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Oxurion NV — AGM Information 2022
May 6, 2022
3987_rns_2022-05-06_bac69eed-fc9f-4515-a137-4588713f2cb7.pdf
AGM Information
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OXURION PUBLIC LIMITED LIABILITY COMPANY Gaston Geenslaan 1 3001 Heverlee Enterprise number: 0881.620.924 RLE Leuven www.oxurion.com [email protected]
(the Company)
MINUTES OF THE ORDINARY GENERAL SHAREHOLDERS' MEETING HELD ON 3 MAY 2022 1
These minutes reflect the deliberation and decisions made during the ordinary general shareholders' meeting, held on Tuesday 3 May 2022 at Gaston Geenslaan 14, 3001 Heverlee (Belgium).
1. COMPOSITION OF THE BUREAU
The ordinary general shareholders' meeting was opened at 2 p.m. (Belgian time, GMT+1), under the chairmanship of MeRoNo BV, with Patrik De Haes as permanent representative. The other present directors completed the bureau.
Midico BV, represented by its sole director Michaël Dillen, was appointed as secretary of the ordinary general shareholders' meeting.
2. CONVOCATIONS
The secretary noted that the convening notice for the ordinary general shareholders' meeting including the agenda and proposed resolutions was published in the Belgian Official Gazette on 4 April 2022 and in De Tijd on 1 April 2022 (at least 30 days before the ordinary 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 on 1 April 2022 (at least 30 days before the ordinary general shareholders' meeting). In addition, the secretary noted that the convening notice including the agenda and proposed resolutions was sent by e-mail to the subscription rights holders, the holders of convertible bonds, as well as the directors and the statutory auditor on 1 April and 4 April 2022 (at least 30 days before the ordinary general shareholders' meeting).
The secretary noted that the ordinary general shareholders' meeting was convened in accordance with the articles 7:128, 7:129 and 7:132 of the Belgian Code of Companies and Associations (BCCA), that there are no shareholders who used the right to add items to the agenda or to submit resolution proposals in accordance with article 7:130 of the BCCA and therefore that the ordinary general shareholders' meeting could validly deliberate on the proposed items on the agenda.
3. PRESENCE
The secretary clarified that only the following persons may participate at the ordinary general shareholders' meeting: (i) the shareholders who have an accounting registration of shares in their names, on Tuesday 19
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.
April 2022, at midnight (Belgian time, GMT+1), (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 ordinary general shareholders' meeting on Wednesday 27 April 2022 at the latest and (ii) the holders of subscription rights and the holders of convertible bonds who have notified the Company in writing on Wednesday 27 April 2022 at the latest of their intention to attend the ordinary 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 or have issued their vote through a ballot paper. This attendance list was executed by each relevant shareholder or by its power of attorney holder, before the opening of the meeting, except for shareholders who voted through ballot paper. The attendance list and the powers of attorney and ballot papers are attached to these minutes.
The chairman established on the basis of the attendance list that 20 shareholders were present or validly represented or submitted a valid ballot paper, together holding 12.785.425 shares. The secretary set out that no quorum requirement applies for the deliberation and voting at an ordinary general shareholders' meeting.
4. AGENDA OF THE ORDINARY GENERAL SHAREHOLDERS' MEETING
The chairman set out the agenda of the ordinary general shareholders' meeting as follows:
-
- Acknowledgment of:
- the annual report of the board of directors on the annual accounts relating to the financial year closed on 31 December 2021 (including the corporate governance policy of the Company);
- the statutory auditor's report on the annual accounts relating to the financial year closed on 31 December 2021; and
- the consolidated annual accounts relating to the financial year closed on 31 December 2021.
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 2021, the statutory auditor's report on the annual accounts relating to the financial year closed on 31 December 2021 and the consolidated annual accounts relating to the financial year closed on 31 December 2021.
- Approval of the remuneration report of the board of directors, 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.
-
- Approval of:
- the statutory annual accounts relating to the financial year closed on 31 December 2021; 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 2021 and on the allocation of the results as proposed by the board of directors of the Company in its annual report.
- Approval, upon proposal of the board of directors of the Company and based on the advice received from the nomination and remuneration committee, of the remuneration policy of the Company.
