Oxurion NV — Proxy Solicitation & Information Statement 2019

Dec 13, 2019

OXURION LIMITED LIABILITY COMPANY at 3001 Heverlee, Gaston Geenslaan 1 Enterprise number: 0881.620.924 (RLE Leuven) www.oxurion.com

info@oxurion.com

CONVOCATION OF THE EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING

As the quorum required for the deliberation and voting on the items on the agenda of the first extraordinary general shareholders' meeting of the Company held on Friday 13 December 2019 was not met, the holders of securities of the Company are invited to attend a second extraordinary general shareholders' meeting, which will be held at the offices of associated notaries Celis, Celis & Liesse at Antwerp, Kasteelpleinstraat 59, on Monday 30 December 2019 at 2:00 p.m. (Belgian time, GMT+1), with the agenda below:

AGENDA

Agenda and proposed resolutions

• 1. Acknowledgement of the report of the board of directors in accordance with article 7:228 of the Belgian Companies and Associations Code with a proposal to improve the Company's equity as included in agenda item 2 for the absorption of losses carried through the decrease of the issuance premiums and a formal capital decrease.
• 1. Deliberation on and approval of the continuation of the Company's activities and recovery measures in accordance with article 7:228 of the Belgian Companies and Associations Code: decrease of the issuance premiums and share capital for the absorption of losses.

Proposed resolution:

Following acknowledgement of the report of the board of directors referred to in agenda item 1, it is decided (i) to continue the Company's operations and (ii) to approve the recovery measures proposed by the board of directors to improve the Company's equity.

In this respect it is decided (i) to decrease the balance sheet item "issuance premiums" for an amount of twelve thousand nine-hundred forty-nine euro and fifty-three cent (EUR 12,949.53) for the absorption by said amount to part of the losses carried over up to 31 December 2018 resulting in the reduction of the balance sheet item "issuance premiums" to zero euro (EUR 0.00) and (ii) to implement a formal decrease of the share capital of the Company for an amount of thirty-six million nine-hundred twenty thousand fourteen euro and eighty-seven cent (EUR 36,920.014,87) for the absorption by said amount to the balance of the losses carried over up to 31 December 2018; following this transactions, all losses transferred up to 31 December 2018 should be absorbed.

Through this capital decrease, the share capital of the Company shall be reduced from one-hundred forty-seven million nine-hundred seventy-six thousand nine-hundred forty-six euro and eight-seven cent (EUR 147,976,946.87) to one-hundred eleven million fifty-six thousand nine-hundred thirty-two euro and zero cent (EUR 111,056,932.00), without cancellation of existing shares. The capital decrease shall be borne in the same way by each of the existing shares. Therefore, following the realisation of the capital decrease, each share shall represent an equal part of the share capital remaining following the decrease. From a tax perspective, the capital decrease shall only be imputed to the actual paid-up share capital.

1. Amendment articles of association.

Proposed resolution:

The articles of association of the Company shall be amended in accordance with the decisions taken with respect to the formal capital decrease in the second item on the agenda: amendment of the amount of the share capital in article 5 of the articles of association.

1. Proxy.

Proposed resolution:

The meeting grants a special power of attorney to the board of directors and the managing director, with the right of substitution, with the broadest powers that are necessary or useful for the implementation of the decisions taken. Furthermore, the meeting grants a special power of attorney to the enacting notary to draft and to sign the coordinated version of the articles of association and to file them with the registry of the competent commercial court, in accordance with the applicable legal provisions.

Quorum

The quorum is not applicable to this second meeting, so that the second meeting can resolve regardless of the share capital represented.

PARTICIPATION TO THE MEETING

Admission requirements

The board of directors points out that only the persons who have fulfilled the two conditions set out below under point 1 and 2, will have the right to participate in and to vote at the second extraordinary general shareholders' meeting.

1. Registration of the shares

The right to participate in and to vote at the second extraordinary general shareholders' meeting is granted on the basis of the accounting registration of the shares in name of the shareholder, on 16 December 2019, at midnight (Belgian time, GMT+1) (the "registration date"). This registration is determined as follows:

• for registered shares: registration will be established through their registration in the register of shares of the Company, on the registration date;
• for dematerialized shares: registration will be established through their registration in the accounts of a licensed account holder or a settlement institution. The licensed account holder or settlement institution provides the shareholder with a certificate stating how many dematerialized shares are registered in its accounts in the name of the shareholder on the registration date.

Only persons who are shareholders on the registration date are entitled to participate in and vote at the general shareholders' meeting.

1. Notification of the intention to participate to the second extraordinary general shareholders' meeting

The shareholder must notify the Company, at the latest on 24 December 2019, that he or she wishes to participate in the extraordinary general shareholders' meeting and the number of shares for which he or she wishes to vote. The certificate, if any, issued by the licensed account holder or the settlement institution, is to be attached to the notification. The notification should be done by e-mail to claude.sander@oxurion.com, by fax to +32 16 751 311 or by letter to the attention of Claude Sander, Gaston Geenslaan 1, 3001 Heverlee.

The holders of securities (other than shares), are allowed to attend the second extraordinary general shareholders' meeting, subject to compliance with the admission requirements for shareholders.

Participants are invited to be present on Monday 30 December 2019, as from 1h45 in order to allow for an efficient handling of the registration formalities.

The shareholders or, as the case may be, their legal representatives or their proxy holders should proof their identity prior to the start of the meeting, if they are natural persons, by presenting their identity card or passport or an equivalent document and, if they are legal persons, their legal representatives should in addition deliver the relevant documents demonstrating in detail their identity and their representation power.

The right to ask questions

Shareholders that meet the requirements to be admitted to the extraordinary general shareholders' meeting may raise questions to the directors of the Company during the meeting regarding the items listed on the agenda. These questions may also be raised in writing by e-mail to claude.sander@oxurion.com, at the latest on 24 December 2019.

More detailed information on the right to ask questions pursuant to article 7:139 BCCA can be found on the website (www.oxurion.com).

Proxies

Shareholders who wish to be represented, should use the proxy form which has been prepared up by the board of directors. Such proxy form can be obtained at the registered office of the Company and will also be available on the website of the Company (www.oxurion.com). Other proxies will not be accepted.

The proxies that have been granted for the first extraordinary general shareholders' meeting remain valid for this second extraordinary general shareholders' meeting. New proxies will be allowed within the terms and subject to the conditions set out below.

An original proxy must be submitted at the registered office of the Company for the attention of the mr Claude Sander, Gaston Geenslaan 1, 3001 Heverlee, no later than 24 December 2019 at midnight (Belgian time, GMT+1).

The shareholders are requested to strictly follow the instructions set out on the proxy form. Only originally executed proxy forms, filled out completely and accurately, will be accepted.

Provision of documents

The holders of securities may consult the relevant documents mentioned in the agenda at the registered office of the Company (Gaston Geenslaan 1, 3001 Heverlee), as from Friday 13 December 2019, during weekdays and during normal office hours.

The holders of securities may obtain a free copy of these documents at the registered office of the Company, upon written request to Claude Sander, Gaston Geenslaan 1, 3001 Heverlee or by e-mail to claude.sander@oxurion.com.

All relevant information regarding this extraordinary general shareholders' meeting, including the report mentioned in the agenda and the information which must be published on the website of the Company, in accordance with article 7:129 §2 BCCA, will be available on the website of the Company (www.oxurion.com) as from Friday 13 December 2019.

The board of directors