Pre-Annual General Meeting Information • Apr 20, 2020
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer

Mechelen, Belgium, 20 April 2020 – On 7 April 2020, Biocartis Group NV (the 'Company' or 'Biocartis'), an innovative molecular diagnostics company (Euronext Brussels: BCART), published its convening notice for the annual and extraordinary shareholders' meetings of the Company that will be held on 8 May 2020. On 9 April 2020, the Belgian Royal Decree no. 4 containing various provisions regarding co-ownership and the law on companies and associations in the framework of the fight against the Covid-19 pandemic was published.
Using the possibility offered by the aforementioned Royal Decree no. 4, and in order to protect the health of individual securities holders and the employees of the Company and others who are responsible for organizing the shareholders' meetings, the Board of Directors of the Company has decided to hold the annual and extraordinary shareholders' meetings behind closed doors without physical presence of the holders of securities of the Company, their proxyholders or others who have the right to attend the shareholders' meetings. This entails that:
The modalities of the aforementioned ways to participate in the annual and extraordinary shareholders' meetings are set out in the revised convening notice and relevant forms to vote by mail or by proxy. These documents can be consulted on the Company's website.
The Board of Directors would like to thank the securities holders for their understanding and cooperation.
--- END ---
Renate Degrave Head of Corporate Communications & Investor Relations Biocartis e-mail [email protected] tel +32 15 631 729 mobile +32 471 53 60 64 @Biocartis\_ www.linkedin.com/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. Biocartis' proprietary MDx Idylla™ platform is a fully automated sample-to-result, real-time PCR (Polymerase Chain Reaction) system that offers accurate, highly reliable molecular information from virtually any biological sample in virtually any setting. Biocartis is developing and marketing a continuously expanding test menu addressing key unmet clinical needs, with a focus in oncology. This represents the fastest growing segment of the MDx market worldwide. Today, Biocartis offers tests supporting melanoma, colorectal and lung cancer. More information: www.biocartis.com. Follow us on Twitter: @Biocartis.
Biocartis and Idylla™ are registered trademarks in Europe, the United States and other countries. The Biocartis and Idylla™ trademark and logo are used trademarks owned by Biocartis. This press release is not for distribution, directly or indirectly, in any jurisdiction where to do so would be unlawful. Any persons reading this press release should inform themselves of and observe any such restrictions. Biocartis takes no responsibility for any violation of any such restrictions by any person. Please refer to the product labeling for applicable intended uses for each individual Biocartis product. This press release does not constitute an offer or invitation for the sale or purchase of securities in any jurisdiction. No securities of Biocartis may be offered or sold in the United States of America absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended.
Certain statements, beliefs and opinions in this press release are forward-looking, which reflect the Company's or, as appropriate, the Company directors' or managements' current expectations and projections concerning future events such as the Company's results of operations, financial condition, liquidity, performance, prospects, growth, strategies and the industry in which the Company operates. By their nature, forward-looking statements involve a number of risks, uncertainties, assumptions and other factors that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties, assumptions and factors could adversely affect the outcome and financial effects of the plans and events described herein. A multitude of factors including, but not limited to, changes in demand, competition and technology, can cause actual events, performance or results to differ significantly from any anticipated development. Forwardlooking statements contained in this press release regarding past trends or activities are not guarantees of future performance and should not be taken as a representation that such trends or activities will continue in the future. In addition, even if actual results or developments are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in future periods. No representations and warranties are made as to the accuracy or fairness of such forward-looking statements. As a result, the Company expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements in this press release as a result of any change in expectations or any change in events, conditions, assumptions or circumstances on which these forward-looking statements are based, except if specifically required to do so by law or regulation. Neither the Company nor its advisers or representatives nor any of its subsidiary undertakings or any such person's officers or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor does either accept any responsibility for the future accuracy of the forward-looking statements contained in this press release or the actual occurrence of the forecasted developments. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release.

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
to be held on Friday 8 May 2020 at 2:00 p.m. CEST
The Board of Directors of Biocartis Group NV (the "Company") has the honor to invite the shareholders, holders of subscription rights, convertible bond holders, directors and statutory auditor of the Company to the annual and extraordinary shareholders' meetings of the Company.
