Biocartis Group NV

AGM Information • May 13, 2019

Free English translation for information purposes only

Limited Liability Company ("Naamloze vennootschap") Registered Office: Generaal de Wittelaan 11B, 2800 Mechelen, Belgium Company Number VAT BE 0505.640.808 RLP Antwerp, division Mechelen

MINUTES OF THE ANNUAL SHAREHOLDERS' MEETING HELD ON 10 MAY 2019

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On 10 May 2019, the annual shareholders' meeting of Biocartis Group NV (the "Company") is held at the offices of the Company at Generaal de Wittelaan 11B, 2800 Mechelen.

OPENING OF THE MEETING

The shareholders' meeting is called to order at 2:00 p.m. by the Chairman of the meeting, Mr. Christian Reinaudo, permanent representative of CRBA Management BVBA, Chairman of the Board of Directors of the Company.

The Chairman notes that, in accordance with applicable law, Dutch is the applicable working language for the meeting. The Chairman invites the persons who are not able to express themselves in Dutch to express themselves in French or English.

COMPOSITION OF THE BUREAU

In accordance with the Company's articles of association, the Chairman of the meeting designates Mr. Tim Vandorpe as secretary of the meeting.

Upon the proposal of the Chairman, the meeting appoints the following person as teller: Mr. Samuel Pasternak. In view of the limited amount of people present at the meeting, only one teller is appointed.

The Chairman of the meeting, the secretary and the teller together constitute the bureau of the annual shareholders' meeting.

In addition, the following directors of the Company are present: Messrs. Herman Verrelst, Roald Borré, and Luc Gijsens, permanent representative of Luc Gijsens BVBA.

DECLARATIONS BY THE CHAIRMAN

The Chairman makes the following declarations with respect to the convening and composition of the meeting.

Agenda

The meeting was convened with the following agenda and proposed resolutions:

1. Reports on the statutory financial statements and on the consolidated financial statements

Submission of, and discussion on: (a) the combined annual report of the Board of Directors on the statutory financial statements and the consolidated financial statements for the financial year ended on 31 December 2018, (b) the report of the statutory auditor on the statutory financial statements for the financial year ended on 31 December 2018, and (c) the report of the statutory auditor on the consolidated financial statements for the financial year ended on 31 December 2018.

2. Approval of the statutory financial statements

Approval of the statutory financial statements for the financial year ended on 31 December 2018, and of the proposed allocation of the result.

Proposed resolution: The annual shareholders' meeting approves the statutory financial statements for the financial year ended on 31 December 2018, as well as the allocation of the result as proposed by the Board of Directors.

3. Consolidated financial statements

Submission of the consolidated financial statements for the financial year ended on 31 December 2018.

4. Discharge from liability of the directors

Proposed resolution: The annual shareholders' meeting grants discharge from liability to each of the directors who was in office during the financial year ended on 31 December 2018, for the performance of their mandate during that financial year.

5. Discharge from liability of the statutory auditor

Proposed resolution: The annual shareholders' meeting grants discharge from liability to the statutory auditor for the performance of its mandate during the financial year ended on 31 December 2018.

6. Remuneration report

Submission of, discussion on and approval of the remuneration report prepared by the Remuneration and Nomination Committee, and included in the annual report of the Board of Directors for the financial year ended on 31 December 2018.

Proposed resolution: The annual shareholders' meeting approves the remuneration report included in the annual report of the Board of Directors for the financial year ended on 31 December 2018.

7. Re-appointment of Roald Borré as director

Taking into account the advice of the Remuneration and Nomination Committee, the Board of Directors recommends that Roald Borré be re-appointed as director of the Company for a term of one year. For further information regarding this proposed director, reference is made to the corporate governance statement included in the annual report of the Board of Directors for the financial year ended on 31 December 2018.

Proposed resolution: Roald Borré is re-appointed as director of the Company for a term of one year, up to and including the closing of the annual shareholders' meeting to be held in 2020 which will have decided upon the financial statements for the financial year ended on 31 December 2019. The mandate of the director shall be remunerated as set out in relation to non-executive directors in the remuneration report included in the annual report of the Board of Directors for the financial year ended

on 31 December 2018, and pursuant to the principles approved by the annual shareholders' meeting held on 11 May 2018.