Proposed resolution:
Approval of the remuneration policy with respect to the directors, the other persons charged with the management and the persons charged with the day-to-day management of the Company.
- Discharge to the directors of the Company for the exercise of their mandate as director during the financial year closed on 31 December 2021.
Proposed resolution:
Discharge to the following persons for the exercise of their mandate as a director during the financial year closed on 31 December 2021:
- ViBio BV, having its registered office at 3140 Keerbergen, Fazantendreef 17, registered in the register of legal entities (Leuven) under the number 0888.215.637, with permanent representative Mr. Patrik De Haes (for the period from 1 January 2021 up to and including 15 May 2021);
- MeRoNo BV, having its registered office at 1000 Brussels, Wolvengracht 48, box 5/13, registered in the register of legal entities (Brussels – Dutch-speaking division) under the number 0771.312.029, with permanent representative Mr. Patrik De Haes (for the period from 15 May 2021 up to and including 31 December 2021);
- Mr. Thomas Clay;
- Mr. David Guyer, M.D.;
- Mr. Thomas Graney (for the period from 13 August 2021 up to and including 31 December 2021);
- Ms. Adrienne Graves;
- INVESTEA SRL, having its registered office at 1150 Sint-Pieters-Woluwe, Jan Olieslagerslaan 22, box 16, registered in the register of legal entities (Brussels – Frenchspeaking division) under the number 0554.946.205, with permanent representative Ms. Emmanuèle Attout; and
- Baron Philippe Vlerick.
-
- Discharge to the statutory auditor of the Company for the exercise of its mandate during the financial year closed on 31 December 2021.
Proposed resolution:
Discharge to the statutory auditor, BDO Bedrijfsrevisoren BV (RLE 0431.088.289), having its registered office at Da Vincilaan 9, 1935 Zaventem, represented by Mr. Gert Claes, auditor, for the performance of its mandate during the financial year closed on 31 December 2021.
- Appointment of PwC Bedrijfsrevisoren BV, represented by Mr. Didier Delanoye, as statutory auditor upon the proposal of the board of directors of the Company, after proposal of the audit committee, and decision on the remuneration for the exercise of the mandate as statutory auditor.
Proposed resolution:
Upon proposal of the board of directors, after the proposal of the audit committee of the Company, the general meeting resolved to: (i) appoint PwC Bedrijfsrevisoren BV, Culliganlaan 5, 1J, 1831 Diegem, Belgium, represented by Mr. Didier Delanoye, auditor, as statutory auditor of the Company, for a period of three years ending immediately after the close of the meeting that will decide on the annual accounts for the financial year to be closed on December 31, 2024, and (ii) determine the annual remuneration of the statutory auditor at EUR 113,050.00 for the audit of the statutory annual accounts and the consolidated annual accounts of the group. This amount is exclusive of expenses and VAT.
- Reappointment of (i) Mr. Thomas Clay, (ii) MeRoNo BV, aforementioned, with permanent representative Mr. Patrik De Haes, (iii) Mr. David Guyer, M.D., (iv) Ms. Adrienne Graves, as nonexecutive directors, and (v) Mr. Thomas Graney, as executive director, upon proposal of the board of directors of the Company, after advice of the nomination and remuneration committee, and decision on the remuneration for the exercise of their mandate as director.
Commentary to the item on the agenda:
The curricula vitae of Mr. Patrik De Haes (permanent representative of MeRoNo BV), Mr. Thomas Clay, Mr. David Guyer, M.D., Ms. Adrienne Graves and Mr. Thomas Graney are available on the Company's website (www.oxurion.be). The board of directors is of the opinion that Mr. Thomas Clay, Mr. David Guyer, M.D., and Ms. Adrienne Graves meet the independence criteria set out in article 7:87 of the BCCA and provision 3.5. of the Belgian Corporate Governance Code 2020.