Date, hour and venue: The annual and extraordinary shareholders' meetings will be held on Friday 8 May 2020 at 2:00 p.m. CEST, at the offices of the Company at Generaal de Wittelaan 11B, 2800 Mechelen, Belgium, or at such other place as will be indicated at that place at that time. There is no attendance quorum requirement for the annual shareholders' meeting. There is, however, an attendance quorum requirement for the items on the agenda of the extraordinary shareholders' meeting (see also below under "—Extraordinary Shareholders' Meeting"). If the attendance quorum for the items on the agenda of the extraordinary shareholders' meeting were not reached, a second extraordinary shareholders' meeting will be held for these items on Tuesday 9 June 2020 at 10:00 a.m. CEST at the offices of the Company at Generaal de Wittelaan 11B, 2800 Mechelen, Belgium, or at such other place as will be indicated at that place at that time, unless, as the case may be, decided otherwise on behalf of the Board of Directors.
In light of the measures of the Belgian government in the fight against the spread of the corona virus and the Covid-19 pandemic, the Board of Directors of the Company has decided, in accordance with the Belgian Royal Decree no. 4 containing various provisions regarding co-ownership and the law on companies and associations in the framework of the fight against the Covid-19 pandemic, to hold the annual and extraordinary shareholders' meetings behind closed doors without physical presence of the holders of securities of the Company, their proxyholders or others who have the right to attend the shareholders' meetings. Hence, the shareholders of the Company can exercise their voting rights only by way of a vote by mail or by proxy to the chairman of the Board of Directors. Moreover, holders of securities of the Company can only exercise their right to ask questions related to the items on the agenda of the general shareholders' meetings in writing. The modalities of the aforementioned ways to participate in the annual and extraordinary shareholders' meetings are set out in this convening notice and in the relevant forms to vote by mail or by proxy.
Agenda and proposed resolutions: The agenda and proposed resolutions of the annual shareholders' meeting of the Company, which, as the case may be, can be amended at the meeting on behalf of the Board of Directors, are as follows:
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 2019, (b) the report of the statutory auditor on the statutory financial statements for the financial year ended on 31 December 2019, and (c) the report of the statutory auditor on the consolidated financial statements for the financial year ended on 31 December 2019.
Approval of the statutory financial statements for the financial year ended on 31 December 2019, 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 2019, as well as the allocation of the result as proposed by the Board of Directors.
Submission of the consolidated financial statements for the financial year ended on 31 December 2019.
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 2019, for the performance of his or her mandate during that financial year.
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 2019.
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 2019.
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 2019.
Taking into account the recommendation of the Remuneration and Nomination Committee, the Board of Directors recommends that Ann-Christine Sundell and Luc Gijsens BV, represented by Luc Gijsens as permanent representative, be re-appointed as independent directors of the Company for a term of two years, and that Roald Borré be re-appointed as director of the Company for a term of two years. For further information regarding these proposed directors, 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 2019.
Based on information made available by respectively Ann-Christine Sundell and Luc Gijsens BV, permanently represented by Luc Gijsens, it appears that respectively Ann-Christine Sundell and each of Luc Gijsens BV and Luc Gijsens, satisfy the applicable requirements in order to be appointed as independent directors in accordance with Article 7:87 of the Belgian Code of Companies and Associations and provision 3.5 of the Belgian Corporate Governance Code 2020.
Proposed resolutions:
Taking into account the recommendation of the Remuneration and Nomination Committee, the Board of Directors recommends that Christine Kuslich be appointed as independent director of the Company for a
term of two years. For further information regarding this proposed director, reference is made to the explanatory note prepared by the Board of Directors.
Based on information made available by Christine Kuslich, it appears that Christine Kuslich satisfies the applicable requirements in order to be appointed as independent director in accordance with Article 7:87 of the Belgian Code of Companies and Associations and provision 3.5 of the Belgian Corporate Governance Code 2020.
Proposed resolution: Christine Kuslich is appointed as independent director of the Company within the meaning of Article 7:87 of the Belgian Code of Companies and Associations and provision 3.5 of the Belgian Corporate Governance Code 2020, for a term of two years, up to and including the closing of the annual shareholders' meeting to be held in 2022 which will have decided upon the financial statements for the financial year ended on 31 December 2021. The mandate of this 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 2019, provided that the attendance fee for this director shall be increased, as the case may be, with a fee for travel time of EUR 2,500 per meeting of the Board of Directors attended in person, in accordance with Biocartis' remuneration policy and practices.
