subscription right to the benefit of LDA Capital: The general shareholders' meeting resolves, in accordance with articles 7:191 and 7:193 of the Belgian Companies and Associations Code, to dis-apply, in the interest of the Company, the preferential subscription right of the existing shareholders of the Company and, as far as needed, of the holders of outstanding subscription rights (share options) of the Company, to the benefit of LDA Capital Limited and its permitted successors and assigns, and to issue the LDA Warrants to LDA Capital Limited, as further explained in the report of the board of directors referred to in point 0 of the agenda.
Conditional capital increase and issue of new shares: The general shareholders' meeting resolves, subject to, and to the extent of the exercise of LDA Warrants, to increase the Company's share capital and to issue the relevant number of new shares issuable upon the exercise of the LDA Warrants. Subject to, and in accordance with, the provisions of the Conditions, upon exercise of the LDA Warrants and issue of new shares, the aggregate amount of the exercise price of the LDA Warrants will be allocated to the share capital of the Company. To the extent that the amount of the exercise price of the LDA Warrants, per share to be issued upon exercise of the LDA Warrants, exceeds the fractional value of the then existing shares of the Company existing immediately prior to the issue of the new shares concerned, a part of the exercise price, per share to be issued upon exercise of the LDA Warrants, equal to such fractional value shall be booked as share capital, whereby the balance shall be booked as issue premium. Following the capital increase and issuance of new shares, each new and existing share shall represent the same fraction of the share capital of the Company.
Issue premium: Any issue premium that will be booked in connection with the LDA Warrants shall be accounted for on a non-distributable account on the liabilities side of the Company's balance sheet under its net equity, and the account on which the issue premium will be booked shall, like the share capital, serve as a guarantee for third parties and can only be reduced on the basis of a lawful resolution of the general shareholders' meeting passed in the manner required for an amendments to the Company's articles of association.
Powers of attorney: The board of directors is authorised to implement and execute the resolutions passed by the general shareholders' meeting in connection with the LDA Warrants, and to take all steps and carry out all formalities that shall be required by virtue of the Conditions of the LDA Warrants, the Company's articles of association and applicable law in order to issue or transfer the shares upon exercise of the LDA Warrants. Furthermore, each of the Company's directors, the Company's chief financial officer, and the Company's corporate secretary, each such person acting individually and with possibility of sub-delegation and the power of subrogation, shall have the power, upon exercise of the LDA Warrants, (i) to proceed with the recording of (A) the capital increase and issue of new shares resulting from such exercise, (B) the allocation of the share capital and (as applicable) the issue premium, and (C) the amendment of the Company's articles of association in order to reflect the new share capital and number of outstanding shares following the exercise of the LDA Warrants, (ii) to sign and deliver, on behalf of the Company, the relevant Euroclear, Euronext and bank documentation, the share register and all necessary documents in connection with the issuance and delivery of the shares to the beneficiary, and (iii) to do whatever may be necessary or useful (including but not limited to the preparation and execution of all documents and forms) for the admission of the shares issued upon the exercise of the LDA Warrants to trading on the regulated market of Euronext Brussels (or such other markets on which the Company's shares will be trading at that time).
Proposed resolution: The general shareholders' meeting resolves to approve the issuance of 300,000 new subscription rights for shares of the Company, named the "Class A Share Lending Warrants", and to dis-apply, in the interest of the Company, the preferential subscription right of the existing shareholders of the Company and, as far as needed, of the holders of outstanding subscription rights (share options) of the Company, to the benefit of François Fornieri. In view thereof, the general shareholders' meeting resolves as follows:
Terms and conditions of the warrants: The terms and conditions of the Class A Share Lending Warrants shall be as set out in annex to the report of the board of directors referred to in point 0 of the agenda (for the purpose of this resolution, "Conditions"), a copy of which shall remain attached to the minutes reflecting the present resolution. The main terms of the Class A Share Lending Warrants can, for informational purposes, be summarised as follows:
Subscription rights for ordinary shares: Each Class A Share Lending Warrant gives the right to subscribe for one new share to be issued by the Company.
Exercise price: Each Class A Share Lending Warrant can be exercised at a price of EUR 27.00 per new share. The exercise price is subject to customary downward adjustments in case of certain dilutive corporate actions (such as a dividend payment or issuance of new shares).