8. Confirmation of the appointment of Scientia II, LLC, represented by Harry Glorikian, as independent director

On 11 May 2018, Harry Glorikian was appointed as independent director of the Company. On 21 June 2018, Harry Glorikian resigned as director, but at his request Scientia II, LLC, a company controlled by Harry Glorikian, was appointed by the Board of Directors of the Company to replace Harry Glorikian as independent director of the Company. In view hereof, and taking into account the advice of the Remuneration and Nomination Committee, the Board of Directors recommends that the appointment of Scientia II, LLC, represented by Harry Glorikian as permanent representative, be confirmed. It appears from information available to the Company and from information provided by Harry Glorikian that each of Scientia II, LLC and Harry Glorikian satisfy the applicable requirements with respect to independence. For further information as to Harry Glorikian, reference is made to the corporate governance statement included in the annual report of the Board of Directors for the financial year ended on 31 December 2018.

Proposed resolution: The annual shareholders' meeting takes note of the resignation of Harry Glorikian as director of the Company on 21 June 2018 and confirms the appointment of Scientia II, LLC, a limited liability company, represented by Harry Glorikian as permanent representative, as independent director of the Company, within the meaning of Article 526ter of the Belgian Companies Code and provision 2.3 of the Belgian Code on Corporate Governance, for the remainder of the term of Harry Glorikian, being a term up to and including the closing of the annual shareholders' meeting to be held in 2020 which will have decided upon the financial statements for the financial year ended on 31 December 2019. The mandate of the director shall be remunerated as set out in relation to independent directors in the remuneration report included in the annual report of the Board of Directors for the financial year ended on 31 December 2018, and pursuant to the principles approved by the annual shareholders' meeting held on 11 May 2018.

9 Application of Article 556 of the Belgian Companies Code

Proposed resolution: In accordance with Article 556 of the Belgian Companies Code, the annual shareholders' meeting resolves to approve, and to the extent required, ratify all terms and conditions of the warrant plan named "Warrant Plan 2018" that was created by the Board of Directors on 10 September 2018 pursuant to the authorized capital, which grant rights to third parties which could affect the assets of the Company, or could impose an obligation on the Company, where the exercise of those rights is dependent on a public takeover bid on the shares of the Company or a change of control in respect of the Company, including without limitation, the accelerated vesting mechanism in the event a public takeover bid is made on the Company's securities. The annual shareholders' meeting further grants a special power of attorney to each director of the Company, as well as to Mr. Ewoud Welten and Mr. Tim Vandorpe, each acting individually and with the power of substitution, to perform the formalities required by Article 556 of the Belgian Companies Code with respect to this resolution.

Notices Convening the Meeting

The notices convening this annual shareholders' meeting, containing amongst others the agenda and the proposed resolutions and other information, provided for in the Belgian Companies Code, have been published in:

• the Belgian Official Gazette on 8 April 2019
• De Standaard on 9 April 2019

Copies of the publications are submitted to the bureau and initialed by the members of the bureau. These will be kept in the files of the Company together with the minutes of this meeting.

The notices convening the annual shareholders' meeting have also been sent by letter at least thirty (30) calendar days before the date of the meeting to the directors of the Company, the statutory auditor of the Company, the holders of registered shares that have been issued by the Company, and the holders of registered warrants that have been issued by the Company, save for the directors of the Company, the holders of registered shares that have been issued by the Company and the holders of registered warrants that have been issued by the Company who have agreed individually, explicitly and in writing to receive the convening notice by way of e-mail or by any other electronic means, to whom the convening notice was sent at least thirty (30) calendar days before the date of the meeting by way of e-mail or any such other electronic means.

Proof of the convening notice is being submitted to the bureau and initialled by the bureau. The proof will be safeguarded in the Company's files together with the minutes of this meeting.

In addition, as from 9 April 2019, the following documentation has been made available to the public and the holders of securities issued by the Company on the Company's website (www.biocartis.com), as announced by way of press release dated 9 April 2019, as well as at the Company's registered office:

• the convening notice;
• an overview with the total number of outstanding shares and voting rights;
• an attendance form for holders of securities issued by the Company;
• a proxy form to allow holders of shares issued by the Company to be represented at the shareholders' meeting by a proxy-holder;
• a form for voting by mail;
• an explanatory note on the items and proposed resolutions on the agenda; and
• the documents to be submitted to the shareholders' meeting as referred to in the agenda.

