Oxurion NV — AGM Information 2018

May 7, 2018

THROMBOGENICS LIMITED LIABILITY COMPANY HAVING MADE A PUBLIC APPEAL ON SAVINGS at 3001 Heverlee, Gaston Geenslaan 1 RLE Leuven 0881.620.924

(the "Company")

MINUTES OF THE ANNUAL GENERAL SHAREHOLDERS' MEETING

HELD ON 2 MAY 2018¹

These minutes reflect the deliberation and decisions made during the annual general shareholders' meeting. held on Wednesday 2 May 2018 at the registered office of the Company.

$\mathbf{1}$ . COMPOSITION OF THE BUREAU

The annual general shareholders' meeting was opened at 1.30 p.m., under the chairmanship of ViBio BVBA, with Patrik De Haes as permanent representative. The other present directors completed the bureau.

Mr Claude Sander was appointed as secretary of the annual general shareholders' meeting.

In view of the limited number of participants, no scrutine ers were appointed.

$2.$ CONVOCATIONS

The secretary noted that the convening notice for the annual general shareholders' meeting including the agenda and proposed resolutions was published in the Belgian Official Gazette and in de Tijd on 30 March 2018 (at least 30 days before the annual general shareholders' meeting).

The secretary also noted that the convening notice including the agenda and proposed resolutions was sent by mail to the holders of registered shares and warrants, as well as to the directors and the statutory auditor on 30 March 2018 (at least 30 days before the annual general shareholders' meeting).

The secretary noted that the annual general shareholders' meeting was convened in accordance with the articles 533, 533bis and 535 of the Belgian Companies Code, that there are no shareholders who used the right to add items to the agenda or to submit resolution proposals in accordance with article 533ter of the Belgian Companies Code and therefore that the annual general shareholders' meeting could validly deliberate on the proposed items on the agenda.

$\overline{3}$ . PRESENCE

The secretary clarified that only the following persons were admitted at the annual general shareholders' meeting: (i) the shareholders who have an accounting registration of shares in their names, on Wednesday 18 April 2018, at midnight (either, for registered shares, through their registration in the register of registered shares of the Company, or, for dematerialized shares, through their registration in the accounts of a licensed account holder or settlement institution), who have notified the Company in writing that they wish to participate to the annual general shareholders' meeting on Thursday 26 April 2018 at the latest and (ii) the

^<sup>1 This is a translation of a Dutch document into English. Reasonable care was taken to ensure that it is accurate. However, you should be aware that words and legal concepts used in one language may not have exact equivalents in another. It cannot be guaranteed that the translation will have exactly the same meaning as the original.

holders of warrants who have notified the Company in writing on Thursday 26 April 2018 at the latest of their intention to attend the annual general shareholders' meeting.

The shareholders, whose names are mentioned in the attendance list, were present or validly represented pursuant to a validly executed power of attorney. This attendance list was executed by each relevant shareholder or by its power of attorney holder, before the opening of the meeting. The attendance list and the powers of attorney are attached to these minutes.

The chairman established on the basis of the attendance list that 27 shareholders were present or validly represented, together holding 10,507,847 shares. The secretary set out that no quorum requirement applies for the deliberation and voting at an annual general shareholders' meeting.

The chairman stated and the annual general shareholders' meeting acknowledged that there are no holders of registered bonds, nor holders of registered certificates, issued with the cooperation of the Company.

$\overline{4}$ . AGENDA OF THE ANNUAL GENERAL SHAREHOLDERS' MEETING

The chairman set out the agenda of the annual general shareholders' meeting as follows:

• 1. Acknowledgment of and deliberation on:
• the annual report of the board of directors of the Company on the annual accounts relating to the financial year closed on 31 December 2017 (including the deliberation on the corporate governance policy of the Company); and
• the auditor's report on the annual accounts relating to the financial year closed on 31 December 2017.

Commentary to the item on the agenda:

The board of directors requests the meeting to take note of the annual report of the board of directors of the Company on the annual accounts relating to the financial year closed on 31 December 2017 and the auditor's report on the annual accounts relating to the financial year closed on 31 December 2017.

$2.$ Approval of the remuneration report of the board of directors of the Company, as explained by the nomination and remuneration committee and included in the annual report.

Proposed resolution:

Approval of the remuneration report prepared by the board of directors of the Company, as explained by the nomination and remuneration committee and included in the annual report.

• $\overline{3}$ . Deliberation on and approval of:
• the statutory annual accounts relating to the financial year closed on 31 December 2017; and
• the allocation of the results as proposed by the board of directors of the Company in its annual report.