Approval of the increase of the remuneration of the statutory auditor for its audit for the financial years ended 31 December 2019 and 31 December 2020. This increase results from the fact that the scope of the audit activities performed by the statutory auditor was broadened as a result of the growing business of the group.
Proposed resolution: The annual shareholders' meeting resolves to increase the annual remuneration of the statutory auditor from EUR 120,000 (exclusive of expenses and VAT), as approved by the annual shareholders' meeting of 11 May 2018, to EUR 137,000 (exclusive of expenses and VAT) for the audit of the statutory annual accounts, the consolidated annual accounts and the interim reporting of the group for the financial years ended 31 December 2019 and 31 December 2020. This increase results from the fact that the scope of the audit activities performed by the statutory auditor was broadened as a result of the growing business of the group.
Acknowledgement of the change from Mr. Gert Vanhees to Mr. Nico Houthaeve as the permanent representative of Deloitte Bedrijfsrevisoren CVBA, Gateway Building, Luchthaven Nationaal, 1J, 1930 Zaventem, Belgium, statutory auditor of the Company. This change will enter into effect immediately for the remaining duration of the current mandate of the statutory auditor.
Agenda and proposed resolutions: The agenda and proposed resolutions of the extraordinary shareholders' meeting of the Company, which, as the case may be, can be amended at the meeting on behalf of the Board of Directors, are as follows:
1. Submission of the special report of the Board of Directors in accordance with Article 7:199 of the Belgian Code of Companies and Associations relating to the proposal to renew the authorized capital
Consideration, discussion and submission of the special report of the Board of Directors in accordance with Article 7:199 of the Belgian Code of Companies and Associations relating to the proposal to renew the powers granted to the Board of Directors under the authorized capital, as set out below in item 2 of the agenda of the extraordinary shareholders' meeting, and setting out the specific circumstances in which the Board of Directors will be able to use its powers under the authorized capital, and the purposes that it should pursue.
2. Renewal of the authorization to the Board of Directors to increase the share capital within the framework of the authorized capital by up to 75% of the share capital
Proposed resolution: The extraordinary shareholders' meeting resolves to renew the authorization to the Board of Directors to increase the share capital in one or several times, during a period of five (5) years as from the publication in the Annexes to the Belgian Official Gazette of this authorization, with an aggregate amount equal to up to 75% of the current amount of the share capital of the Company, and this in accordance with the terms and conditions set forth in the special report of the Board of Directors prepared in accordance with Article 7:199 of the Belgian Code of Companies and Associations, as referred to in agenda item 1 of this extraordinary shareholders' meeting. Consequently, the extraordinary shareholders' meeting resolves to delete Article 10 "Authorized capital" of the articles of association of the Company entirely and to replace it with the following text (whereby the date referred to in the sub-section between square brackets shall be the date of the general shareholders' meeting approving the renewed authorized capital):
The board of directors may increase the share capital of the company in one or several times with a maximum amount of € 422,865.66, i.e. 75% of the share capital at the time of the convening of the shareholders' meeting granting this authorization.
The board of directors may increase the share capital by contributions in cash or in kind, by capitalization of reserves, whether available or unavailable for distribution, and capitalization of issue premium, with or without the issue of new shares. The board of directors may use this authorization for the issue of convertible bonds, share options or subscription rights, bonds with subscription rights or other securities. This authorization is valid for a period of five years as from the date of publication in the Annexes to the Belgian Official Gazette of an extract of the minutes of the extraordinary shareholders' meeting of the company held on [date].
In the event of a capital increase decided by the board of directors pursuant to the authorized capital, all booked issue premiums, if any, shall be booked in accordance with these articles of association.
The board of directors is authorized, when exercising its powers under the authorized capital, to restrict or cancel the statutory preferential subscription right of the shareholders (in accordance with Article 7:190 and following of the Belgian Code of Companies and Associations) in the interest of the company. This restriction or cancellation of the preferential subscription right can also be done in favor of members of the personnel of the company or of its subsidiaries or in favor of one or more persons, other than members of the personnel of the company or of its subsidiaries.
Every member of the board of directors, the company secretary and every person specifically authorized by the board of directors or by the managing director of the company, acting individually and with the right of substitution, is authorized to amend the articles of association, after each capital increase within the framework of the authorized capital, in order to bring them in conformity with the new situation of the share capital and shares."