Duration: The Class A Share Lending Warrants have a term of three years as from their issue date.
Exercisability: The exercise of the Class A Share Lending Warrants is subject to the terms and conditions set out in the Conditions, provided in any event that the maximum number of Share Lending Warrants that can be exercise is capped at 300,000.
Transferability: The holder of the Class A Share Lending Warrants shall not be entitled to transfer or assign any Class A Share Lending Warrant, save to affiliates (as set out in the Conditions). The Class A Share Lending Warrants will not be admitted to trading or listing.
The general shareholders' meeting also approves all clauses in the terms and conditions, which come into effect at the moment a change of control occurs, including, but not limited to, the earlier exercise of the warrants upon expiry of the commitment period (as defined in the terms and conditions), and which fall or could be considered to fall within the scope of article 7:151 of the Belgian Companies and Associations Code (relating to the granting of rights to third parties that substantially affect the Company's assets and liabilities, or give rise to a substantial debt or commitment on its behalf, when the exercise of these rights is subject to the launching of a public takeover bid on the shares of the Company or to a change in the control exercised over it).
Underlying shares: Each Class A Share Lending Warrant shall entitle the holder thereof to subscribe for one new share to be issued by the Company. The new shares to be issued at the occasion of the exercise of the Class A Share Lending Warrants shall have the same rights and benefits as, and rank pari passu in all respects, including as to entitlements to dividends, with, the existing and outstanding shares of the Company at the moment of their issuance, and will be entitled to distributions in respect of which the relevant record date or due date falls on or after the date of issue of the shares.
Disapplication of the preferential subscription right to the benefit of François Fornieri: The general shareholders' meeting resolves, in accordance with articles 7:191 and, as far as needed and applicable, 7:193 of the Belgian Companies and Associations Code, to dis-apply, in the interest of the Company, the preferential subscription right of the existing shareholders of the Company and, as far as needed, of the holders of outstanding subscription rights (share options) of the Company, to the benefit of François Fornieri, and to issue the Class A Share Lending Warrants to François Fornieri, as further explained in the report of the board of directors referred to in point 0 of the agenda.
Conditional capital increase and issue of new shares: The general shareholders' meeting resolves, subject to, and to the extent of the exercise of Class A Share Lending Warrants , to increase the Company's share capital and to issue the relevant number of new shares issuable upon the exercise of the Class A Share Lending Warrants. Subject to, and in accordance with, the provisions of the Conditions, upon exercise of the Class A Share Lending Warrants and issue of new shares, the aggregate amount of the exercise price of the Class A Share Lending Warrants will be allocated to the share capital of the Company. To the extent that the amount of the exercise price of the Class A Share Lending Warrants, per share to be issued upon exercise of the Class A Share Lending Warrants, exceeds the fractional value of the then existing shares of the Company existing immediately prior to the issue of the new shares concerned, a part of the exercise price, per share to be issued upon exercise of the Class A Share Lending Warrants, equal to such fractional value shall be booked as share capital, whereby the balance shall be booked as issue premium. Following the capital increase and issuance of new shares, each new and existing share shall represent the same fraction of the share capital of the Company.
Issue premium: Any issue premium that will be booked in connection with the Class A Share Lending Warrants shall be accounted for on a non-distributable account on the liabilities side of the Company's balance sheet under its net equity, and the account on which the issue premium will be booked shall, like the share capital, serve as a guarantee for third parties and can only be reduced on the basis of a lawful resolution of the general shareholders' meeting passed in the manner required for an amendments to the Company's articles of association.
