Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Biocartis Group NV Proxy Solicitation & Information Statement 2021

Apr 13, 2021

3919_rns_2021-04-13_f8737ee1-ae4c-444d-a3e3-f839e7d42533.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

{0}------------------------------------------------

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

CONVENING NOTICE

ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETINGS

to be held on Friday 14 May 2021 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 shareholders' meeting of the Company. After the agenda of the annual shareholders' meeting has been treated, the meeting will be shortly suspended in order to be continued as an extraordinary shareholders' meeting before a notary public.

GENERAL INFORMATION

Date, hour and venue: The annual and extraordinary shareholders' meetings will be held on Friday 14 May 2021 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 Friday 4 June 2021 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.

Opening of the doors: In order to facilitate the keeping of the attendance list on the day of the annual and extraordinary shareholders' meetings, the holders of securities issued by the Company and their representatives are invited to register as from 1:30 p.m. CEST.

In light of the COVID-19 pandemic, it is currently envisaged that the measures imposed by the Belgian government to deal with this pandemic, such as the limitations on the number of people attending gatherings and the obligation to guarantee a distance of 1.5 meters between each person, may still be in effect on 14 May 2021, the date of the Company's annual and extraordinary shareholders' meetings. These measures are in the interest of the health of individual securities holders, as well as of the employees of the Company and others who are responsible for organizing the shareholders' meetings. Furthermore, it cannot be excluded that the Belgian government will impose additional measures. Hence, the Company recommends that the shareholders of the Company who wish to participate to the shareholders' meetings make use, as much as possible, of the right to vote through voting by mail or by proxy to the chairman of the Board of Directors, and do not attend the shareholders' meetings in person. The Company will grant access to the meeting to securities holders, proxy holders and other persons only to the extent permitted in light of the measures taken or to be taken by the authorities as applicable on the date of the meetings, and always taking into account the recommendations of the authorities, and health and safety considerations. Moreover, holders of securities of the Company are encouraged to exercise their right to ask questions related to the items on the agenda of the 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. The Company will also set up a video conference to allow those holders of securities of the Company who have duly registered for the annual and extraordinary shareholders' meetings and who have duly completed and returned the form 'Attendance Form for Securities Holders' to the Company to follow the meeting remotely and ask questions during the meetings. The video conference will not qualify as an electronic communication tool to attend and vote at the shareholders' meetings as referred to in Article 7:137 of the Belgian Code of Companies and Associations, but will be an extra facility for securities holders to follow the shareholders' meetings. The Company will monitor the situation and

{1}------------------------------------------------

applicable measures closely, and may provide further updates that are relevant or have an impact on the shareholders' meetings on the Biocartis website (https://investors.biocartis.com/en/shareholders).

ANNUAL SHAREHOLDERS' MEETING

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 2020, (b) the report of the statutory auditor on the statutory financial statements for the financial year ended on 31 December 2020, and (c) the report of the statutory auditor on the consolidated financial statements for the financial year ended on 31 December 2020.

2. Approval of the statutory financial statements

Approval of the statutory financial statements for the financial year ended on 31 December 2020, 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 2020, 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 2020.

4. Discharge from liability of the directors

Proposed resolution: The annual shareholders' meeting grants discharge from liability to each of the directors (including each of the former directors) who was in office during the financial year ended on 31 December 2020, for the performance of his or her 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 2020.

6. Remuneration policy

Submission of, discussion on and approval of the remuneration policy prepared by the Remuneration and Nomination Committee, and approved by the Board of Directors.

Proposed resolution: The annual shareholders' meeting approves the remuneration policy.

7. 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 2020.

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 2020.

8. Re-appointment of a director

Taking into account the recommendation of the Remuneration and Nomination Committee, the Board of Directors recommends that Herman Verrelst, Chief Executive Officer of the Company, be re-appointed as

{2}------------------------------------------------

director of the Company for a term of four years. 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 2020.

Proposed resolution: Herman Verrelst is re-appointed as director of the Company for a term of four years, up to and including the closing of the annual shareholders' meeting to be held in 2025 which will have decided upon the financial statements for the financial year ended on 31 December 2024. While Herman Verrelst's mandate as Chief Executive Officer shall be remunerated, his mandate as director shall not be remunerated.

