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BioSenic SA — AGM Information 2018
May 9, 2018
3920_rns_2018-05-09_7fddfe72-bf8a-4bca-bfa4-41cb4ce0db27.pdf
AGM Information
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BONE THERAPEUTICS LIMITED LIABILITY COMPANY HAVING MADE A PUBLIC APPEAL ON SAVINGS Rue Auguste Piccard 37 6041 Gosselies LER Charleroi 0882.015.654
(the Company)
INFORMATION CONCERNING THE RIGHTS OF SHAREHOLDERS PURSUANT TO ARTICLES 533TER AND 540 OF THE BELGIAN COMPANY CODE ON THE OCCASION OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF THE COMPANY TO BE HELD ON 13 JUNE 2018 AS OF 4.00 PM AT RUE AUGUSTE PICCARD 37, 6041 GOSSELIES
1. RIGHT OF SHAREHOLDERS TO INCLUDE ITEMS ON THE AGENDA AND TO SUBMIT DECISIONS' PROPOSALS
In accordance with article 533ter of the Belgian Company Code, one or more shareholders holding together at least 3% of the share capital may (i) request the inclusion of items on the agenda to be addressed at the general meetings, and (ii) submit decisions' proposals concerning items to be addressed or included on the agenda of the general meetings.
Shareholder(s) exercising this right must, in order for their request to be dealt with at the general meetings, fulfil the following two conditions:
- prove that they hold the required percentage set out above at the date of their request (either with a certificate showing the registration of the corresponding shares in the Company's share register, or with a certificate delivered by the certified account holder or settlement institution certifying the number of dematerialised shares held on its account); and
- still be shareholder(s) above the 3% threshold at the record date (on 30 May 2018 at midnight).
Shareholders may then exercise their right by submitting (i) the draft new items for the agenda, and/or (ii) the draft proposals for resolution to be reflected in the agenda, by mail marked for the attention of Madame Valérie Roels, Bone Therapeutics, rue Auguste Piccard 37, 6041 Gosselies, or by email to [email protected], on 22 May 2018 at the latest. The Company will acknowledge receipt of any requests sent by the shareholder by email or mail to the address set out above within 48 hours after receipt.
The Company will publish an agenda, which will be revised, as the case may be, on 29 Mai 2018 at the latest (on the website of the Company at the address www.bonetherapeutics.com, in the Belgian Official Gazette and in the press).
The ad hoc form filled out with the additional items and/or the proposed resolutions will be made available on the Company's website at the following address: www.bonetherapeutics.com, at the same time as the publication of the revised agenda, i.e. on 29 May 2018 at the latest.
The proxies that the Company has been notified of before the publication of the revised agenda remain valid for those agenda items they cover. As an exception to this rule, the proxy holder can, for the agenda items for which in accordance with article 533ter of the Belgian Company Code, new proposals for resolutions have been submitted, deviate during the meeting from the instructions of the proxy grantor, if carrying out the instructions could prejudice the interests of the proxy grantor. The proxy holder must inform the proxy grantor thereof. The proxy must state whether the proxy holder is entitled to vote on the newly-added items on the agenda, or if he/she should abstain.
2. RIGHT OF SHAREHOLDERS TO ASK WRITTEN QUESTIONS
In accordance with article 540 of the Belgian Company Code, shareholders have the right to ask questions in writing to the directors prior to the general meetings that will be held on 13 June 2018.
The exercise of this right is subject to the fulfilment of the following two conditions:
- being a shareholder of the Company at the registration date (on 30 May 2018 at midnight); and
- having informed the Company of the intent to participate in the general meetings, pursuant to the provisions set out in the convocation notice.
These questions can be submitted prior to the general meetings by mail marked for the attention of Madame Valérie Roels, Bone Therapeutics, rue Auguste Piccard 37, 6041 Gosselies, or by email to [email protected], or by fax to +32 71 12 10 01. They must be received by the Company on 7 June 2018 at 5.00 pm at the latest.
During the general meetings, the directors will answer the questions which have been raised by the shareholders (orally or in writing) on the items on the agenda, to the extent that the communication of data or facts is not potentially detrimental to the commercial interests of the Company or to the confidentiality undertakings of the Company or its directors.
The directors may give a global answer to different questions dealing with the same subject.