Powers of attorney: The board of directors is authorised to implement and execute the resolutions passed by the general shareholders' meeting in connection with the Class A Share Lending Warrants, and to take all steps and carry out all formalities that shall be required by virtue of the Conditions of the Class A Share Lending Warrants, the Company's articles of association and applicable law in order to issue or transfer the shares upon exercise of the Class A Share Lending Warrants. Furthermore, each of the Company's directors, the Company's chief financial officer, and the Company's corporate secretary, each such person acting individually and with possibility of sub-delegation and the power of subrogation, shall have the power, upon exercise of the Class A Share Lending Warrants, (i) to proceed with the recording of (A) the capital increase and issue of new shares resulting from such exercise, (B) the allocation of the share capital and (as applicable) the issue premium, and (C) the amendment of the Company's articles of association in order to reflect the new share capital and number of outstanding shares following the exercise of the Class A Share Lending Warrants, (ii) to sign and deliver, on behalf of the Company, the relevant Euroclear, Euronext and bank documentation, the share register and all necessary documents in connection with the issuance and delivery of the shares to the beneficiary, and (iii) to do whatever may be necessary or useful (including but not limited to the preparation and execution of all documents and forms) for the admission of the shares issued upon the exercise of the Class A Share Lending Warrants to trading on the regulated markets of Euronext Brussels (or such other markets on which the Company's shares will be trading at that time).
FOR AGAINST ABSTAIN
Proposed resolution: The general shareholders' meeting resolves to approve the issuance of 300,000 new subscription rights for shares of the Company, named the "Class B Share Lending Warrants", and to dis-apply, in the interest of the Company, the preferential subscription right of the existing shareholders of the Company and, as far as needed, of the holders of outstanding subscription rights (share options) of the Company, to the benefit of Alychlo NV. In view thereof, the general shareholders' meeting resolves as follows:
Terms and conditions of the warrants: The terms and conditions of the Class B Share Lending Warrants shall be as set out in annex to the report of the board of directors referred to in point 0 of the agenda (for the purpose of this resolution, "Conditions"), a copy of which shall remain attached to the minutes reflecting the present resolution. The main terms of the Class B Share Lending Warrants can, for informational purposes, be summarised as follows:
Subscription rights for ordinary shares: Each Class B Share Lending Warrant gives the right to subscribe for one new share to be issued by the Company.
Exercise price: Each Class B Share Lending Warrant can be exercised at a price of EUR 27.00 per new share. The exercise price is subject to customary downward adjustments in case of certain dilutive corporate actions (such as a dividend payment or issuance of new shares).
Duration: The Class B Share Lending Warrants have a term of three years as from their issue date.
Exercisability: The exercise of the Class B Share Lending Warrants is subject to the terms and conditions set out in the Conditions, provided in any event that the maximum number of Share Lending Warrants that can be exercise is capped at 300,000.
Transferability: The holder of the Class B Share Lending Warrants shall not be entitled to transfer or assign any Class B Share Lending Warrant, save to affiliates (as set out in the Conditions). The Class B Share Lending Warrants will not be admitted to trading or listing.
The general shareholders' meeting also approves all clauses in the terms and conditions, which come into effect at the moment a change of control occurs, including, but not limited to, the earlier exercise of the warrants upon expiry of the commitment period (as defined in the terms and conditions), and which fall or could be considered to fall within the scope of article 7:151 of the Belgian Companies and Associations Code (relating to the granting of rights to third parties that substantially affect the Company's assets and liabilities, or give rise to a substantial debt or commitment on its behalf, when the exercise of these rights is subject to the launching of a public takeover bid on the shares of the Company or to a change in the control exercised over it.
Underlying shares: Each Class B Share Lending Warrant shall entitle the holder thereof to subscribe for one new share to be issued by the Company. The new shares to be issued at the occasion of the exercise of the Class B Share Lending Warrants shall have the same rights and benefits as, and rank pari passu in all respects, including as to entitlements to dividends, with, the existing and outstanding shares of the Company at the moment of their issuance, and will be entitled to distributions in respect of which the relevant record date or due date falls on or after the date of issue of the shares.
Disapplication of the preferential subscription right to the benefit of Alychlo NV: The general shareholders' meeting resolves, in accordance with articles 7:191 and, as far as needed and applicable, 7:193 of the Belgian Companies and Associations Code, to dis-apply, in the interest of the Company, the preferential subscription right of the existing shareholders of the Company and, as far as needed, of the holders of outstanding subscription rights (share options) of the Company, to the benefit of Alychlo NV, and to issue the Class B Share Lending Warrants to Alychlo NV, as further explained in the report of the board of directors referred to in point 0 of the agenda.