Proposed resolution:

Approval of the statutory annual accounts relating to the financial year closed on 31 December 2017 and on the allocation of the results as proposed by the board of directors of the Company in its annual report.

$4.$ Discharge to the directors of the Company for the exercise of their mandate as director during the financial year closed on 31 December 2017.

Proposed resolution:

Discharge to the following persons for the exercise of their mandate as director during the financial year closed on 31 December 2017:

• VIZIPHAR Biosciences BVBA, with as permanent representative Mr Gustaaf Van Reet;
• $\bullet$ LUGO BVBA, with as permanent representative Mr Luc Philips;
• $\bullet$ ViBio BVBA, with as permanent representative Mr Patrik De Haes:
• Innov'activ BVBA, with as permanent representative Mrs Patricia Cevsens: $\bullet$
• Mr Thomas Clav. $\bullet$
• Mr Dr. David Guyer; $\bullet$
• $\bullet$ Mr Paul Howes:
• Investea sprl, with as permanent representative Ms Emmanuèle Attout: and $\bullet$
• Baron Philippe Vlerick.
• 1. Discharge to the auditor of the Company for the exercise of his mandate during the financial year closed on 31 December 2017.

Proposed resolution:

Discharge to the auditor, BDO Bedrijfsrevisoren (RLE 0431.088.28), with registered office at Da Vincilaan 9, 1935 Zaventem, represented by Mr Gert Claes, for the performance of its mandate during the financial year closed on 31 December 2017.

1. Announcement of resignation of VIZIPHAR Biosciences BVBA, permanently represented by Mr Gustaaf Van Reet, of Lugo BVBA, permanently represented by Mr Luc Philips, and of Innov'activ BVBA, permanently represented by Ms Patricia Ceysens.

Proposed resolution:

Acknowledgement of (i) the resignation of VIZIPHAR Biosciences BVBA, permanently represented by Mr Gustaaf Van Reet, as director of the Company as of 15 June 2017, (ii) the resignation of Lugo BVBA, permanently represented by Mr Luc Philips, as director of the Company as of 7 September 2017 and (iii) the resignation of Innov'activ BVBA, permanently represent by Mr Particia Ceysens, as director of the Company as of 7 September 2017. To the extent necessary, it is explicitly decided not to appoint new directors to replace these directors in the board of directors. Consequently, the board of director consists of six directors.

1. Re-appointment of Mr David Guyer as director, upon proposal of the board of directors of the Company based on the advice received from the nomination and remuneration committee, and decision on the compensation for the exercise of his mandate as director.

Proposed resolution:

Re-appointment of Mr David Guyer as director of the Company with immediate effect for a four year period, until the closing of the annual meeting resolving on the annual accounts of the financial vear that will have ended on 31 December 2021. The abovementioned director will receive a base remuneration of EUR 10,000.00 on a yearly basis for the exercise of her mandate. This amount will be increased with EUR 2,000.00 for each attendance of a meeting of the board of directors, of the audit committee or of the nomination and remuneration committee.

1. Re-appointment of ViBio BVBA, permanently represented by Mr Patrik De Haes, as director, upon proposal of the board of directors of the Company based on the advice received from the nomination and remuneration committee, and decision with respect to the remuneration for the exercise of its mandate as director.

Proposed resolution:

Re-appointment of ViBio BVBA (RPR 0888.215.637), permanently represented by Mr Patrick De Haes, as director of the Company with immediate effect for a four year period, until the closing of the annual meeting resolving on the annual accounts of the financial year that will have ended on 31 December 2021. The abovementioned director will not receive a remuneration for the exercise of its mandate.

9. Power of attorney.

Proposed resolution:

Powers of attorney in the broadest sense to be granted to Mr Claude Sander, acting independently, to draft, execute and sign all documents, instruments, acts and formalities and to give all necessary and useful instructions to implement the aforementioned resolutions, including, but not limited to, the filing of the annual accounts and the consolidated annual accounts closed on 31 December 2017. and the annual report and the statutory auditor's report relating thereto, with the National Bank of Belgium, and the completion of the necessary publication formalities, with the right to delegate.

5. DELIBERATION AND RESOLUTIONS

The annual general shareholders' meeting discharged the chairman from reading the annual report and the auditor's report on the annual accounts relating to the financial year closed on 31 December 2017.

