Biotalys — Proxy Solicitation & Information Statement 2022

Mar 15, 2022

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Unofficial English translation - Please sign original Dutch version

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Biotalys NV

Buchtenstraat 11, 9051 Ghent

RPR 0508.931.185 (Ghent)

(the "Company")

POWER OF ATTORNEY

ANNUAL SHAREHOLDERS' MEETING DATED 15 APRIL 2022

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: corporate@biotalys.com

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)

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Owner of the following number of shares issued by the Company: Number of registered shares

	Number of registered shares
	Number of dematerialised shares
	Hereby appoints the following person as proxy-holder, with right of substitution:
□	(Address)	Mr/Mrs (name and first name)1
□	The chief financial officer of the Company, Mr. Wim Ottevaere

Please tick the appropriate box

To represent it/him/her at the ordinary annual 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):

1. Consolidated financial statements and reports on the consolidated financial statements

Communication of and discussion on (i) the consolidated financial statements, (ii) the annual report of the Board on the consolidated financial statements and (iii) the report of the statutory auditor on the consolidated financial statements, for the financial year ended on December 31, 2021.

2. Reports on the statutory financial statements

Communication of and discussion on the annual report of the Board and the report of the statutory auditor on the statutory financial statements, for the financial year ended on December 31, 2021.

3. Communication and approval of the statutory financial statements; Allocation of the result.

Communication and approval of the statutory financial statements for the financial year ended on December 31, 2021 and approval of the proposed allocation of the result I.e. carry forward of a loss of €21,438,674 for the financial year to the following financial year. Together with the losses of previous years, in aggregate €58,966,826 of losses are carried forward.

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 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 proxy-holder will be supposed to have received the specific voting instruction to vote in favor.

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	the losses of previous years, in aggregate €58,966,826 of losses are carried forward.
	FOR	AGAINST	ABSTENTION
		Communication of and approval of the remuneration report
		Communication of and approval of the remuneration report, included in the annual reports
		of the Board, for the financial year ended on December 31, 2021.
		Proposed resolution: approval of the remuneration report, as included in the annual reports of the Board, for the financial year ended on December 31, 2021.
	FOR	AGAINST	ABSTENTION
		Communication of and approval of the remuneration policy In accordance with article
		7:89/1 of the Belgian Code of Companies and Associations
	The Company is required to establish a remuneration policy and to submit such policy to the
		approval of the general shareholders' meeting. The remuneration policy is included in the annual reports of the Board.
		Proposed resolution: approval of the remuneration policy.
	FOR	AGAINST	ABSTENTION

closing of the initial public offering and listing of the Company's shares on Euronext Brussels. The purpose of this proposal is to bring the remuneration of Mr. Johan Cardoen in line with the remuneration of the other independent directors pro rata temporis i.e. 26,909 EUR (based on an annual remuneration of 55,000 EUR). Mr. Johan Cardoen will for future years receive a remuneration in line with the remuneration policy.

Proposed resolution: approval of a remuneration of 26,909 EUR for Mr. Johan Cardoen as independent director for the year 2021.

FOR AGAINST ABSTENTION
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Approval of the share-based remuneration for independent directors as contained in the remuneration policy
The remuneration policy contains a yearly share-based remuneration in the form of share units for independent directors. The features of the share-units are described in the remuneration policy contained in the annual reports. This share-based remuneration will be awarded for the first time in 2022.
Proposed decision: approval of the share-based remuneration of the independent directors as described in the remuneration policy.
FOR		AGAINST	ABSTENTION
Name	FOR	AGAINST	year ended on December 31, 2021, for the exercise of their mandate during said financial year. ABSTENTION
Inno Tune BV (permanently represented by Lieven De Smedt
Quaghebeur Koen
Sofinnova Partners SAS (permanently represented by Denis Lucquin)
Nomad Technology

(permanently represented by Adrian Percy)

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Luc Basstanie
Simon Moroney
Johan Cardoen
Markus Heldt
Catherine Moukheibir
Patrice Sellès
Patrick Van Beneden
Pieter Bevernage
Discharge from liability to the statutory auditor of his mandate during the financial year ended on December 31, 2021. FOR			AGAINST		Proposed resolution: to grant discharge from liability to the statutory auditor for the exercise ABSTENTION
10. Acknowledgment and approval of the replacement of the representative of the statutory auditor during 2021 Proposed resolution: acknowledgement and approval of the replacement of Mr. Gert Vanhees by Mr. Pieter-Jan Van Durme as representative of the statutory auditor i.e. Deloitte Bedrijfsrevisoren BV, with registered office Gateway Building, Luchthaven Brussel Nationaal 1
J, 1930 Zaventem with effect as of 1 August 2021.
FOR			AGAINST		ABSTENTION

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11. Approval of the remuneration of the statutory auditor for the services for the financial year ended 2021.

