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Biocartis Group NV

Declaration of Voting Results & Voting Rights Announcements Jun 5, 2015

3919_mrq_2015-06-05_8a1b5b19-b0b0-4233-a61b-2fe96f0f0325.pdf

Declaration of Voting Results & Voting Rights Announcements

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PRESS RELEASE (Regulated Information)

DISCLOSURE OF OUTSTANDING VOTING SECURITIES

Mechelen, Belgium, June 5 th 2015 – Biocartis Group NV (the "Company" or "Biocartis"), an innovative molecular diagnostics company, announces today in accordance with article 15 of the Belgian Act of 2 May 2007 on disclosure of major shareholdings in issuers shares of which are admitted to trading on a regulated market and laying down miscellaneous provisions (the "Belgian Act") the following information regarding its outstanding share capital and its outstanding voting securities as at 31 May 2015:

  • Total outstanding share capital: EUR 404,483.60;
  • Total outstanding voting securities: 40,448,360 shares;
  • Total outstanding voting rights: 40,448,360 voting rights;
  • Shares that can still be issued: 5,544,063 shares (each share entailing one voting right), of which:
  • − 1,000,000 shares can be issued upon the exercise of 1,000,000 outstanding stock options (each stock option having the form of a warrant) that are still outstanding under the "2013 Plan" for employees, consultants and management members, entitling the holders thereof to acquire one new share per option; (1)
  • − 262,934 shares can be issued upon the exercise of 262,934 outstanding stock options (each stock option having the form of a warrant) that are still outstanding under the "2015 Plan" for employees, consultants, management members and directors, entitling the holders thereof to acquire one new share per option;
  • − 100,000 shares can be issued upon the exercise of 100,000 warrants, called "WHC Warrants", granted to Whitemarsh Capital LLC, a commercial partner of Biocartis, with each warrant exercisable into one share;
  • − 4,181,129 shares can be issued pursuant to a conversion option agreement with Koninklijke Philips N.V. ("Philips") with the Company.(2)

__________

  • (1) Includes 21,000 stock options which have been exercised and which will result in the increase of the Company's share capital and the issuance of 21,000 new shares in the course of June 2015.
  • (2) The conversion option agreement allows Philips to convert certain royalty and other payments due to it up to a maximum 10% of the then outstanding capital of the Company on a fully diluted post-money basis, but only if the Company has not yet made a lump sum payment in lieu of such royalty and other payments, and the conversion can only be exercised by Philips upon the acceptance of the exercise by the Company at its sole discretion. The

Notes:

number of 4,181,129 outstanding shares assumes that all outstanding warrants (entailing the issue of up to 1,362,934 new shares) have been exercised, it being understood that the actual number of shares issuable depends on a number of factors.

Pursuant to the Belgian Act and the articles of association of the Company, a notification to the Company and the Belgian Financial Services and Markets Authority (FSMA) is required by all natural and legal persons in each case where the percentage of voting rights attached to the securities held by such persons in the Company reaches, exceeds or falls below the threshold of 3%, 5%, 10%, and every subsequent multiple of 5%, of the total number of voting rights in the Company.

Biocartis Rudi Pauwels, CEO/Hilde Windels, CFO +32 15 632 600 [email protected]

Consilium Strategic Communications Amber Bielecka/Jessica Hodgson/Chris Welsh/Laura Thornton +44 (0) 203 709 5701 (London, UK) [email protected]

About Biocartis

Biocartis (Euronext Brussels: BCART) is an innovative molecular diagnostics (MDx) company providing next generation diagnostic solutions aimed at improving clinical practice for the benefit of patients, clinicians, payers and industry. The Company's proprietary MDx Idylla™ platform is a fully automated, real-time PCR (Polymerase Chain Reaction) system that offers accurate, highly reliable molecular information from virtually any biological sample in virtually any setting. Idylla™ addresses the growing demand for personalized medicine by allowing fast and effective treatment selection and treatment progress monitoring.

Biocartis launched the Idylla™ platform commercially in September 2014 together with its first assay to identify BRAF mutations in metastatic melanoma. Biocartis is developing and marketing a rapidly expanding test menu addressing key unmet clinical needs in oncology and infectious diseases. These areas represent respectively the fastest growing and largest segments of the MDx market worldwide.

Further information can be found at: www.biocartis.com

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