Conditional capital increase and issue of new shares: The general shareholders' meeting resolves, subject to, and to the extent of the exercise of Class B Share Lending Warrants , to increase the Company's share capital and to issue the relevant number of new shares issuable upon the exercise of the Class B Share Lending Warrants. Subject to, and in accordance with, the provisions of the Conditions, upon exercise of the Class B Share Lending Warrants and issue of new shares, the aggregate amount of the exercise price of the Class B Share Lending Warrants will be allocated to the share capital of the Company. To the extent that the amount of the exercise price of the Class B Share Lending Warrants, per share to be issued upon exercise of the Class B Share Lending Warrants, exceeds the fractional value of the then existing shares of the Company existing immediately prior to the issue of the new shares concerned, a part of the exercise price, per share to be issued upon exercise of the Class B Share Lending Warrants, equal to such fractional value shall be booked as share capital, whereby the balance shall be booked as issue premium. Following the capital increase and issuance of new shares, each new and existing share shall represent the same fraction of the share capital of the Company.
Issue premium: Any issue premium that will be booked in connection with the Class B Share Lending Warrants shall be accounted for on a non-distributable account on the liabilities side of the Company's balance sheet under its net equity, and the account on which the issue premium will be booked shall, like the share capital, serve as a guarantee for third parties and can only be reduced on the basis of a lawful resolution of the general shareholders' meeting passed in the manner required for an amendments to the Company's articles of association.
Powers of attorney: The board of directors is authorised to implement and execute the resolutions passed by the general shareholders' meeting in connection with the Class B Share Lending Warrants, and to take all steps and carry out all formalities that shall be required by virtue of the Conditions of the Class B Share Lending Warrants, the Company's articles of association and applicable law in order to issue or transfer the shares upon exercise of the Class B Share Lending Warrants. Furthermore, each of the Company's directors, the Company's chief financial officer, and the Company's corporate secretary, each such person acting individually and with possibility of sub-delegation and the power of subrogation, shall have the power, upon exercise of the Class B Share Lending Warrants, (i) to proceed with the recording of (A) the capital increase and issue of new shares resulting from such exercise, (B) the allocation of the share capital and (as applicable) the issue premium, and (C) the amendment of the Company's articles of association in order to reflect the new share capital and number of outstanding shares following the exercise of the Class B Share Lending Warrants, (ii) to sign and deliver, on behalf of the Company, the relevant Euroclear, Euronext and bank documentation,
the share register and all necessary documents in connection with the issuance and delivery of the shares to the beneficiary, and (iii) to do whatever may be necessary or useful (including but not limited to the preparation and execution of all documents and forms) for the admission of the shares issued upon the exercise of the Class B Share Lending Warrants to trading on the regulated markets of Euronext Brussels (or such other markets on which the Company's shares will be trading at that time).
FOR AGAINST ABSTAIN
Proposed resolution: The general shareholders' meeting resolves to approve the issuance of 300,000 new subscription rights for shares of the Company, named the "Class C Share Lending Warrants", and to dis-apply, in the interest of the Company, the preferential subscription right of the existing shareholders of the Company and, as far as needed, of the holders of outstanding subscription rights (share options) of the Company, to the benefit of Noshaq SA. In view thereof, the general shareholders' meeting resolves as follows:
Terms and conditions of the warrants: The terms and conditions of the Class C Share Lending Warrants shall be as set out in annex to the report of the board of directors referred to in point 0 of the agenda (for the purpose of this resolution, "Conditions"), a copy of which shall remain attached to the minutes reflecting the present resolution. The main terms of the Class C Share Lending Warrants can, for informational purposes, be summarised as follows:
Subscription rights for ordinary shares: Each Class C Share Lending Warrant gives the right to subscribe for one new share to be issued by the Company.
Exercise price: Each Class C Share Lending Warrant can be exercised at a price of EUR 27.00 per new share. The exercise price is subject to customary downward adjustments in case of certain dilutive corporate actions (such as a dividend payment or issuance of new shares).
Duration: The Class C Share Lending Warrants have a term of three years as from their issue date.
Exercisability: The exercise of the Class C Share Lending Warrants is subject to the terms and conditions set out in the Conditions, provided in any event that the maximum number of Share Lending Warrants that can be exercise is capped at 300,000.
Transferability: The holder of the Class C Share Lending Warrants shall not be entitled to transfer or assign any Class C Share Lending Warrant, save to affiliates (as set out in the Conditions). The Class C Share Lending Warrants will not be admitted to trading or listing.