Proposed resolution: The extraordinary shareholders' meeting resolves to amend and restate the articles of association of the Company in accordance with the proposed draft of the articles of association that is attached to the explanatory note that has been prepared by the Board of Directors pursuant to Article 7:129, §3, 4° of the Belgian Code of Companies and Associations and which is available on the Company's website, with a view to:
Attendance quorum: There is no attendance quorum requirement for the deliberation and voting on the agenda items referred to in the aforementioned agenda of the annual shareholders' meeting. According to the Belgian Code of Companies and Associations, 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 the agenda items 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.
Voting and majority: Subject to applicable legal provisions, each share shall have one vote. In accordance with applicable law, the proposed resolutions referred to in the aforementioned agenda of the annual shareholders' meeting shall be passed if they are approved by a simple majority of the votes validly cast by the shareholders, and the proposed resolutions referred to in the 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. Pursuant to Article 7:135 of the Belgian Code of Companies and Associations, the holders of subscription rights and the holders of convertible bonds have the right to participate in the shareholders' meetings, but only with an advisory vote.
Introduction: Holders of securities issued by the Company who wish to participate in the annual and extraordinary shareholders' meetings of the Company should take into account the formalities and procedures described below. Registration date: The registration date for the annual and extraordinary shareholders' meetings shall be Friday 24 April 2020, at midnight (12:00 a.m., Belgian time). Only persons owning securities issued by the Company on Friday 24 April 2020, at midnight (12:00 a.m., Belgian time) shall be entitled to participate in and, as the case may be, vote at the annual and extraordinary shareholders' meetings. Only shareholders are entitled to vote. The holders of subscription rights and the holders of convertible bonds issued by the Company can participate in the annual and extraordinary shareholders' meetings but only with an advisory vote. Shareholders, holders of subscription rights and holders of convertible bonds must satisfy the formalities that are described under "—Participation in the meeting".
Participation in the meeting: In order to be able to participate in the annual and extraordinary shareholders' meetings, a holder of securities issued by the Company must satisfy two conditions: (a) be registered as holder of such securities on the registration date and (b) notify the Company, as described below.
Voting by mail: The shareholders can vote by mail in accordance with Article 35 of the Company's articles of association. Votes by mail must be cast by means of the form prepared by the Company. The voting by mail form can be obtained on the Company's website (www.biocartis.com). The voting by mail form must be signed in writing or electronically. The electronic signature must be a qualified electronic signature in the sense of Regulation (EU) 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 an electronic signature that complies with the conditions set out in Article 1322 of the Belgian Civil Code. Signed voting by mail forms must reach the Company by mail at its registered office (Generaal de Wittelaan 11B, 2800 Mechelen, Belgium, Attention: Tim Vandorpe, General Counsel) or by e-mail at [email protected] at the latest on the fourth calendar day prior to the annual and extraordinary shareholders' meetings, i.e. on or before Monday 4 May 2020 at the latest. A shareholder who wishes to vote by mail must in any case comply with the formalities to attend the meeting as explained under "—Participation in the meeting".
Representation by proxy: Holders of securities can participate in the meeting and vote, as applicable, through a proxy to the chairman of the Board of Directors of the Company. Proxy forms can be obtained on the Company's website (www.biocartis.com). The proxy must be signed in handwriting or electronically. The electronic signature must meet the same requirements as the electronic signature for the voting by mail form (see also "—Voting by mail"). Signed proxies must reach the Company by mail at its registered office (Generaal de Wittelaan 11B, 2800 Mechelen, Belgium, Attention: Tim Vandorpe, General Counsel) or by e-mail at [email protected] at the latest on the fourth calendar day prior to the annual and extraordinary shareholders' meetings, i.e. on or before Monday 4 May 2020 at the latest. Holders of securities who wish to be represented by proxy must in any case comply with the formalities to attend the meeting, as explained under "—Participation in the meeting".