9. Appointment of a director

On 11 May 2018, CRBA Management BV, permanently represented by Christian Reinaudo, was appointed as an independent director of the Company. With effect as of 26 January 2021, CRBA Management BV, permanently represented by Christian Reinaudo, resigned as director, but at its request Christian Reinaudo was appointed as independent director by the Board of Directors of the Company to replace CRBA Management BV, permanently represented by Christian Reinaudo, as independent director of the Company, up to and including the closing of the annual shareholders' meeting to be held in 2021. Taking into account the recommendation of the Remuneration and Nomination Committee, the Board of Directors recommends that Christian Reinaudo be appointed as independent director of the Company for a term of three years. 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 2020.

Based on information made available by Christian Reinaudo, it appears that Christian Reinaudo 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: Christian Reinaudo is appointed as independent director of the Company 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 for a term of three years, up to and including the closing of the annual shareholders' meeting to be held in 2024 which will have decided upon the financial statements for the financial year ended on 31 December 2023. The mandate of this director shall be remunerated as set out in relation to independent directors in the Company's remuneration policy and the remuneration report included in the annual report of the Board of Directors for the financial year ended on 31 December 2020 (subject to the resolution under agenda item 10 below).

10. Remuneration of directors

Taking into account the recommendation of the Remuneration and Nomination Committee and the fact that all Board meetings are currently held remotely because of the COVID-19 pandemic (whereas normally the regular Board meetings are held in person), the Board of Directors recommends that a change is made to the remuneration of the directors as approved by the annual shareholders' meeting of 11 May 2018, namely that Board members will be entitled to an attendance fee of EUR 3,000 for the regular Board meetings (irrespective of whether such meetings are held physically or virtually), and to an attendance fee of EUR 1,500 for ad hoc Board meetings with a more limited agenda, while keeping the other elements of the remuneration of the directors as approved by the annual shareholders' meeting of 11 May 2018 unchanged.

Proposed resolution: The annual shareholders' meeting resolves to approve that Board members will be entitled to an attendance fee of EUR 3,000 for the regular Board meetings (irrespective of whether such meetings are held physically or virtually), and to an attendance fee of EUR 1,500 for ad hoc Board meetings with a more limited agenda, while keeping the other elements of the remuneration of the directors as approved by the annual shareholders' meeting of 11 May 2018 unchanged.

11. Remuneration of the statutory auditor for financial year ended on 31 December 2020

Proposed resolution: The annual shareholders' meeting resolves to approve the increase of the annual remuneration of the statutory auditor from EUR 137,000 (exclusive of expenses and VAT), as approved by the annual shareholders' meeting of 8 May 2020, to EUR 142,185 (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 year ended on 31 December 2020. This increase results from the fact that the

{3}------------------------------------------------

scope of the audit activities performed by the statutory auditor was broadened as a result of the growing business of the group.

12. Re-appointment of statutory auditor and determination of statutory auditor's remuneration

Proposed resolution: Upon recommendation of the Company's Audit committee, and in line with the Audit committee's preference, the shareholders' meeting resolves: (i) to re-appoint Deloitte Bedrijfsrevisoren CVBA, Gateway Building, Luchthaven Nationaal, 1J, 1930 Zaventem, Belgium, represented by Mr. Nico Houthaeve, as statutory auditor of the Company, for a period of three years up to and including the closing of the annual shareholders' meeting to be held in 2024 which will have decided upon the financial statements for the financial year ended on 31 December 2023, and (ii) to determine the annual remuneration of the statutory auditor at EUR 142,185 for the audit of the statutory and the consolidated accounts of the group. This amount is exclusive of expenses and VAT, and is subject to an annual indexation as from 2022.

EXTRAORDINARY SHAREHOLDERS' MEETING

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, submission and discussion 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 subsection between square brackets shall be the date of the general shareholders' meeting approving the renewed authorized capital):

"Article 10: Authorized capital

The board of directors may increase the share capital of the company in one or several times with a maximum amount of € 431,592.47, 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].

{4}------------------------------------------------

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."

3. Change of the date of the annual shareholders' meeting and amendment and restatement of the articles of association of the Company to reflect this change in the articles of association

Proposed resolution: The extraordinary shareholders' meeting resolves to amend the first two sentences of Article 27 (Annual, special and extraordinary general shareholders' meeting) of the Company's articles of association as follows:

"The annual general shareholders' meeting shall be held on the second Friday of the month of May at 2 p.m. If this day or the preceding day is a public holiday, the meeting will be held on the Wednesday of that week at 2 p.m."

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 attend the shareholders' meetings, but only with an advisory vote.

