BioSenic SA — Proxy Solicitation & Information Statement 2022

May 9, 2022

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

PROXY FORM

Any shareholder wishing to be represented at the ordinary general meeting of Bone Therapeutics S.A. to be held on 8 June 2022 as of 04.00 pm (Belgian time) in Mont-Saint-Guibert with the agenda set out below must use the present proxy form in French. Any other proxy form will not be accepted.

A scanned or photographed copy of this completed and signed form must be received by the Company on 02 June 2022 at 05.00 pm (Belgian time) at the latest. This form may be sent to the Company by email to generalassembly@bone-therapeutics.com, or by mail to the attention of Bone Therapeutics, Mr. Benjamin D'Haese and Mrs. Myriam Piscitello, Rue Granbonpré 11, Building H, 1435 Mont-Saint-Guibert, Belgium.

It is important to note that the undersigned shareholder must also comply with the registration formalities set out in the convening notice.

Moreover, the designation of a proxy holder must comply with applicable Belgian legislation, in particular with regard to conflicts of interest.

	The undersigned :
name:
address:
	represented pursuant to its articles of association by:
holder of:			shares of the company
	corporate name:		BONE THERAPEUTICS S.A.
registered office:			Rue Granbonpré 11, Building H, 1435 Mont-Saint Guibert, Belgium,
	Mrs. / Mr Building H, 1435 Mont-Saint-Guibert, Belgium, with the following agenda:		To whom it grants all powers necessary for representing him/her at the ordinary general meeting of the said company, that will be held on 8 June 2022 as of 04.00 pm (Belgian time) at Rue Granbonpré 11,
1.			Approval of the statutory annual accounts for the financial year ended on 31 December 2021.
	Proposed resolution:
	31 December 2021.		The general meeting decides to approve the annual accounts for the financial year ended on
	◘ For	◘ Against	◘ Abstention

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

2.	Allocation of results for the financial year ended on 31 December 2021.
		Proposed resolution:
		The general meeting decides to approve the allocation of the results as proposed by the board of directors in its annual report.
	◘ For	◘ Against		◘ Abstention
3. Approval of the remuneration report of the board of directors for the financial year ended on 31 December 2021, as presented by the Nomination and Remuneration Committee and included in the annual report.
		Proposed resolution:
	The general meeting decides to approve the remuneration report of the board of directors for the financial year ended on 31 December 2021, as presented by the nomination and remuneration committee and included in the annual report.
	◘ For	◘ Against		◘ Abstention
4. Discharge to be granted to the directors for the proper performance of their duties during the financial year ended on 31 December 2021. Proposed resolution:
		The general meeting decides to grant discharge to the following directors for the exercise of their mandate during the financial year ending on 31 December 2021:
	• • • • • • •	Innoste SA, represented by its permanent representative Mr. Jean Stéphenne; mC4Tx SRL, represented by its permanent representative Mr. Miguel Forte; Finsys Management SRL, represented by its permanent representative Mr. Jean-Luc Vandebroek ; Ms. Claudia D'Augusta; ClearSteer Consulting LLC, Mrs. Gloria Matthews; Castanea Management SARL, represented by its permanent representative Mr. Damian Marron; Mr. Jean-Paul Prieels;	represented	by its	permanent	representative
	◘ For	◘ Against		◘ Abstention

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

	5.	Discharge to be granted to the auditor.
--	----	-----------------------------------------	--	--	--	--

Proposed resolution:

	speaking) under	enterprise number financial year ending on 31 December 2021.	The general meeting decides to grant discharge to the statutory auditor Deloitte Bedrijfsrevisoren SRL, a limited liability company incorporated under the laws of Belgium, having its registered office at Gateway building, Luchthaven Brussel Nationaal 1J, 1930 Zaventem, Belgium and registered with the Register of Legal Entities of Brussels (Dutch 0429.053.863, represented by its permanent representative Mr. Pieter-Jan Van Durme, for the performance of its mandate during the
	◘ For	◘ Against	◘ Abstention
6.		Appointment of the new Auditor.
	Proposed resolution:
Upon proposal of the audit committee, the general meeting decides to approve the appointment of BDO Bedrijfsrevisoren – Réviseurs d'entreprises BV/SRL, a company under Belgian law in the form of a private limited liability company, having its registered office at Elsinore Building-Corporate Village, Da Vincilaan 9/E6, 1930 Zaventem, Belgium and registered with the Register of Legal Entities of Brussels (Dutch-speaking) under enterprise number 0431.088.289, represented by its permanent representative Mr. Rodrigo Abels, as statutory auditor of the Company with immediate effect and for a term ending immediately after the annual general meeting of the Company to be held in 2025 which will decide on the annual accounts for the financial year ending on 31 December 2024. The general meeting further resolves that the auditor's remuneration will amount to EUR 52,500 per year (excluding expenses and VAT), throughout its term of office.
	◘ For	◘ Against	◘ Abstention
7.	is Miguel Forte. Proposed resolution:		Renewal of the mandate of executive director mC4Tx SRL, whose permanent representative

The general meeting takes note of the expiration of the mandate of mC4Tx SRL, a limited liability company incorporated under the laws of Belgium, having its registered office at Rue du Moulin 12, 1330 Rixensart, Belgium and registered with the Register of Legal Entities of Walloon Brabant under enterprise number 0673.623.725, represented by its permanent representative Mr. Miguel Forte, and decides, upon proposal of the board of directors and based on the advice of the nomination and remuneration committee of the Company, not to renew the mandate of mC4Tx SRL as executive director.

	renew the mandate of mC4Tx SRL as executive director.
◘ For	◘ Against	◘ Abstention

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

1. Renewal of the mandate of the non-executive director Finsys Management SRL, whose permanent representative is Jean-Luc Vandebroek.