Proposed resolutions:
- 8.1. Resolution to reappoint Mr. Thomas Clay, as independent non-executive director of the Company (as Mr. Thomas Clay meets the independence criteria of article 7:87 of the BCCA and provision 3.5 of the Belgian Corporate Governance Code 2020), with immediate effect for a period of two years that will expire after the close of the general meeting that will decide on the annual accounts for the financial year to be closed on December 31, 2023. His mandate will be remunerated in accordance with the remuneration for non-executive directors adopted by the general meeting of 7 May 2019 and as confirmed in the approved Remuneration Policy 2021 (available on the website of the Company (www.oxurion.be);
- 8.2. Resolution to reappoint MeRoNo BV, with registered office at 1000 Brussels, Wolvengracht 48, box 5/13, registered in the register of legal entities (Brussels – Dutch-speaking division) under number 0771.312.029, permanently represented by Mr. Patrik De Haes, as non-executive director of the Company, with immediate effect for a period of three years ending after the close of the general meeting that will decide on the annual accounts for the financial year to be closed on December 31, 2024. Its mandate will be remunerated in accordance with the remuneration for non-executive directors adopted by the general meeting of 7 May 2019 and as confirmed in the approved Remuneration Policy 2021 (available on the website of the Company (www.oxurion.be);
- 8.3. Resolution to reappoint Mr. David Guyer, M.D., as independent non-executive director of the Company (as Mr. David Guyer, M.D., meets the independence criteria of article 7:87 of the BCCA and provision 3.5 of the Belgian Corporate Governance Code 2020), with immediate effect for a period of three years that will expire after the close of the meeting that will decide on the annual accounts for the financial year to be closed on December 31, 2024. His mandate will be remunerated in accordance with the remuneration for non-executive directors adopted by the general meeting of 7 May 2019 and as confirmed in the approved Remuneration Policy 2021 (available on the website of the Company (www.oxurion.be);
- 8.4. Resolution to reappoint Ms. Adrienne Graves, as independent non-executive director of the Company (as Ms. Adrienne Graves meets the independence criteria of article 7:87 of the BCCA and provision 3.5 of the Belgian Corporate Governance Code 2020), with immediate effect for a period of four years that will expire after the close of the meeting that will decide on the annual accounts for the financial year to be closed on December 31, 2025. Her mandate will be remunerated in accordance with the remuneration for non-executive directors adopted by the general meeting of 7 May 2019 and as confirmed in the approved Remuneration Policy 2021 (available on the website of the Company (www.oxurion.be);
- 8.5. Resolution to reappoint Mr. Thomas Graney, as executive director with immediate effect for a period of four years expiring at the close of the general meeting that will decide on the annual accounts for the financial year ending December 31, 2025. His mandate as director will not be remunerated.
All the aforementioned directors chose the registered office of the Company as their place of residence in view of their mandate as director.
In accordance with article 24 of the articles of association, the Company is represented as follows: "(1) General powers
Without prejudice to the general representative power of the board of directors as a collegiate body, the company is validly represented in and out of court by two directors acting jointly, who are not required to provide proof of a prior decision of the board of directors.
(2) Delegated administrative powers
The company is also validly represented in and out of court with regard to the day-to-day management by the managing director(s) who act(s) alone or jointly in implementation of the delegation decision of the board of directors.
In addition, the company is legally bound by special proxyholders within the limits of the power of attorney granted to them."
- Approval change of control provisions within the framework of article 7:151 of the BCCA.
Commentary to the item on the agenda:
Pursuant to article 7:151 of the BCCA, the General Meeting is solely competent to approve "change of control clauses" whereby third parties are granted rights having a substantial influence on the assets of the Company or causing a substantial debt or undertaking for the Company, if the exercise of such rights depends on the launch of a public takeover bid on the shares of the Company or a change of control thereof. Such clause is included in the convertible bond financing entered into by the Company on November 21, 2021, for an amount of EUR 10,000,000.00 with Kreos Capital / Pontifax Ventures (the Convertible Bond Financing). The terms of the Convertible Bond Financing provide for a change of control clause - condition 7.3 (of the 'Conditions and Terms of the convertible bonds') (Redemption upon a Change of Control) in view of which, for each convertible bond issued under the Convertible Bond Financing, each bondholder may in certain circumstances require the Company to redeem the convertible bonds on the closing of the change of control transaction, in an amount equal to the accreted principal amount together with (i) during the interest only period, any accrued but uncapitalized payment in kind interest; or (ii) during the amortizing period, any accrued but unpaid cash interest. To exercise such right, the relevant bondholder must notify the Company during the period commencing on the occurrence of a change of control and ending 60 calendar days later. Pursuant to article 7:151 of the BCCA, this clause must be approved by the general meeting, and it is hereby proposed to grant this approval for all bonds issued under the Convertible Bond Financing.