The proof will be kept in the files of the Company together with the minutes of this meeting. The Company has not received any requests, in accordance with the Belgian Companies Code, from shareholders who alone or together with other shareholders hold at least 3% of the share capital to put additional items on the agenda of this annual shareholders' meeting and/or to table draft resolutions in relation to items that have been or were to be included in the agenda.

Attendance List

The registration date of the annual shareholders' meeting was Friday, 26 April 2019, at midnight (12.00 a.m., Central European Summer Time). In accordance with the applicable legislation, only persons owning securities issued by the Company on the aforementioned registration date shall be entitled to participate and, as the case may be, vote at the annual shareholders' meeting.

An attendance list has been prepared indicating (i) the identity of the shareholders who participate in the meeting, (ii) the domicile or registered office of such shareholders, (iii) if applicable, the identity of the proxyholders of such shareholders, and (iv) the number of shares with which such shareholders are participating in the voting. The attendance list also indicates the directors who are present at the meeting and whether or not the statutory auditor is present. The attendance list has been signed by the shareholders and the directors, or their proxy-holders.

In addition, a register has been prepared in which for each shareholder having notified its intention to participate to the shareholders' meeting the following information was included: (i) its name and address or registered office, (ii) the number of shares that it owned on the registration date, and (iii) a description of the documents which indicate that it owned the shares on the registration date.

A separate list has been prepared for the shareholders that have validly submitted their votes by mail in accordance with the Belgian Companies Code and the articles of association of the Company, and as set out in the notice convening the annual shareholders' meeting.

The attendance list, the register and the list of the shareholders who have voted by mail are submitted to the bureau, and are subsequently closed, initialed and signed by the members of the bureau. The attendance list, the register, the list of shareholders who have validly voted by mail as well as the votes by mail that have been validly filed with the Company, will be kept in the files of the Company together with the minutes of this meeting.

All holders of securities issued by the Company who are present or represented at the meeting, included in the register and in the aforementioned lists, have complied with the formalities in order to be admitted to the annual shareholders' meeting in accordance with the Company's articles of association and the Belgian Companies Code and as set out in the convening notice.

The certificates which have been filed with respect to dematerialized shares, the letters submitted with respect to registered shares (as the case may be), and the votes by mail and the proxies that have been submitted by the shareholders, will be kept in the files of the Company together with the minutes of this meeting.

Attendance

The Company's share capital amounts to EUR 563,820.88, and is represented by 56,382,088 shares, without nominal value, each representing the same fraction of the Company's share capital. Based on the aforementioned attendance list and the verification of the admission to the annual shareholders' meeting, it appears that 24,030,325 shares in total or 42.62% of the outstanding and existing shares, are present or represented at the meeting.

Voting Rights

In accordance with Article 545 of the Belgian Companies Code, no person can participate in the voting at the shareholders' meeting of the Company for more voting rights than those attached to the securities with respect to which such person has filed a notification in accordance with Article 514 of the Belgian Companies Code and Article 8 of the Company's articles of association at least 20 days prior to the date of the shareholders' meeting. Pursuant to Article 8 of the articles of association of the Company, the relevant thresholds for a notification are 3%, 5%, 10%, 15%, 20% or any further multiple of 5% of the outstanding voting rights. For all of the shareholders present or represented or voting by mail, it is determined that they can participate with all of the shares that they have submitted.

Quorum and Voting

According to the Belgian Companies Code, there is no quorum requirement for the deliberation and voting on the respective items referred to in the aforementioned agenda of the annual shareholders' meeting.

Each of the proposed resolutions under the respective items included in the aforementioned agenda shall be passed if it is approved by a simple majority of the votes validly cast.

Each share is entitled to one vote.

Third Parties Admitted to the Meeting

Apart from the holders of securities who are admitted to the meeting, a number of persons attend the meeting, such as certain members of the staff of the Company. The aforementioned persons have signed an attendance list regarding persons who are not a shareholder or who are a shareholder but have not complied with the formalities to be admitted to the meeting.