Amendments to the agenda and additional proposed resolutions: Shareholders who alone or together with other shareholders hold at least 3% of the share capital of the Company have the right to put additional items on the agenda of the annual and extraordinary shareholders' meetings and to table draft resolutions in relation to items that have been or are to be included in the agenda. Shareholders wishing to exercise this right must prove on the date of their request that they own at least 3% of the outstanding shares. The ownership must be based, for dematerialized shares, on a certificate issued by the applicable settlement institution for the shares concerned, or by a certified account holder, confirming the number of shares that have been registered in the name of the relevant shareholders and, for registered shares, on a certificate of registration of the relevant shares in the share register book of the Company. In addition, the shareholder concerned must, in any case, comply with the formalities to attend the meeting, as explained under "—Participation in the meeting", with at least 3% of the outstanding shares. A request to put additional items on the agenda and/or to table draft resolutions must be submitted in writing, and must contain, in the event of an additional agenda item, the text of the agenda item concerned and, in the event of a draft resolution, the text of the draft resolution. The request must also mention the mail or e-mail address to which the Company will send the confirmation of receipt of the request. The request must reach the Company by mail at its registered office (Generaal de Wittelaan 11B, 2800 Mechelen, Belgium, Attention: Tim Vandorpe, General Counsel) or by e-mail at [email protected] at the latest on the twenty-second calendar day prior to the annual and extraordinary shareholders' meetings, i.e. on or before Thursday 16 April 2020 at the latest. In case of amendments to the agenda and proposed additional resolutions as aforementioned, the Company will publish an amended agenda with, as the case may be, additional agenda items and additional draft resolutions no later than on the fifteenth calendar day prior to the annual and extraordinary shareholders' meetings, i.e. on or before Thursday 23 April 2020 at the latest. In addition, the Company shall make amended forms available for votes by mail and representation by proxy. Proxies and votes by mail that reach the Company prior to the publication of an amended agenda remain valid for the agenda items to which the proxies and votes by mail apply, subject, however, to applicable law and the further clarifications set out on the proxy form and voting by mail form.
Right to ask questions: Each holder of securities issued by the Company has the right to ask written questions to the directors and statutory auditor of the Company related to items on the agenda of the general shareholders' meetings. Written questions must reach the Company by mail at its registered office (Generaal de Wittelaan 11B, 2800 Mechelen, Belgium, Attention: Tim Vandorpe, General Counsel) or by e-mail at [email protected] at the latest on the fourth calendar day prior to the annual and extraordinary shareholders' meetings, i.e. on or before Monday 4 May 2020 at the latest. Written questions will be answered in writing and these answers will be published on the website of the Company, in accordance with applicable law. In addition, in order for written questions to be considered, the shareholders who submit the written questions concerned must comply with the formalities to attend the meeting, as explained under "—Participation in the meeting".
The Company is responsible for the processing of personal data it receives from, or collects about, holders of securities issued by the Company and proxy holders in the context of general shareholders' meetings. The processing of such data will be carried out for the purposes of the organisation and conduct of the relevant general shareholders' meeting, including the convening notices, registrations, attendance and voting, as well as for maintaining lists or registers of security holders, and the analysis of the investor and security holder base of the Company. The data include, amongst others, identification data, the number and nature of securities of a holder of securities issued by the Company, proxies and voting instructions. This data may also be transferred to third parties for the purposes of assistance or services to the Company in connection with the foregoing. The processing of such data will be carried out, mutatis mutandis, in accordance with the Biocartis Privacy Policy, available on the Company's website (https://investors.biocartis.com/en/privacy-policy). The Company draws the attention of the holders of securities issued by the Company and proxy holders to the description of the rights they may have as data subjects, such as, among others, the right to access, the right to rectify and the right to object to processing, which are outlined in the section 'YOUR RIGHTS' of the aforementioned Privacy Policy. All this does not affect the rules that apply in connection with the registration and participation to the general shareholders' meeting. To exercise rights as a data subject and for all other information regarding the processing of personal data by or on behalf of the Company, the Company can be contacted by e-mail at [email protected].
The following documentation is available on the Company's website (https://investors.biocartis.com/en): the convening notice for the annual and extraordinary shareholders' meetings, the agenda and proposed resolutions or, if no resolutions are proposed, a commentary by the Board of Directors, updates of the agenda and proposed resolutions, in case of amendments to the agenda and proposed resolutions, the documents to be submitted to the annual and extraordinary shareholders' meetings as referred to in the agenda of the meetings, the voting by mail form, and the proxy form. The aforementioned website also mentions the total number of outstanding shares and voting rights of the Company.
THIS DOCUMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES, SUBSCRIPTION RIGHTS OR OTHER SECURITIES OF BIOCARTIS GROUP NV. THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.