Proposed resolution:
Pursuant to article 7:151 of the BCCA, the general meeting approved: (i) condition 7.3 (of the 'Conditions and Terms of the convertible bonds') (Redemption upon a Change of Control) in view of which, for each convertible bond issued under the Convertible Bond Financing, each bondholder may in certain circumstances require the Company to redeem the convertible bonds on the closing of the change of control transaction, in an amount equal to the accreted principal amount together with (i) during the interest only period, any accrued but uncapitalized payment in kind interest; or (ii) during the amortizing period, any accrued but unpaid cash interest. To exercise such right, the relevant bondholder must notify the Company during the period commencing on the occurrence of a change of control and ending 60 calendar days later; and (ii) of any other provision of the Convertible Bond Financing granting rights to third parties which could affect an obligation on the Company, where in each case the exercise of these rights is dependent on the occurrence of a change of control.
10. Power of attorney.
Proposed resolution:
Powers of attorney in the broadest sense to be granted to Mr. Michaël DILLEN, in his capacity as sole director of Midico BV, being the Company's Chief Business Officer and Corporate Secretary, 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 2021, 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 (including the signing of any publication forms), with the right to delegate.
5. DELIBERATION AND RESOLUTIONS
The ordinary general shareholders' meeting discharged the chairman from reading the annual report and the statutory auditor's report on the annual accounts relating to the financial year closed on 31 December 2021.
The ordinary general shareholders' meeting deliberated on the statutory annual accounts and the consolidated accounts relating to the financial year closed on 31 December 2021, 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 ordinary general shareholders' meeting deliberated on the remuneration report and the explanation on the corporate governance in the Company. The chairman noted that the remuneration policy - which is valid for a period of four years as from its approval at the special general shareholders' meeting held in August 2021 remained unaltered. The third resolution of this ordinary general shareholders' meeting merely constitutes the approval of the policy conducted in respect of remuneration over financial year 2021 and therefore does not concern the approval of a new remuneration policy in accordance with article 7:89/1 of the BCCA.
After deliberation, the ordinary general shareholders' meeting took the following decisions by separate vote:
- 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 |
|---|---|---|
| 9,149,263 | 3,636,162 | 0 |
| Number of shares for which valid votes were casted: | 12,785,425 |
|---|---|
| Percentage of the share capital represented by these shares: | 26.85% |
- Approval of the statutory annual accounts relating to the financial year closed on 31 December 2021 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 |
|---|---|---|
| 12,779,803 | 0 | 5,622 |
| Number of shares for which valid votes were casted: | 12,785,425 |
|---|---|
| Percentage of the share capital represented by these shares: | 26.85% |
- Approval of the remuneration policy with respect to the directors, the other persons charged with management and the persons charged with the daily management of the Company.
| Agreed | Not agreed | Abstention |
|---|---|---|
| 9,149,063 | 3,630,540 | 5,822 |
| Number of shares for which valid votes were casted: | 12,785,425 |
|---|---|
| Percentage of the share capital represented by these shares: | 26.85% |
-
- Discharge to the following persons for the exercise of their mandate as a director during the financial year closed on 31 December 2021:
- ViBio BV, having its registered office at 3140 Keerbergen, Fazantendreef 17, registered in the register of legal entities (Leuven) under the number 0888.215.637, with permanent representative Mr. Patrik De Haes (for the period from 1 January 2021 up to and including 15 May 2021);
- MeRoNo BV, having its registered office at 1000 Brussels, Wolvengracht 48, box 5/13, registered in the register of legal entities (Brussels – Dutch-speaking division) under the number 0771.312.029, with permanent representative Mr. Patrik De Haes (for the period from 15 May 2021 up to and including 31 December 2021);
- Mr. Thomas Clay;
- Mr. David Guyer, M.D.;
- Mr. Thomas Graney (for the period from 13 August 2021 up to and including 31 December 2021);
- Ms. Adrienne Graves;
- INVESTEA SRL, having its registered office at 1150 Sint-Pieters-Woluwe, Jan Olieslagerslaan 22, box 16, registered in the register of legal entities (Brussels – Frenchspeaking division) under the number 0554.946.205, with permanent representative Ms. Emmanuèle Attout; and
- Baron Philippe Vlerick.