The annual general shareholders' meeting deliberated on the statutory annual accounts and the consolidated accounts relating to the financial year closed on 31 December 2017, the annual report of the board of directors and the auditor's report. The annual accounts contain the balance sheet following the allocation of the results, the income statement and the explanatory notes.

The annual general shareholders' meeting deliberated on the remuneration report and the explanation on the corporate governance in the Company.

After deliberation, the annual general shareholders' meeting took the following decisions by separate vote:

• $1.$ Acknowledgement of the annual report of the board of directors of the Company on the annual accounts relating to the financial year closed on 31 December 2017 and the auditor's report on the annual accounts relating to the financial year closed on 31 December 2017.
• $2.$ Approval of the remuneration report prepared by the board of directors of the Company, as explained by the nomination and remuneration committee and included in the annual report.

Agreed .	______ Not agreed ______	-------------------------------------- Abstention --------------------------------
$\vert 9,308,187 \vert$	,199,659	۰.

Number of shares for which valid votes were casted:	10,507,846
Percentage of the share capital represented by these shares:	27.456%

$3.$ Approval of the statutory annual accounts relating to the financial year closed on 31 December 2017 and on the allocation of the results as proposed by the board of directors of the Company in its annual report.

Agreed _________	Not agreed	Abstention
10,507,846		_________

Number of shares for which valid votes were casted:	10,507,846
Percentage of the share capital represented by these shares:	27.456%

• $4.$ Discharge to the following persons for the exercise of their mandate as director during the financial year closed on 31 December 2017:
• VIZIPHAR Biosciences BVBA, with as permanent representative Mr Gustaaf Van Reet:
• LUGO BVBA, with as permanent representative Mr Luc Philips; $\bullet$
• ViBio BVBA, with as permanent representative Mr Patrik De Haes;
• Innov'activ BVBA, with as permanent representative Mrs Patricia Ceysens;
• Mr Thomas Clay;
• Mr Dr. David Guyer; $\bullet$
• Mr Paul Howes; $\bullet$
• Investea sprl, with as permanent representative Ms Emmanuèle Attout; and
• Baron Philippe Vlerick.

Agreed	_________ Not agreed	_________ Abstention
10,390,846		17,000

Number of shares for which valid votes were casted:	10,507,846
Percentage of the share capital represented by these shares:	$^{\circ}$ 27.456%

Discharge to the auditor, BDO Bedrijfsrevisoren (RLE 0431.088.28), with registered office at Da 5. Vincilaan 9, 1935 Zaventem, represented by Mr Gert Claes, for the performance of its mandate during the financial year closed on 31 December 2017.

$A \text{greed}$	Not agreed	Abstention _________
10,507,846

Number of shares for which valid votes were casted:	10.507.846

$\vert$ Percentage of the share capital represented by these shares:	127.456%

• 1. Acknowledgement and acceptance of (i) the resignation of VIZIPHAR Biosciences BVBA, permanently represented by Mr Gustaaf Van Reet, as director of the Company as of 15 June 2017. (ii) the resignation of Lugo BVBA, permanently represented by Mr Luc Philips, as director of the Company as of 7 September 2017 and (iii) the resignation of Innov'activ BVBA, permanently represent by Mr Particia Ceysens, as director of the Company as of 7 September 2017. To the extent necessary, it is explicitly decided not to appoint new directors to replace these directors in the board of directors.. Consequently, the board of director consists of six directors.
• 1. Re-appointment of Mr David Guyer as director of the Company with immediate effect for a four year period, until the closing of the annual meeting resolving on the annual accounts of the financial year that will have ended on 31 December 2021. The abovementioned director will receive a base remuneration of EUR 10,000 on a yearly basis for the exercise of her mandate. This amount will be increased with EUR 2,000 for each attendance of a meeting of the board of directors, of the audit committee or of the nomination and remuneration committee.

Agreed	_________ Not agreed	Abstention --------------------------------------
10,494,544	13,302	_________

Number of shares for which valid votes were casted:	10,507,846
Percentage of the share capital represented by these shares:	27.456%

1. Re-appointment of ViBio BVBA (RPR 0888.215.637), permanently represented by Mr Patrick De Haes, as director of the Company with immediate effect for a four year period, until the closing of the annual meeting resolving on the annual accounts of the financial year that will have ended on 31 December 2021. The abovementioned director will not receive a remuneration for the exercise of its mandate.

