AGM Information • Jun 13, 2022
AGM Information
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(the "Company")
The board of directors of the Company has the honor to convene the shareholders and the holders of registered subscription rights and registered convertible bonds of the Company to the extraordinary general meeting to be held before a notary public on 13 July 2022 as from 11:00 a.m., at Rue du Fort 24, 6000 Charleroi, and whose agenda is set out below.
This second extraordinary general meeting will decide on the items 1 second paragraph, 3 , 4 and 5 on the agenda below considering that they are closely linked and that the quorum was not reached at the first extraordinary general meeting which was to be held on 8 June 2022, as noted in a notarial deed of the same day. The items 1 first paragraph and 2 added to the agenda do not require any special quorum. This second extraordinary general meeting will therefore decide on all the items on the revised agenda below.
The board of directors of the Company requests the general meeting to acknowledge the aforementioned reports.
The general meeting resolves, in particular in view of the above-mentioned report, (i) to not proceed with the dissolution of the Company, (ii) to confirm that reorganisation measures do not seem necessary due to the recently secured financings and the measures indicated in item 2 of the report, and (iii) to allow the board of directors to examine other possible measures and to take them into account in the light of the Company's financial needs.
The general meeting decides to approve the renewal in accordance with articles 7:199 and 7:202 of the Belgian Code on Companies and Associations, of the authorization of the board of directors to make use of the authorized capital on the same terms as currently provided in article 7 of the articles of association, for a period of five years and up to an amount corresponding to the current capital of the Company, including in case of reception by the Company of a communication by the Financial Services and Markets Authority (FSMA) stating that the FSMA has been informed of a public takeover bid regarding the Company.
Consequently, the general meeting decides to amend article 7 of the articles of association of the Company in order to bring it into line with the decision taken.
The general meeting acknowledges the transfer of the registered office of the Company to Rue Granbonpré 11, Building H, 1435 Mont-Saint-Guibert, pursuant to the decision taken by the board of directors in accordance with article 2 of the articles of association of the Company on 14 December 2021 and published in the Annexes to the Belgian Official Gazette on 26 January 2022.
Consequently, the general meeting decides to amend article 2 of the article of association in order to remove the reference to the former address of the registered office of the Company.
The general meeting grants to the undersigned notary public all powers for the purpose of drawing up, executing and signing all documents, instruments, steps and formalities and for the purpose of giving all necessary or useful instructions in order to execute the aforementioned decisions as well as carrying out the necessary publication formalities. In addition, the meeting also grants the undersigned notary public full powers for the purpose of coordinating the Company's articles of association following the decisions taken.
The general meeting further resolves to grant to Mrs. Myriam Piscitello and Mr. Benjamin D'Haese, each acting alone, the power to carry out all formalities at the one-stop-shops for companies in order to register/modify data with the Crossroads Bank for Enterprises and, if necessary, with the Administration for Value Added Tax.
There will be no attendance quorum applicable to this second extraordinary general meeting, in accordance with article 7:153, paragraph 3 of the Belgian Code on Companies and Associations.
Subject to the applicable legal provisions, each share will give the right to one vote. In accordance with article 7:135 of the Belgian Code on Companies and Associations, holders of registered subscription rights and registered convertible bonds are entitled to attend the extraordinary general meeting, but only with a consultation right.
In accordance with applicable law, the proposed resolutions referred to in items 3 and 4 of the aforementioned agenda will be adopted if they are approved by a majority of 75% of the votes validly cast by the shareholders. The proposed resolutions referred to in the other items of the agenda will be adopted by a simple majority of the votes.
The Company will grant access to the meeting room to shareholders only to the extent permitted in light of the measures taken by the authorities as applicable on the meeting's date. The Company is monitoring the situation closely and will disclose all relevant information and additional measures impacting the shareholders' meeting on its website. However, the Company strongly encourages the shareholders to limit their physical presence and to vote through proxy (pursuant to the procedure described below).