VERIFICATION OF THE CONVENING AND COMPOSITION OF THE MEETING

The aforementioned statements by the Chairman are verified and approved by all members of the annual shareholders' meeting. Subsequently, the annual shareholders' meeting determines and confirms that it has been validly convened and is validly constituted, and that it is authorized to deliberate and vote on the items on the agenda of the meeting.

DELIBERATIONS AND VOTING

Upon proposal by the secretary, the meeting begins with the deliberation on the items on the agenda.

Submission of Documentation

The secretary of the meeting submits to the meeting the following documentation that has been mentioned in the first items on the agenda of the meeting:

• the combined annual report of the Board of Directors on the statutory financial statements and the consolidated financial statements for the financial year ended on 31 December 2018, which includes the consolidated financial statements for the financial year ended on 31 December 2018
• the report of the statutory auditor on the statutory financial statements for the financial year ended on 31 December 2018
• the report of the statutory auditor on the consolidated financial statements for the financial year ended on 31 December 2018
• the statutory financial statements of the Company for the financial year ended on 31 December 2018
• the remuneration report

The secretary states that these documents have been made available to the directors, the statutory auditor and the holders of securities issued by the Company in accordance with the Company's articles of association and the Belgian Companies Code. The secretary also states that these documents have been made available to the holders of securities issued by the Company and the public on the Company's website. The documents concerned will be kept in the files of the Company together with the minutes of this meeting.

The meeting takes note of the fact that this documentation has been submitted. The meeting releases the secretary from reading the documentation that has been submitted.

The meeting takes note of the presentation by the CEO and the CFO of the Company in connection with the activities and the financial result of the Company over 2018. The presentation of the CEO and the CFO will be kept in the files of the Company, together with the minutes of this meeting.

Questions

After the aforementioned presentation and explanation, the meeting is given the opportunity to ask questions with respect to the documents that have been submitted to this annual shareholders' meeting and with respect to the items on the agenda of this annual shareholders' meeting. In response to the questions that are asked by the holders of shares issued by the Company with respect to the various items on the agenda of this annual shareholders' meeting and the documents that are submitted to this annual shareholders' meeting, additional explanation is given by the Chairman of the meeting and by the CEO and CFO of the Company.

Deliberations and Voting

Subsequently, upon proposal of the secretary, the meeting proceeds with the deliberation and voting with respect to the respective items on the agenda.

The items on the agenda are separately deliberated upon.

1. Reports on the statutory financial statements and on the consolidated financial statements

Submission of, and discussion on: (a) the combined annual report of the Board of Directors on the statutory financial statements and the consolidated financial statements for the financial year ended on 31 December 2018, (b) the report of the statutory auditor on the statutory financial statements for the financial year ended on 31 December 2018, and (c) the report of the statutory auditor on the consolidated financial statements for the financial year ended on 31 December 2018.

This agenda item requires no further resolution.

2. Approval of the statutory financial statements

Approval of the statutory financial statements for the financial year ended on 31 December 2018, and of the proposed allocation of the result.

After deliberation, the following resolution is passed with a majority of 100%:

The annual shareholders' meeting approves the statutory financial statements for the financial year ended on 31 December 2018, as well as the allocation of the result as proposed by the Board of Directors.

This resolution is passed as follows:

-	votes approving:	22,880,378
-	votes disapproving:	0
-	abstentions:	1,149,947

24,030,325 valid votes have been registered for 56,382,088 shares, which represents 42.62% of the share capital.

3. Consolidated financial statements

Submission of the consolidated financial statements for the financial year ended on 31 December 2018.

This agenda item requires no further resolution.

4. Discharge from liability of the directors

Upon proposal of the Chairman, the meeting decides to vote collectively for all of the directors concerned with respect to this agenda item.

After deliberation, the following resolution is passed with a majority of 92.09%:

The annual shareholders' meeting grants discharge from liability to each of the directors who was in office during the financial year ended on 31 December 2018, for the performance of their mandate during that financial year.

