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BioSenic SA — Proxy Solicitation & Information Statement 2021
Jan 8, 2021
3920_rns_2021-01-08_c7eb2b12-5d30-4a44-b645-b3c20c3cefdd.pdf
Proxy Solicitation & Information Statement
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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 7:130 AND 7:139 OF THE BELGIAN COMPANY CODE AND ASSOCIATIONS ON THE OCCASION OF THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY TO BE HELD ON 8 FEBRUARY 2021 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 7:130 of the Belgian Company and associations 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 25 January 2021 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 18 January 2021 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, on 24 January 2021 at the latest (on the website of the Company at the address www.bonetherapeutics.com, in the Belgian Official Gazette and in the press), if one or more requests for the inclusion of new items or proposals for decisions on the agenda have been validly received within the abovementioned time limit. 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 24 January 2021 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 7:130 of the Belgian Company and associations 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 7:139 of the Belgian Company and associations Code, shareholders have the right to ask questions in writing to the directors prior to the extraordinary general meeting that will be held on 10 June 2020.
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 25 January 2021 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 2 February 2021 at 05.00 pm (Belgian time) at the latest in accordance with article 6 of Royal Decree no. 4 of 9 April 2020, which, in the context of the fight against Covid-19, provides that a listed company may require its shareholders to put their questions in writing until the fourth day before the meeting.
During the Extraordinary General Meeting, the Directors will answer the questions that will have been asked by the shareholders, in writing before the meeting (or orally during the meeting), concerning their reports or the items on the agenda, insofar as the communication of certain data or facts is not of such a nature as to prejudice the Company or the confidentiality undertakings entered into by the Company or its Directors. The statutory auditor also answers questions put by the shareholders, at the meeting or in writing prior to the meeting, concerning his report.
The directors may give a global answer to different questions on the same subject.