AGM Information • Mar 15, 2022
AGM Information
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RPR 0508.931.185 (Ghent)
(the "Company")
This is an unofficial English translation, for information purposes only. Please only sign and return the original Dutch version.
Dutch version to be delivered to Biotalys NV at the latest on 9 April 2022:
per mail at: Biotalys NV, Buchtenstraat 11, 9051 Ghent (Belgium) attention, Chairman of the Board of Directors
or per e-mail to: [email protected]
The Undersigned,
| Family Name | |
|---|---|
| First Name | |
| Address | |
| or (for legal entities), | |
| Name | |
| Legal entity type | |
| Address | |
| Legal Entities Registration number/VAT/similar | |
| Represented by (name, first name and capacity) |
Owner of the following number of shares issued by the Company:
| Number of registered shares | |
|---|---|
| Number of dematerialised shares |
Hereby appoints the following person as proxy-holder, with right of substitution:
□ Mr/Mrs (name and first name)1 ……………………………………………………………………………….. (Address)………………………………………………………………………………………………………………………………..
□ The chief financial officer of the Company, Mr. Wim Ottevaere
To represent it/him/her at the extra-ordinary shareholders meeting of Biotalys NV, which will be held on Friday 15 April 2022 as from 10.00 a.m. CET with the following agenda (and any other meeting which would be held later with the same agenda):
Proposal : The reference in article 15§2 of the articles of association of the Company to "this article 20, §2,1°" to be replaced by "this article 15 § 2"
Proposed resolution : replace reference to "this article 20, §2,1°" by "this article 15 § 2 in article 15 § 2 of the articles of association.
Proposal : The reference in article 17 of the articles of association to "required by article 20" to be replaced by "required by article 15"
Proposed resolution : replace reference to "required by article 20" by "required by article 15" in article 17 of the articles of association
| FOR | AGAINST | ABSTENTION |
|---|---|---|
1 Please complete. The absence of a specific instruction will be considered as an appointment of Mr. Wim Ottevaere, as proxy-holder, in his capacity of chief financial officer of the Company. As chief financial officer, Mr. Wim Ottevaere has a conflict of interest as referred to in article 7:143 of the Code of Companies and Associations. In case of a potential conflict of interest he will only vote in execution of this proxy in accordance with the specific voting instructions set out in this proxy. In absence of a specific voting instruction, he will be supposed to have received the specific voting instruction to vote in favor.
If a designated proxy-holder is appointed, the above procedure of article 7:143 of the Code of Companies and Associations is applicable. In case of a potential conflict of interest the proxy-holder will only vote in execution of this proxy in accordance with the specific voting instructions set out in this proxy. In absence of a specific voting instruction, the proxyholder will be supposed to have received the specific voting instruction to vote in favor.
Proposal : replace in article 28 of the articles of association the first line by "The ordinary general meeting shall be held on the fourth Tuesday of April at 10 a.m."
Proposed resolution: replace the first line by "The ordinary general meeting shall be held on the fourth Tuesday of April at 10 a.m." in article 28 of the articles of association.
| FOR | AGAINST | ABSTENTION |
|---|---|---|
In order to:
The proxy holder will vote on behalf of the undersigned in accordance with the voting instructions given above. In case of absence of voting instructions given to the proxy holder with regard to the respective agenda items or if, for whatever reason, there is a lack of clarity with regard to the voting instructions given or if there should be a vote on decisions to be taken by the general meeting during the meeting, subject to compliance with the Code of Companies and Associations, the proxy holder will always vote in favor of the proposed resolution, possibly as amended. In case of amendments to the agenda and proposed additional resolutions as provided in article 7:130 of the Code of Companies and Associations, the Company will publish an amended agenda with, as the case may be, additional agenda items and additional draft resolutions by 31 March 2022 at the latest.
In addition, the Company shall make amended forms available for votes by proxy. Votes by proxy that reach the Company prior to the publication of an amended agenda remain valid for the agenda items to which the proxies apply, subject, however, to applicable law and the further clarifications set out on the proxy forms. In case of amendments to a proposed resolution or a new proposed resolution (insofar as legally possible during the annual general shareholders' meeting) (please tick the appropriate box):
the following person is appointed as special proxy holder, with power of substitution, to vote in the name of the Undersigned on the amended or new resolution:
Mr./Mrs. ………………………………………………………………………………………….
Absence of instructions to the proxy holder shall be tantamount to an instruction to vote for the amended or new resolution, proposed by the Board of Directors.
Done at ………………………………………………….…, on ………………………….…………………………. 2022. Please date and signature with handwritten the notice "Goed voor volmacht" (good for proxy)
Signature(s):…………………………………………………………………………………………………………………
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