This resolution is passed as follows:

-	votes approving:	20,770,545
-	votes disapproving:	1,783,833
-	abstentions:	1,475,947

24,030,325 valid votes have been registered for 56,382,088 shares, which represents 42.62% of the share capital.

5. Discharge from liability of the statutory auditor

After deliberation, the following resolution is passed with a majority of 98.99%:

The annual shareholders' meeting grants discharge from liability to the statutory auditor for the performance of its mandate during the financial year ended on 31 December 2018.

This resolution is passed as follows:

-	votes approving:	22,327,275
-	votes disapproving:	227,103
-	abstentions:	1,475,947

24,030,325 valid votes have been registered for 56,382,088 shares, which represents 42.62% of the share capital.

6. Remuneration report

Submission of, discussion on and approval of the remuneration report prepared by the Remuneration and Nomination Committee, and included in the annual report of the Board of Directors for the financial year ended on 31 December 2018.

After deliberation, the following resolution is passed with a majority of 59.11%:

The annual shareholders' meeting approves the remuneration report included in the annual report of the Board of Directors for the financial year ended on 31 December 2018.

This resolution is passed as follows:

-	votes approving:	13,525,427
-	votes disapproving:	9,354,951
-	abstentions:	1,149,947

24,030,325 valid votes have been registered for 56,382,088 shares, which represents 42.62% of the share capital.

7. Re-appointment of Roald Borré as director

Taking into account the advice of the Remuneration and Nomination Committee, the Board of Directors recommends that Roald Borré be re-appointed as director of the Company for a term of one year. For further information regarding this proposed director, reference is made to the corporate governance statement included in the annual report of the Board of Directors for the financial year ended on 31 December 2018.

After deliberation, the following resolution is passed with a majority of 97.41%:

Roald Borré is re-appointed as director of the Company for a term of one year, up to and including the closing of the annual shareholders' meeting to be held in 2020 which will have decided upon the financial statements for the financial year ended on 31 December 2019. The mandate of the director shall be remunerated as set out in relation to non-executive directors in the remuneration report included in the annual report of the Board of Directors for the financial year ended on 31 December 2018, and pursuant to the principles approved by the annual shareholders' meeting held on 11 May 2018.

This resolution is passed as follows:

• votes approving: 23,406,743
• votes disapproving: 623,582
• abstentions: 0

24,030,325 valid votes have been registered for 56,382,088 shares, which represents 42.62% of the share capital.

8. Confirmation of the appointment of Scientia II, LLC, represented by Harry Glorikian, as independent director

On 11 May 2018, Harry Glorikian was appointed as independent director of the Company. On 21 June 2018, Harry Glorikian resigned as director, but at his request Scientia II, LLC, a company controlled by Harry Glorikian, was appointed by the Board of Directors of the Company to replace Harry Glorikian as independent director of the Company. In view hereof, and taking into account the advice of the Remuneration and Nomination Committee, the Board of Directors recommends that the appointment of Scientia II, LLC, represented by Harry Glorikian as permanent representative, be confirmed. It appears from information available to the Company and from information provided by Harry Glorikian that each of Scientia II, LLC and Harry Glorikian satisfy the applicable requirements with

respect to independence. For further information as to Harry Glorikian, reference is made to the corporate governance statement included in the annual report of the Board of Directors for the financial year ended on 31 December 2018.

After deliberation, the following resolution is passed with a majority of 98.83%:

The annual shareholders' meeting takes note of the resignation of Harry Glorikian as director of the Company on 21 June 2018 and confirms the appointment of Scientia II, LLC, a limited liability company, represented by Harry Glorikian as permanent representative, as independent director of the Company, within the meaning of Article 526ter of the Belgian Companies Code and provision 2.3 of the Belgian Code on Corporate Governance, for the remainder of the term of Harry Glorikian, being a term up to and including the closing of the annual shareholders' meeting to be held in 2020 which will have decided upon the financial statements for the financial year ended on 31 December 2019. The mandate of the director shall be remunerated as set out in relation to independent directors in the remuneration report included in the annual report of the Board of Directors for the financial year ended on 31 December 2018, and pursuant to the principles approved by the annual shareholders' meeting held on 11 May 2018.