PARTICIPATION IN THE MEETINGS

Introduction: Holders of securities issued by the Company who wish to participate to 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 30 April 2021, at midnight (12:00 a.m., CEST). Only persons owning securities issued by the Company on Friday 30 April 2021, at midnight (12:00 a.m., CEST) 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 attend 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 meetings".

{5}------------------------------------------------

Participation in the meetings: 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.

  • (a) Registration: Firstly, the right for a holder of securities issued by the Company to participate in and, as applicable, to vote at the annual and extraordinary shareholders' meetings is only granted on the basis of the registration of the securities concerned, on the aforementioned registration date at midnight, via registration, in the applicable register book for the securities concerned (for registered securities) or in the accounts of a certified account holder or relevant settlement institution for the securities concerned (for dematerialized securities).
  • (b) Notification: Secondly, in order to be admitted to the annual and extraordinary shareholders' meetings, the holders of securities issued by the Company must notify the Company that they want to participate in the meetings, and must do so prior to or at the latest on Saturday 8 May 2021. The holders of securities that wish to make such notification must make use of the registration notice form that can be obtained at the Company's registered office and on the Company's website (https://investors.biocartis.com/en/shareholders). The notice 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 sixth calendar day prior to the annual and extraordinary shareholders' meetings, i.e. on or before Saturday 8 May 2021 at the latest. For the holders of dematerialized securities the notice should include a certificate confirming the number of securities that have been registered in their name on the registration date. The certificate can be obtained by the holder of the dematerialized securities with a certified account holder or the applicable settlement institution for the securities concerned.

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 at the Company's registered office and on the Company's website (www.biocartis.com). The voting by mail form must be signed in handwriting or electronically. If the possibility to sign the voting by mail form electronically is used, it must be an electronic signature within the meaning of Article 3.10 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 a qualified electronic signature within the meaning of Article 3.12 of the same Regulation. 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 sixth calendar day prior to the annual and extraordinary shareholders' meetings, i.e. on or before Saturday 8 May 2021 at the latest. A shareholder who wishes to vote by mail must in any case comply with the formalities to attend the meetings as explained under "—Participation in the meetings".

Representation by proxy: Holders of securities can attend the meetings and vote, as applicable, through a proxy holder. Proxy forms can be obtained at the Company's registered office and 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 sixth calendar day prior to the annual and extraordinary shareholders' meetings, i.e. on or before Saturday 8 May 2021 at the latest. The appointment of a proxy holder must be made in accordance with the applicable rules of Belgian law, including in relation to conflicts of interest and the keeping of a register. 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 meetings".

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. If the required attendance quorum for the items on the agenda of the extraordinary shareholders' meeting is not reached and a second extraordinary shareholders' meeting is convened to deliberate and vote on such items, this right will not apply in relation to the agenda of the second extraordinary shareholders' meeting. 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

{6}------------------------------------------------

attend the meetings, as explained under "—Participation in the meetings", 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 email 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 22 April 2021 at the latest. In case of amendments to the agenda and additional proposed 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 29 April 2021 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 questions to the directors and statutory auditor of the Company related to items on the agenda of a general shareholders' meeting. Questions can be asked during the meeting or can be submitted in writing prior to the meeting. 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 sixth calendar day prior to the annual and extraordinary shareholders' meetings, i.e. on or before Saturday 8 May 2021 at the latest. Written and oral questions will be answered during the meetings 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 meetings, as explained under "—Participation in the meetings".

Access to the meeting room: The natural persons who attend the annual and extraordinary shareholders' meetings in their capacity as owner of securities, holder of proxies or representative of a legal entity must be able to provide evidence of their identity in order to be granted access to the meeting room. In addition, the representatives of legal entities must hand over the documents establishing their capacity as corporate representative or attorney-in-fact. These documents will be verified immediately before the start of the meetings.

DATA PROTECTION

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' meetings, including the convening notices, registrations, attendance and voting, as well as for maintaining lists or registers of securities 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' meetings. 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].

AVAILABLE INFORMATION

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 meeting, the registration notice, the voting by mail form, and the proxy form. Prior to the annual and extraordinary shareholders' meetings, holders of securities of the Company can also obtain at the registered office of the Company (Generaal de Wittelaan

{7}------------------------------------------------

11B, 2800 Mechelen, Belgium), free of cost, a copy of this documentation. The aforementioned website also mentions the total number of outstanding shares and voting rights of the Company.

On behalf of the Board of Directors

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.