Proxy Solicitation & Information Statement • May 9, 2022
Proxy Solicitation & Information Statement
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Any shareholder wishing to be represented at the extraordinary general meeting of Bone Therapeutics S.A. to be held on 8 June 2022 as of 06.00 pm (Belgian time) in Charleroi 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 [email protected], 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.
| 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, |
Hereby appoints as special proxy holder:
Mrs. / Mr _________________________________________________
To whom it grants all powers necessary for representing him/her at the extraordinary general meeting of the said company, that will be held on 8 June 2022 as of 06.00 pm (Belgian time) at Rue du Fort 24, 6000 Charleroi, Belgium, with the following agenda:
Comments on this agenda item:
The general meeting acknowledges the special report of the board of directors established pursuant the article 7:199 of the Belgian Code of Companies and Associations.
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.
◘ For ◘ Against ◘ Abstention
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, 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.
| ◘ For | ◘ Against | ◘ Abstention |
|---|---|---|
For agenda items 1 and 4, the meeting can decide regardless of the number of shares present or represented at the general meeting.
In accordance with the Belgian Code on Companies and Associations, a quorum of at least 50% of the Company's shares must be present or represented at the extraordinary general meeting for agenda items 2 and 3. If this quorum is not reached, a second extraordinary general meeting will be convened with the same agenda items and there will be no special quorum requirement for this second meeting.
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 of shareholders, but only with a consultation right.
In accordance with applicable law, the proposed resolutions referred to in items 2 and 3 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 proposals for resolutions referred to in the other items of the agenda will be adopted by a simple majority of the votes.
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.
The undersigned acknowledges having been informed in good time of the holding of the Extraordinary 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 Extraordinary 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 Extraordinary General Meeting, should it not be held on the date indicated in this proxy form.
The proxy holder hereby has the following powers on behalf of the undersigned:
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.
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 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.
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.
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