The general shareholders' meeting also approves all clauses in the terms and conditions, which come into effect at the moment a change of control occurs, including, but not limited to, the earlier exercise of the warrants upon expiry of the commitment period (as defined in the terms and conditions), and which fall or could be considered to fall within the scope of article 7:151 of the Belgian Companies and Associations Code (relating to the granting of rights to third parties that substantially affect the Company's assets and liabilities, or give rise to a substantial debt or commitment on its behalf, when the exercise of these rights is subject to the launching of a public takeover bid on the shares of the Company or to a change in the control exercised over it.
Underlying shares: Each Class C Share Lending Warrant shall entitle the holder thereof to subscribe for one new share to be issued by the Company. The new shares to be issued at the occasion of the exercise of the Class C Share Lending Warrants shall have the same rights and benefits as, and rank pari passu in all respects, including as to entitlements to dividends, with, the existing and outstanding shares of the Company at the moment of their issuance, and will be entitled to distributions in respect of which the relevant record date or due date falls on or after the date of issue of the shares.
Disapplication of the preferential subscription right to the benefit of Noshaq SA: The general shareholders' meeting resolves, in accordance with articles 7:191 and, as far as needed and applicable, 7:193 of the Belgian Companies and Associations Code, to dis-apply, in the interest of the Company, the preferential subscription right of the existing shareholders of the Company and, as far as needed, of the holders of outstanding subscription rights (share options) of the Company, to the benefit of Noshaq SA, and to issue the Class C Share Lending Warrants to Noshaq SA, as further explained in the report of the board of directors referred to in point 0 of the agenda.
Conditional capital increase and issue of new shares: The general shareholders' meeting resolves, subject to, and to the extent of the exercise of Class C Share Lending Warrants , to increase the Company's share capital and to issue the relevant number of new shares issuable upon the exercise of the Class C Share Lending Warrants. Subject to, and in accordance with, the provisions of the Conditions, upon exercise of the Class C Share Lending Warrants and issue of new shares, the aggregate amount of the exercise price of the Class C Share Lending Warrants will be allocated to the share capital of the Company. To the extent that the amount of the exercise price of the Class C Share Lending Warrants, per share to be issued upon exercise of the Class C Share Lending Warrants, exceeds the fractional value of the then existing shares of the Company existing immediately prior to the issue of the new shares concerned, a part of the exercise price, per share to be issued upon exercise of the Class C Share Lending Warrants, equal to such fractional value shall be booked as share capital, whereby the balance shall be booked as issue premium. Following the capital increase and issuance of new shares, each new and existing share shall represent the same fraction of the share capital of the Company.
Issue premium: Any issue premium that will be booked in connection with the Class C Share Lending Warrants shall be accounted for on a non-distributable account on the liabilities side of the Company's balance sheet under its net equity, and the account on which the issue premium will be booked shall, like the share capital, serve as a guarantee for third parties and can only be reduced on the basis of a lawful resolution of the general shareholders' meeting passed in the manner required for an amendments to the Company's articles of association.
Powers of attorney: The board of directors is authorised to implement and execute the resolutions passed by the general shareholders' meeting in connection with the Class C Share Lending Warrants, and to take all steps and carry out all formalities that shall be required by virtue of the Conditions of the Class C Share Lending Warrants, the Company's articles of association and applicable law in order to issue or transfer the shares upon exercise of the Class C Share Lending Warrants. Furthermore, each of the Company's directors, the Company's chief financial officer, and the Company's corporate secretary, each such person acting individually and with possibility of sub-delegation and the power of subrogation, shall have the power, upon exercise of the Class C Share Lending Warrants, (i) to proceed with the recording of (A) the capital increase and issue of new shares resulting from such exercise, (B) the allocation of the share capital and (as applicable) the issue premium, and (C) the amendment of the Company's articles of association in order to reflect the new share capital and number of outstanding shares following the exercise of the Class C Share Lending Warrants, (ii) to sign and deliver, on behalf of the Company, the relevant Euroclear, Euronext and bank documentation, the share register and all necessary documents in connection with the issuance and delivery of the shares to the beneficiary, and (iii) to do whatever may be necessary or useful (including but not limited to the preparation and execution of all documents and forms) for the admission of the shares issued upon the exercise of the Class C Share Lending Warrants to trading on the regulated markets of Euronext Brussels (or such other markets on which the Company's shares will be trading at that time).