| Agreed | Not agreed | Abstention |
|---|---|---|
| 12,779,803 | 0 | 5,622 |
| Number of shares for which valid votes were casted: | 12,785,425 |
|---|---|
| Percentage of the share capital represented by these shares: | 26.85% |
- Discharge to the statutory auditor, BDO Bedrijfsrevisoren BV (RLE 0431.088.289), having its registered office at Da Vincilaan 9, 1935 Zaventem, represented by Mr. Gert Claes, auditor, for the performance of its mandate during the financial year closed on 31 December 2021.
| Agreed | Not agreed | Abstention |
|---|---|---|
| 12,779,803 | 0 | 5,622 |
| Number of shares for which valid votes were casted: | 12,785,425 |
|---|---|
| Percentage of the share capital represented by these shares: | 26.85% |
- The general meeting resolved to: (i) appoint PwC Bedrijfsrevisoren BV, Culliganlaan 5, 1J, 1831 Diegem, Belgium, represented by Mr. Didier Delanoye, auditor, as statutory auditor of the Company, for a period of three years ending immediately after the close of the meeting that will decide on the annual accounts for the financial year to be closed on December 31, 2024, and (ii) determine the annual remuneration of the statutory auditor at EUR 113,050.00 for the audit of the statutory annual accounts and the consolidated annual accounts of the group. This amount is exclusive of expenses and VAT.
| Agreed | Not agreed | Abstention |
|---|---|---|
| 12,585,984 | 193,819 | 5,622 |
| Number of shares for which valid votes were casted: | 12,785,425 |
|---|---|
| Percentage of the share capital represented by these shares: | 26.85% |
7.1 Resolution to reappoint Mr. Thomas Clay, as independent non-executive director of the Company (as Mr. Thomas Clay meets the independence criteria of article 7:87 of the BCCA and provision 3.5 of the Belgian Corporate Governance Code 2020), with immediate effect for a period of two years that will expire after the close of the general meeting that will decide on the annual accounts for the financial year to be closed on December 31, 2023. His mandate will be remunerated in accordance with the remuneration for non-executive directors adopted by the general meeting of 7 May 2019 and as confirmed in the approved Remuneration Policy 2021 (available on the website of the Company (www.oxurion.be);
| Agreed | Not agreed | Abstention | |
|---|---|---|---|
| 12,474,942 | 304,861 | 5,622 | |
| Number of shares for which valid votes were casted: | 12,785,425 |
| Percentage of the share capital represented by these shares: | 26.85% |
|---|---|
7.2 Resolution to reappoint MeRoNo BV, with registered office at 1000 Brussels, Wolvengracht 48, box 5/13, registered in the register of legal entities (Brussels – Dutch-speaking division) under number 0771.312.029, permanently represented by Mr. Patrik De Haes, as non-executive director of the Company, with immediate effect for a period of three years ending after the close of the general meeting that will decide on the annual accounts for the financial year to be closed on December 31, 2024. Its mandate will be remunerated in accordance with the remuneration for non-executive directors adopted by the general meeting of 7 May 2019 and as confirmed in the approved Remuneration Policy 2021 (available on the website of the Company (www.oxurion.be);
| Agreed | Not agreed | Abstention |
|---|---|---|
| 12,470,142 | 309,661 | 5,622 |
| Number of shares for which valid votes were casted: | 12,785,425 |
|---|---|
| Percentage of the share capital represented by these shares: | 26.85% |
7.3 Resolution to reappoint Mr. David Guyer, M.D., as independent non-executive director of the Company (as Mr. David Guyer, M.D., meets the independence criteria of article 7:87 of the BCCA and provision 3.5 of the Belgian Corporate Governance Code 2020), with immediate effect for a period of three years that will expire after the close of the meeting that will decide on the annual accounts for the financial year to be closed on December 31, 2024. His mandate will be remunerated in accordance with the remuneration for non-executive directors adopted by the general meeting of 7 May 2019 and as confirmed in the approved Remuneration Policy 2021 (available on the website of the Company (www.oxurion.be);
| Agreed | Not agreed | Abstention | |
|---|---|---|---|
| 12,471,901 | 307,902 | 5,622 |
| Number of shares for which valid votes were casted: | 12,785,425 |
|---|---|
| Percentage of the share capital represented by these shares: | 26.85% |