Proposed decision: approval of the remuneration of the statutory auditor for the financial year ended on 31 December 2021 as follows: EUR 65,000 (excl. VAT and expenses) for the audit of the statutory annual accounts and the consolidated financial statements for the financial year ended on 31 December 2021.

FOR	AGAINST	ABSTENTION

12. Appointment of the statutory auditor for the financial years 2022,2023 and 2024 and remuneration.

The Board, upon proposal of the audit committee, after comparison of several proposals, recommends the nomination of Deloitte Bedrijfsrevisoren BV, with registered office Gateway Building, Luchthaven Brussel Nationaal 1 J, 1930 Zaventem represented by Mr. Pieter-Jan Van Durme as statutory auditor of the Company for a period of three financial years of which the first will end on 31 December 2022 and approval of the remuneration which is 65,000 EUR (excl. (i) out-of-pocket expenses, (ii) contribution to the IBR, (iii) technology usage fee and (iv) VAT) on a yearly basis and subject to indexation.

In its proposal, the Board and the audit committee took into account various criteria including experience, knowledge of the sector of the Company, proposed team and pricing.

Proposed decision: approval of the appointment of Deloitte Bedrijfsrevisoren BV, with registered office Gateway Building, Luchthaven Brussel Nationaal 1 J, 1930 Zaventem represented by Mr. Pieter-Jan Van Durme as statutory auditor of the Company for a period of three financial years of which the first will end on 31 December 2022 and approval of the remuneration which is 65,000 EUR (excl. (i) out-of-pocket expenses, (ii) contribution to the IBR, (iii) technology usage fee and (iv) VAT) on a yearly basis and subject to indexation.

FOR	AGAINST	ABSTENTION

13. Appointment of Mr. Michiel M. van Lookeren Campagne as independent director of the Company with effect on 1 June 2022 for a period ending immediately after the ordinary general meeting in 2026 deciding on the annual accounts for the financial year 2025.

Taking into account the advice of the remuneration and nomination committee of the Board, the Board recommends nominating Mr. Michiel M. van Lookeren Campagne as independent director of the Company with effect on 1 June 2022 for a period ending immediately after the ordinary general meeting in 2026 deciding on the annual accounts for the financial year 2025.

Reference is made to the explanatory note for more information regarding the candidate.

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If appointed, Mr. Michiel M. van Lookeren Campagne shall receive the remuneration as contained in the remuneration policy (including the share-based remuneration).

Mr. Michiel M. van Lookeren Campagne meets the criteria contained in item 3.5 the Belgian Code on Corporate Governance 2020 and article 7:87 of the Belgian Code on Companies and Associations.

Proposed resolutions: appointment of Mr. Michiel M. van Lookeren Campagne as independent director of the Company, with effect on 1 June 2022 for a period ending immediately after the closing of the general shareholders' meeting of 2026 which will be held to deliberate on the financial statements of the financial year ended on December 31 2025 and approval of the remuneration for the independent director as contained in the remuneration policy (including share-based remuneration).

FOR	AGAINST	ABSTENTION

14. Ratification and approval in accordance with Article 7:151 of the Belgian Code of Companies and Associations

Proposed resolution: Ratification and approval, in as far as needed or applicable, in accordance with Article 7:151 of the Belgian Code of Companies and Associations, of the terms and conditions of (i) the share-based remuneration for independent directors and (ii) the ESOP Warrant plans (as referred to in the annual reports) which may grant rights that either could have a substantial impact on the Company's assets or could give rise to substantial liability or which may grant rights that either could have a substantial impact on the Company's assets or could give rise to substantial liability or obligation of the Company in case of a change of control over the Company or a public takeover bid on the shares of the Company.

In respect of the share-based remuneration

	FOR	AGAINST	ABSTENTION
In respect of the ESOP Warrant Plans
	FOR	AGAINST	ABSTENTION

In order to:

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• participate in all deliberations and vote on behalf of the undersigned on the propositions mentioned in the agenda, and to modify or reject these;
• sign the attendance list, the minutes of the meeting and all annexes attached thereto;
• in general, to vote on decisions to be taken by the annual general shareholders' meeting during the meeting subject to compliance with the Code of Companies and Associations and to do all what is necessary or useful to execute this proxy, with a promise of ratification.

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 Undersigned votes for the amended or new resolution
• the Undersigned votes against the amended or new resolution
• the Undersigned abstains from the vote on the amended or new resolution
• 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.

Signature(s):…………………………………………………………………………………………………………………

Please date and signature with handwritten the notice "Goed voor volmacht" (good for proxy)