Proposed resolution:

The general meeting takes note of the expiration of the mandate of Finsys Management SRL, a limited liability company incorporated under the laws of Belgium, having its registered office at Rue Charles Plisnier 25, 1420 Braine-l'Alleud, Belgium and registered with the Register of Legal Entities of Walloon Brabant under enterprise number 0558.913.406, represented by its permanent representative Mr. Jean-Luc Vandebroek, and decides, upon proposal of the board of directors and based on the advice of the nomination and remuneration committee of the Company, to renew the mandate of Finsys Management SRL as non-executive director with immediate effect and for a term extending until the annual general meeting of the Company to be held in 2026 which will decide on the annual accounts for the financial year ending on 31 December 2025.

The director is not independent within the meaning of article 7:87 §1 of the Belgian Code on Companies and Associations and does not meet the independence criteria provided for in article 7:87 §1 of the Belgian Code on Companies and Associations and prescribed by the Belgian Corporate Governance Code. The meeting resolves that the director's mandate will be remunerated in accordance with the remuneration rules for non-executive directors adopted at the annual general meeting held in 2021. The curriculum vitae of Mr. Jean-Luc Vandebroek is available on the Company's website.

◘ For ◘ Against ◘ Abstention

9. Powers.

Proposed resolution:

The general meeting decides to grant special powers to Mrs. Myriam Piscitello and Mr. Benjamin D'Haese, with the right to act individually on behalf of the Company and with the right of substitution, to exercise, execute and sign all documents, deeds, formalities and procedures and to give the instructions necessary or useful for the execution of the aforementioned decisions, including, but not limited to, the filing of the annual accounts and the consolidated annual accounts of the financial year ended on 31 December 2021, of the annual reports and of the auditor's reports attached thereto, with the National Bank of Belgium.

The general meeting decides resolves to grant proxy to each director, Mrs. Myriam Piscitello and Mr. Benjamin D'Haese, as well as Hadrien Chef and Violette Keppenne, attorneys-atlaw with office at Bastion Tower, Place du Champ de Mars 5, 1050 Brussels, or any other attorney-at-law from the firm "Osborne Clarke", with office at the same address, each acting alone and with power to substitute, to act on behalf of the Company in order to proceed to the publication of an extract of these minutes in the Annexes to the Belgian Official Gazette and the updating of the Company registration information at the register of legal persons of the Crossroads Bank of Enterprises. The proxies are authorised to sign every document and to take every necessary step towards the clerk's office of the Enterprise Court, the one-stop business shops and the Crossroads Bank of Enterprises and more generally, to undertake any action necessary or useful in relation to these resolutions.

◘ For ◘ Against ◘ Abstention

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

Attendance quorum

There is no quorum requirement for deliberating and voting on the items set out in the aforementioned agenda of the ordinary general meeting of shareholders.

Voting and majority

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 ordinary general meeting of shareholders, but only with a consultation right.

In accordance with applicable law, the resolutions proposed in this agenda will be adopted by a simple majority of the votes cast.

In case no voting instructions have been given, the undersigned shareholder is deemed to accept the proposed resolutions.

If, pursuant to article 7:130 of the Belgian Company and Associations Code, new items are added to the agenda and/or new resolutions' proposals are presented, and the undersigned shareholder did not give any new instructions concerning the new agenda, the proxy holder will abstain from voting on these new items on the agenda or on the new decisions' proposals.

Disclaimer

The undersigned acknowledges having been informed in good time of the holding of the Ordinary General Meeting and of its agenda, as set out above, as well as of the nature and content of the documents to be submitted to this Ordinary General Meeting, of which it has been or may be informed. It further acknowledges that it has sufficient means to be informed of the exact date of the said ordinary general meeting, should it not be held on the date indicated in this proxy form.

Powers of the proxy holder:

The proxy holder hereby has the following powers on behalf of the undersigned:

• − participate in the meeting and, as the case may be, vote in favour of its postponement;
• − attend any other meeting with the same agenda if the first meeting may not validly deliberate, has been postponed, or has not been validly convened;
• − appoint the officers of the meeting or of any meeting with the same agenda in the event that the first meeting cannot validly deliberate, has been postponed or has not been duly convened;
• − take part in all deliberations and vote or abstain from voting, amend or reject any proposals relating to the agenda in accordance with the instructions given to the proxyholder, by any means, prior to the holding of the meeting; and
• − to the above effects, to pass and sign all deeds, minutes, attendance list and documents, registers, elect domicile, substitute and in general do all that is useful or necessary.

Instructions to the proxy holder

The undersigned hereby expressly instructs the proxyholder to participate in the general meeting, even in the absence of proof of proper convening of the shareholders, directors and auditor or in the absence of

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

waiver by each of these persons of (i) the time limits and formalities for convening the general meeting, (ii) and the right to receive certain reports and other documents, in accordance with articles 7:129 and 7:132 of the Code of Companies and Associations.

Indemnification of proxy holder

The undersigned hereby undertakes to indemnify the proxy holder for any damage that the proxy holder may incur as a result of any act performed pursuant to this power of attorney, provided that the Agent has respected the limits of its powers. Furthermore, the undersigned undertakes not to seek the annulment of any of the resolutions approved by the proxy holder and not to demand any compensation from the proxy holder, provided however that the proxy holder has respected the limits of its powers.

[PLEASE SIGN AND DATE THE FRENCH VERSION OF THE PROXY]