Agreed	$_6$ Not agreed	Abstention
10,422,846	---------------------------------------	85,000 The company construction and construction and

Number of shares for which valid votes were casted:	10,507,846
Percentage of the share capital represented by these shares:	27.456%

1. Powers of attorney in the broadest sense to be granted to Mr Claude Sander, acting independently, to draft, execute and sign all documents, instruments, acts and formalities and to give all necessary and useful instructions to implement the aforementioned resolutions, including, but not limited to, the filing of the annual accounts and the consolidated annual accounts closed on 31 December 2017, and the annual report and the statutory auditor's report relating thereto, with the National Bank of Belgium, and the completion of the necessary publication formalities, with the right to delegate.

Agreed	Not agreed	Abstention
10,507,846
	Number of shares for which valid votes were casted:	10,507,846
	Percentage of the share capital represented by these shares:	27.456%

As all items on the agenda were addressed, the meeting was closed at 03:45 p.m.

After reading and approval of the minutes, these were signed by the members of the bureau and the present or represented shareholders who wished to do so.

ViBio BVBA

Claude Sander Secretary

Represented by its permanent representative Patrick De Haes Chairman

Annex: attendance list $+$ powers of attorney

$\tilde{\Omega}$

THROMBOGENICS NV naamloze vennootschap die een openbaar beroep op het spaarwezen doet Gaston Geenslaan 1 3001 Leuven (Heverlee)

Ondernemingsnummer: 0881.620.924 RPR Leuven

(de Vennootschap)

AANWEZIGHEIDSLIJST JAARLIJKSE ALGEMENE VERGADERING

VAN 2 MEI 2018 OM 13.30 UUR

$\mathbf{1}$ . AANDEELHOUDERS

Aandeelhouder	Vertegenwoordigd door	Aantal aandelen	Handtekening
Bareldam S.A.,
11, Rue Pierre d'Aspelt, 1142 Luxembourg	Patrik De Haes	2,364,232
BNP Paribas Securities Services,
Rue de Loxum 25, Brussels	Claude Sander	913,734
(vertegenwoordigt verschillende fondsen)
BNY Mellon
46, rue Montoyerstraat, Brussels	Claude Sander	3,686,758
(vertegenwoordigt verschillende fondsen)
CLAY Thomas M.,
512 Hawthorn Avenue,	Claude Sander	3,361,555
Boulder, CO 80304 (US)
(vertegenwoordigt verschillende fondsen)
Deutsche Bank AG A'dam,
De Entrée 195, Amsterdam (NL)	Claude Sander	34,198
Government of Norway,
2 Bankplassen, Head Office Oslo,	Claude Sander	8,369
(Norway)
LAERMANS, Paula,
Eikstraat 10, 3360 Korbeek-Lo	Paula Laermans	500
LEURQUIN, Philippe,
Av. Francois Folie 26 bt 10, 1180 Uccle	Philippe Leurquin	3,000
LUGOS
Muntstraat 4, 2800 Mechelen	Luc Philips	25,000
PHILIPS, Luc,
Muntstraat 6 B4, 2800 Mechelen	Luc Philips	7,000
MERTENS Rony,
Witherenstraat 2 A/s, 1800 Vilvoorde	Ronny Mertens	1
MEURRENS, Martine,
Bieststraat 47, 3360 Bierbeek	Martine Meurrens	500
ROORDA, I.J.J.M.
Heer en Beekstraat 41, Rosmalen (NL)	I.J.J.M. Roorda	1

Timmermans, Jean

1000 fileur

E. VAN ESPEN,
Felix Timmermanslaan 1, 2840 Reet	E. Van Espen	20,000
ViBio
Fazantendreef 17, 3140 Keerbergen	Patrik De Haes	81,000
ViBio
Fazantendreef 17, 3140 Keerbergen	Patrik De Haes	4,000
Totaal		10,510,848

$2.$ WARRANTHOUDERS

Warranthouder	Aantal warranten	Handtekening
Totaal

3. BESTUURDERS / COMMISSARIS

Bestuurder	Vertegenwoordigd door	Handtekening
ViBio BVBA Fazantendreef 17 3140 Keerbergen België Ondernemingsnummer: 0888.215.637	DE HAES Patrik Franciscus Albertus
Commissaris	Vertegenwoordigd door	Handtekening
Claude Sander

Deze aanwezigheidslijst werd afgesloten met $\begin{array}{c|c|c|c|c|c|c|c|c} & & & & \rightarrow & \rightarrow & \rightarrow & \rightarrow & \rightarrow & \rightarrow & \rightarrow & \rightarrow & \rightarrow & \rightarrow & \rightarrow & \rightarrow &$

Opgemaakt te Leuven op 2 mei 2018,