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BioSenic SA — AGM Information 2019
May 24, 2019
3920_rns_2019-05-24_09750139-6177-477d-bdaa-c292e4921ce2.pdf
AGM Information
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BONE THERAPEUTICS Limited liability company having made public appeal on savings Rue Auguste Piccard 37 6041 Gosselies RLE: Hainaut, Division Charleroi VAT: BE0882.015.654 (the "Company")
INFORMATION CONCERNING THE RIGHTS OF SHAREHOLDERS PURSUANT TO ARTICLES 533ter AND 540 OF THE BELGIAN COMPANY CODE ON THE OCCASION OF THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY TO BE HELD ON 23 MAY 2019 AS OF 10.00 AM (BELGIAN TIME) 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 extraordinary general meeting of the shareholders, and (ii) submit decisions' proposals concerning items to be addressed or included on the agenda of the extraordinary general meeting.
Shareholder(s) exercising this right must, in order for their request to be dealt with at the extraordinary general meeting, 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 9 May 2019 at midnight (Belgian time)).
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 email to [email protected], by fax to +32 71 12 10 01 or by mail to the attention of Bone Therapeutics, Madame Valérie Roels, rue Auguste Piccard 37, 6041 Gosselies on 1 May 2019 at the latest. The Company will acknowledge receipt of the requests sent by email, fax 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 8 May 2019 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 8 May 2019 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 extraordinary general meeting that will be held on 23 May 2019.
The exercise of this right is subject to the fulfilment of the following two conditions:
- being a shareholder of the Company at the record date (on 9 May 2019 at midnight (Belgian time)); and
- having informed the Company of the intent to participate in the extraordinary general meeting, pursuant to the provisions set out in the convocation notice.
These questions can be submitted prior to the extraordinary general meeting by email to [email protected], by fax to +32 71 12 10 01, or by mail to the attention of Bone Therapeutics, Madame Valérie Roels, rue Auguste Piccard 37, 6041 Gosselies. They must be received by the Company on 17 May 2019 at 10.00 am (Belgian time) at the latest.
During the extraordinary general meeting, 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.