The holders of securities issued by the Company who wish to participate in the extraordinary general meeting of shareholders of the Company must take into account the formalities and procedures described below.
The board of directors of the Company wishes to point out that only those persons who have fulfilled the two conditions mentioned below will be entitled to participate and vote at the extraordinary general meeting of the shareholders.
The right to participate in the extraordinary general meeting of shareholders and to exercise the voting rights is subject to the shares being registered in the name of the shareholder on 29 June 2022, at midnight (Belgian time) (the "Record Date"). This registration is established:
Shareholders must notify the Company of their intention to participate in the extraordinary general meeting of shareholders and the number of shares for which they intend to exercise their voting rights by 7 July 2022 at the latest. The certificate, if any, issued by the settlement institution or the licensed account holder must be attached to this notification. The notification must be made by e-mail to [email protected], by fax to +32 71 12 10 01 or by letter to the attention of Bone Therapeutics, Mr. Benjamin D'Haese and Mrs. Myriam Piscitello, Rue Granbonpré 11, Building H, 1435 Mont-Saint-Guibert.
The holders of registered subscription rights and registered convertible bonds are entitled to attend the extraordinary general meeting of shareholders, subject to compliance with the admission criteria for shareholders.
This right is not applicable in accordance with article 7:130, § 1, last sentence of the Belgian Code on Companies and Associations.
Shareholders have the right to ask questions in writing to the directors and/or the auditor regarding the items on the agenda of the extraordinary general meeting of shareholders. The questions may be asked orally during the extraordinary general meeting of shareholders or in writing prior to the extraordinary general meeting. The written questions should be sent by e-mail to [email protected], by fax to +32 71 12 10 01, or by letter to the attention of Bone Therapeutics, Mr. Benjamin D'Haese and Mrs. Myriam Piscitello, Rue Granbonpré 11, Building H, 1435 Mont-Saint-Guibert. They must be received by the Company no later than 5:00 p.m. (Belgian time) on 7 July 2022.
Further information on the above-mentioned right and its exercise is available on the Company's website (www.bonetherapeutics.com).
Any shareholder may be represented at the extraordinary general meeting of shareholders by a proxy.
Shareholders who wish to be represented must use the proxy form drawn up by the board of directors. The proxy form can be obtained on the Company's website (www.bonetherapeutics.com), at the Company's registered office or by e-mail at [email protected].
The proxy form may be signed by hand or electronically via an electronic signature platform (e.g. DocuSign or Adobe eSign) recognized in the European Union as a trusted service provider in accordance with Regulation (EU) No. 910/2014 of the European Parliament and of the Council of July 23, 2014 on electronic identification and trusted services for electronic transactions in the internal market and repealing Directive 1999/93/EC. Signed proxy forms must be received by the Company no later than 5:00 p.m. (Belgian time) on 7 July 2022. This form can be sent to the Company by e-mail to [email protected], by fax to +32 71 12 10 01, or by letter to the attention of Bone Therapeutics, Mr. Benjamin D'Haese and Mrs. Myriam Piscitello, Rue Granbonpré 11, Building H, 1435 Mont-Saint-Guibert.
Shareholders wishing to be represented must comply with the registration and confirmation procedure described above. Shareholders are invited to follow the instructions on the proxy form in order to be validly represented at the extraordinary general meeting.
All documents relating to the extraordinary general meeting of shareholders that the law requires to be made available to shareholders are available on the Company's website (www.bonetherapeutics.com).
Shareholders are able to consult these documents on working days and during normal business hours at the Company's registered office and/or, upon presentation of their Company shares, to obtain copies of these documents free of charge.
Requests for copies, free of charge, may also be sent by e-mail to [email protected], by fax to +32 71 12 10 01, or by letter to the attention of Bone Therapeutics, Mr. Benjamin D'Haese and Mrs. Myriam Piscitello, Rue Granbonpré 11, Building H, 1435 Mont-Saint-Guibert.
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