7.4. Resolution to reappoint Ms. Adrienne Graves, as independent non-executive director of the Company (as Ms. Adrienne Graves meets the independence criteria of article 7:87 of the BCCA and provision 3.5 of the Belgian Corporate Governance Code 2020), with immediate effect for a period of four years that will expire after the close of the meeting that will decide on the annual accounts for the financial year to be closed on December 31, 2025. Her mandate will be remunerated in accordance with the
remuneration for non-executive directors adopted by the general meeting of 7 May 2019 and as confirmed in the approved Remuneration Policy 2021 (available on the website of the Company (www.oxurion.be);
| Agreed | Not agreed | Abstention |
|---|---|---|
| 12,779,803 | 0 | 5,622 |
| Number of shares for which valid votes were casted: | 12,785,425 |
|---|---|
| Percentage of the share capital represented by these shares: | 26.85% |
7.5 Resolution to reappoint Mr. Thomas Graney, as executive director with immediate effect for a period of four years expiring at the close of the general meeting that will decide on the annual accounts for the financial year ending December 31, 2025. His mandate as director will not be remunerated.
| Agreed | Not agreed | Abstention |
|---|---|---|
| 12,474,942 | 304,861 | 5,622 |
| Number of shares for which valid votes were casted: | 12,785,425 |
|---|---|
| Percentage of the share capital represented by these shares: | 26.85% |
All the aforementioned directors chose the registered office of the Company as their place of residence in view of their mandate as director.
In accordance with article 24 of the articles of association, the Company is represented as follows: "(1) General powers
Without prejudice to the general representative power of the board of directors as a collegiate body, the company is validly represented in and out of court by two directors acting jointly, who are not required to provide proof of a prior decision of the board of directors.
(2) Delegated administrative powers
The company is also validly represented in and out of court with regard to the day-to-day management by the managing director(s) who act(s) alone or jointly in implementation of the delegation decision of the board of directors.
In addition, the company is legally bound by special proxyholders within the limits of the power of attorney granted to them."
- Pursuant to article 7:151 of the BCCA, the general meeting approved: (i) condition 7.3 (of the 'Conditions and Terms of the convertible bonds') (Redemption upon a Change of Control) in view of which, for each convertible bond issued under the Convertible Bond Financing, each bondholder may in certain circumstances require the Company to redeem the convertible bonds on the closing of the change of control transaction, in an amount equal to the accreted principal amount together with (i) during the interest only period, any accrued but uncapitalized payment in kind interest; or (ii) during the amortizing period, any accrued but unpaid cash interest. To exercise such right, the relevant bondholder must notify the Company during the period commencing on the occurrence of a change of control and ending 60 calendar days later; and (ii) of any other provision of the Convertible Bond Financing granting rights to third parties which could affect an obligation on the Company, where in each case the exercise of these rights is dependent on the occurrence of a change of control.
| Agreed | Not agreed | Abstention |
|---|---|---|
| 12,779,803 | 0 | 5,622 |
| Number of shares for which valid votes were casted: | 12,785,425 |
|---|---|
| Percentage of the share capital represented by these shares: | 26.85% |
- Powers of attorney in the broadest sense were granted to Mr. Michaël DILLEN, in his capacity as sole director of Midico BV, being the Company's Chief Business Officer and Corporate Secretary, 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 2021, 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 (including the signing of any publication forms), with the right to delegate.
| Agreed | Not agreed | Abstention |
|---|---|---|
| 12,779,803 | 0 | 5,622 |
| Number of shares for which valid votes were casted: | 12,785,425 |
|---|---|
| Percentage of the share capital represented by these shares: | 26.85% |
As all items on the agenda were addressed, the meeting was closed at 2.30 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.
MeRoNo BV
Director and chairman of the Board of Directors With permanent representative Mr. Patrik De Haes Midico BV Corporate Secretary Represented by Mr. Michaël Dillen Sole director of Midico BV
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Annex: attendance list + powers of attorney
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