This resolution is passed as follows:

-	votes approving:	23,750,122
-	votes disapproving:	280,203
-	abstentions:	0

24,030,325 valid votes have been registered for 56,382,088 shares, which represents 42.62% of the share capital.

Taking into account the fact that (i) Roald Borré has been reappointed as director by this shareholders' meeting, and (ii) the appointment as director of Scientia II LLC, permanently represented by Harry Glorikian, has been confirmed by this shareholders' meeting, the Board of Directors of the Company at the closing of the shareholders' meeting shall be composed as follows:

• CRBA Management BVBA, permanently represented by Christian Reinaudo, appointed for a term up to and including the annual shareholders' meeting to be held in 2021
• Herman Verrelst, appointed for a term up to and including the annual shareholders' meeting to be held in 2021
• Ann-Christine Sundell, appointed for a term up to and including the annual shareholders' meeting to be held in 2020
• Scientia II LLC, permanently represented by Harry Glorikian, appointed for a term up to and including the annual shareholders' meeting to be held in 2020
• CLSCO BVBA, permanently represented by Leo Steenbergen, appointed for a term up to and including the annual shareholders' meeting to be held in 2020
• Luc Gijsens BVBA, permanently represented by Luc Gijsens, appointed for a term up to and including the annual shareholders' meeting to be held in 2020
• Roald Borré, appointed for a term up to and including the annual shareholders' meeting to be held in 2020.

9. Application of Article 556 of the Belgian Companies Code

After deliberation, the following resolution is passed with a majority of 59.19%:

In accordance with Article 556 of the Belgian Companies Code, the annual shareholders' meeting resolves to approve, and to the extent required, ratify all terms and conditions of the warrant plan named "Warrant Plan 2018" that was created by the Board of Directors on 10 September 2018 pursuant to the authorized capital, which grant rights to third parties which could affect the assets of the Company, or could impose an obligation on the Company, where the exercise of those rights is dependent on a public takeover bid on the shares of the Company or a change of control in respect of the Company, including without limitation, the accelerated vesting mechanism in the event a public takeover bid is made on the Company's securities. The annual shareholders' meeting further grants a special power of attorney to each director of the Company, as well as to Mr. Ewoud Welten and Mr. Tim Vandorpe, each acting individually and with the power of substitution, to perform the formalities required by Article 556 of the Belgian Companies Code with respect to this resolution.

This resolution is passed as follows:

-	votes approving:	13,542,989
-	votes disapproving:	9,337,389
-	abstentions:	1,149,947

24,030,325 valid votes have been registered for 56,382,088 shares, which represents 42.62% of the share capital.

* * *

There being no further business and since no further items were raised, the meeting is adjourned by the Chairman at 3.30 p.m.

These minutes are signed in three original copies by the Chairman of the meeting, the other members of the bureau and the shareholders or their proxy-holders that have requested this.

Signed by:

/signed/ CRBA Management BVBA, represented by Mr. Christian Reinaudo Chairman

/signed/ Mr. Tim Vandorpe Secretary

/signed/ Mr. Samuel Pasternak Teller

Annexes

The documentation set out below has been submitted to the bureau of the annual shareholders' meeting, and has been initialed and/or signed by the members of the bureau (where applicable), and will be kept in the files of the Company together with a copy of the minutes of the meeting.

• (A) Proof of the publication of the convening notice in a nation-wide newspaper and the Belgian Official Gazette
• (B) Attendance list
• (C) Register
• (D) List of shareholders voting by mail
• (E) Compliance with the formalities by the participants to the meeting
  • Certificates that have been submitted with respect to dematerialized shares
  • Letters that have been submitted with respect to registered shares
  • Votes by mail
  • Proxies
• (F) The combined annual report of the Board of Directors on the statutory financial statements and the consolidated financial statements for the financial year ended on 31 December 2018, which includes among others the remuneration report and the consolidated financial statements for the financial year ended on 31 December 2018
• (G) The report of the statutory auditor on the statutory financial statements for the financial year ended on 31 December 2018
• (H) The report of the statutory auditor on the consolidated financial statements for the financial year ended on 31 December 2018
• (I) The statutory financial statements of the Company for the financial year ended on 31 December 2018
• (J) An explanatory note on the items and proposed resolutions on the agenda