Proxy Solicitation & Information Statement • May 14, 2020
Proxy Solicitation & Information Statement
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The shareholder who wishes to vote remotely or to be represented at the ordinary general meeting of the listed limited liability company ASIT BioTech, registered with the Crossroads Bank for Enterprises under number 0460.798.795 and with the Register of Legal Persons of Liège (the « Company »), to be held on 17 June 2020 at 17 hour Rue des Chasseurs Ardennais, 7 – B-4031 Angleur, and whose agenda is set out below, must use this form. Any other form will not be accepted.
No later than 11 June 2020 (CET), this signed form must reach the Company by post at the attention of M. Frank HAZEVOETS, 7 Rue des Chasseurs Ardennais at 4031 Angleur, by email to [email protected] or by fax to +32 2 264 03 99.
The shareholder who wishes to be represented must also comply with the registration and confirmation formalities set out in the convening notice.
| Name, Surname / Name and corporate form: __________ | |
|---|---|
| Address / Registered office: ___________ | |
| If a legal person: | |
| Name, Surname of the legal representative(s):_________ | |
| Capacity of the legal representative(s): ________ | |
| Holder of _____ shares representing the share capital of the Company, |
Declares that he/she/it wishes to vote remotely or to be represented at the ordinary general meeting of the Company and declares, to this end, that he/she/it appoints as a special proxy holder, acting alone, with the possibility of substitution:
M. Frank HAZEVOETS, CFO
to whom the undersigned grants all powers in the name and on behalf of the undersigned for the purpose of:
this proxy being granted definitively and irrevocably until 30 June 2020.
The agenda of the Company's extraordinary general meeting of deficiency is as follows:
1 In the absence of specifying the meaning in which the proxy holder must exercise your voting rights, you will be presumed to vote in favour of the proposed resolutions.
Proposed resolution: The general meeting approves the remuneration report established by the board of directors, as explained by the nomination and remuneration committee and as included in the annual report related to the financial year ended on 31 December 2019.
| VOTE : |
For Against Abstention |
|---|---|
| ----------- | -------------------------- |
Proposed resolution: The general meeting approves the annual accounts (BGAAP) of the Company related to the financial year ended on 31 December 2019, as presented, namely the balance sheet, the income statement and the appendices.
VOTE : For Against Abstention
Proposed resolution: The general meeting decides, on the proposal of the board of directors, to allocate the results of the financial year ended on 31 December 2019 as follows: carrying forward of the loss to the next financial year; the account « Loss carried forward » is thus increased from € 26,990,743.65 to € 42,327,106.56.
Proposed resolution: The general meeting grants, by separate and individual vote for each of them, discharge to each of the Company's directors for the exercise of their respective mandate during the financial year ended on 31 December 2019.
VOTE : For Against Abstention
Proposed resolution: The general meeting grants, by separate and individual vote for each of them, discharge to each of the Company's statutory auditors for the exercise of their respective mandate during the financial year ended on 31 December 2019.
VOTE : For Against Abstention
Proposed resolution: Upon recommendation and proposal of the Remuneration and Nomination Committee, the general meeting decides to appoint Mr François MEURGEY, residing at Rue De Crayer 13, 1000 Brussels, as independent director, effective as of today for a period of 3 years. This appointment is motivated by the fact that Mr François MEURGEY meets all the criteria set out in the Company's Corporate Governance Charter 2020, in particular the fact that he is not an executive or a person in charge of the day-today management of the Company or of a related company or person, and has not been in this capacity during the previous six months. On this last point, the Belgian Corporate Governance Code 2020 provides for a period of 3 years, but the Company has opted for a period of 6 months, given its limited size. All useful information, in particular on the professional qualifications and the list of positions already held by Mr François MEURGEY, is included in his curriculum vitae made available in the Company's 2019 Annual Report.
Proposed resolution: Upon recommendation and proposal of the Remuneration and Nomination Committee, the general meeting decides to appoint Mr Yves DESIRONT, residing at Rue Africaine 42, 1060 Brussels, as independent director, effective as of today for a period of 3 years. This appointment is motivated by the fact that Mr. Yves DESIRONT meets all the criteria set forth in the Company's 2020 Corporate Governance Charter, in particular the fact that he is not an executive or a person in charge of the dayto-day management of the Company or of a related company or person, and has not been in this capacity during the previous six months. On this last point, the Belgian Corporate Governance Code 2020 provides for a period of 3 years, but the Company has opted for a period of 6 months, given its limited size. All useful information, in particular on the professional qualifications and the list of functions already held by Mr. Yves DESIRONT, is included in his curriculum vitae made available in the Company's 2019 Annual Report.
VOTE : For Against Abstention
Proposed resolution: The general meeting decides to renew the mandate of director of the cooperative company with limited liability under Belgian law NOSHAQ PARTNERS, having its registered office at Rue Lambert-Lombard 3, 4000 Liège, registered with the ECB under number 0808.219.836, whose permanent representative is Mr Philippe DEGEER, domiciled at Sart Aux Fraises 2, 4031 Angleur, and whose mandate takes effect today for a period of 3 years.
VOTE : For Against Abstention
Proposed resolution: The General Meeting decides to renew the director's mandate of the limited liability company under Belgian law SOCIETE FEDERALE DE PARTICIPATIONS ET D'INVESTISSEMENT, abbreviated to: SFPI, having its registered office at Avenue Louise 32, box 4, 1050 Ixelles, registered with the ECB under number 0253. 445,063, whose permanent representative is Mr François FONTAINE, residing at 259 avenue de l'Europe, 6010 Couillet, and whose term of office starts today for a period of 3 years.
Proposed resolution: Upon recommendation and proposal of the remuneration and nomination committee, the general meeting decides to modify the remuneration of the directors as decided by the general meeting of 13 June 2019 and decides that the mandates will no longer be remunerated.
VOTE : For Against Abstention
Proposed resolution: The general meeting decides to grant full powers to the managing director, to M M. Frank HAZEVOETS and to Me Patrick della FAILLE, each acting alone with the option of substitution, as proxy holder for the purpose of implementing the abovementioned resolutions, and in particular to proceed with the publications in the Annexes to the Belgian Official Gazette and to make any modification of the Company's data at the Crossroads Bank for Enterprises.
VOTE : For Against Abstention
If, pursuant to article 7:130 of the Company a n d A s s o c i a t i o n s 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 this new agenda, the proxy holder will abstain from voting on these new items on the agenda or on the new decisions' proposals.
Signed at , on 2020
Signature :
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