FOR AGAINST ABSTAIN
On 23 April 2020, the Company, LDA Capital Limited, LDA Capital, LLC, and three existing shareholders of the Company (i.e., François Fornieri, Alychlo NV and Noshaq SA) entered into a Put Option Agreement (the "Put Option Agreement"). Pursuant to the Put Option Agreement, LDA Capital agreed, amongst other things, to commit for a term of three years an amount of up to EUR 50,000,000 and to provide the Company an option to require LDA Capital to subscribe for new ordinary shares to be issued by the Company for an aggregate subscription amount equal to such amount. The Put Option Agreement is further described in the reports of the board of directors referred to in sections 0 and 0 of the agenda of this meeting. The Put Option Agreement provides (amongst other things) that it may be terminated forthwith during the commitment period (as defined in the Put Option Agreement) by LDA Capital Limited by giving written notice of such termination to the Company if there has been a material change in ownership (which has been defined as any sale or disposal of shares of the Company or other transaction or event which results in the officers and directors of the Company on the date of the Put Option Agreement owning, directly or indirectly, less than five the Company's shares in issue from time to time).
Proposed resolution: The general shareholders' meeting resolves to approve and ratify in accordance with article 7:151 of the Belgian Companies and Associations Code all clauses in the Put Option Agreement, which come into effect at the moment a change of control occurs, including, but not limited to, clause 9.2 of the Put Option Agreement, and which fall or could be considered to fall within the scope of article 7:151 of the Belgian Companies and Associations Code (relating to the granting of rights to third parties that substantially affect the Company's assets and liabilities, or give rise to a substantial debt or commitment on its behalf, when the exercise of these rights is subject to the launching of a public takeover bid on the shares of the Company or to a change in the control exercised over it). The general shareholders' meeting also grants a special power of attorney to each of the Company's directors, the Company's chief financial officer, and the Company's corporate secretary, each such person acting individually and with possibility of sub-delegation and the power of subrogation, to complete the formalities required by article 7:151 of the Belgian Companies and Asociations Code with regard to this resolution, including, but not limited to, the execution of all documents and forms required for the publication of this resolution in the annexes to the Belgian Official Gazette.
Attendance quorum, voting and majorities: According to the Belgian Companies and Associations Code, an attendance quorum of at least 50% of the outstanding shares must be present or represented at the extraordinary shareholders' meeting for the deliberation and voting on items 1) to 5) of the aforementioned extraordinary shareholders' meeting. If such attendance quorum is not reached, a second extraordinary shareholders' meeting will be convened for these agenda items, unless, as the case may be, decided otherwise on behalf of the Board of Directors, and the attendance quorum requirement will not apply to such second meeting. No attendance quorum applies in relation to item 6) of the agenda.
Subject to applicable legal provisions, each share shall have one vote. In accordance with applicable law, the proposed resolutions referred to in items 2) to 5) of the aforementioned agenda of the extraordinary shareholders' meeting shall be passed if they are approved by a majority of 75% of the votes validly cast by the shareholders. The proposed resolution referred to in item 6) of the agenda shall be passed if it is approved by a simple majority of the votes validly cast by the shareholders. Pursuant to article 7:135 of the Belgian Companies and Associations Code, the holders of subscription rights have the right to participate to the extraordinary shareholders' meeting, but only with an advisory vote.
Notwithstanding the foregoing, as far as needed and applicable in accordance with article 7:193 of the Belgian Companies and Associations Code, each of respectively François Fornieri, Alychlo NV and Noshaq SA (each a "Beneficiary"), and each shareholders who act for the account of a Beneficiary, who are affiliated to a Beneficiary, who act for the account of the affiliates of a Beneficiary, or who act in concert with a Beneficiary will not participate in the vote in relation to, respectively, items 3), 4) and 5) of the agenda.
FOR AGAINST ABSTAIN
In case of amendments during the meetings to a proposed resolution or a new proposed resolution:
the following person will be appointed as proxy holder, with the right of substitution, to vote on behalf of the undersigned on the amended or new resolution: the Chairman of the Board of Directors of the Company
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