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Sequana Medical N.V. Proxy Solicitation & Information Statement 2022

Apr 27, 2022

3999_rns_2022-04-27_4379d4b5-4554-427c-bc2b-e08bfccd0695.pdf

Proxy Solicitation & Information Statement

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SEQUANA MEDICAL

Limited Liability Company

Registered office: Kortrijksesteenweg 1112 (box 102), 9051 Ghent, Belgium VAT BE 0707.821.866 Register of Legal Entities Ghent, section Ghent

INVITATION ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS' MEETINGS

to be held on Friday, 27 May 2022, at 9:00 a.m. (Belgian time)

The holders of securities issued by Sequana Medical NV (the "Company") are invited to the ordinary general shareholders' meeting of the Company. After the agenda of the ordinary general shareholders' meeting has been treated, the meeting will be shortly suspended in order to be continued as an extraordinary general shareholders' meeting before a notary public.

GENERAL INFORMATION

Date, hour and venue: The ordinary and extraordinary general shareholders' meetings will be held on Friday, 27 May 2022 at 9:00 a.m. (Belgian time), at Kortrijksesteenweg 1112 (box 102), 9051 Ghent, Belgium, or at such other place as will be indicated at that place at that time. There is no attendance quorum requirement for the ordinary general shareholders' meeting. There is, however, an attendance quorum requirement for the items on the agenda of the extraordinary general shareholders' meeting (see also below under "—Extraordinary General Shareholders' Meeting"). If the attendance quorum for the items on the agenda of the extraordinary general shareholders' meeting were not to be reached, a second extraordinary general shareholders' meeting will be held for these items on Wednesday, 22 June 2022, unless, as the case may be, decided otherwise on behalf of the Board of Directors.

In light of the COVID-19 pandemic, it is possible that certain measures imposed by the Belgian government to deal with this pandemic may (still) be in effect on Friday, 27 May 2022 (i.e. the scheduled date of the shareholders' meetings of the Company). These measures are in the interest of the health of individual securities holders, as well as of the members of the personnel of the Company and all other persons who are responsible for organizing the shareholders' meetings. Therefore, it cannot be excluded that the Belgian government may (again) impose additional measures. The Company is monitoring the situation closely, and will, if necessary, disclose additional relevant information and measures affecting the shareholders' meetings on the Company's website (www.sequanamedical.com). In light of this, the Company recommends that the shareholders of the Company that wish to participate to the general shareholders' meetings make use, as much as practically possible, of the right to vote through voting by mail or by means of a written proxy to the Chair of the Board of Directors. Moreover, holders of securities of the Company are encouraged to exercise their right to ask questions related to the items on the agenda of the general shareholders' meetings in writing. The modalities of the aforementioned ways to participate in the shareholders' meetings are set out in this convening notice and in the relevant forms to vote by letter or by proxy.

Opening of the doors: In order to facilitate the keeping of the attendance list on the day of the ordinary and extraordinary general shareholders' meetings, holders of securities and their representatives are invited to register as of 8:15 a.m (Belgian time).

ORDINARY GENERAL SHAREHOLDERS' MEETING

Agenda and proposed resolutions: The agenda and the proposed resolutions of the ordinary general shareholders' meeting of the Company which, as the case may be, can be amended at the meeting on behalf of the Board of Directors, are as follows:

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1. Reports on the statutory financial statements

Submission of, and discussion on, the annual report of the Board of Directors and the report of the Statutory Auditor on the statutory financial statements for the financial year ended on 31 December 2021.

2. Approval of the statutory financial statements

Approval of the statutory financial statements for the financial year ended on 31 December 2021, and of the allocation of the result as proposed by the Board of Directors.

Proposed resolution: The general shareholders' meeting approves the statutory financial statements for the financial year ended on 31 December 2021, as well as the allocation of the result as proposed by the Board of Directors.

3. Reports on the consolidated financial statements

Submission of, and discussion on, the annual report of the Board of Directors and the report of the Statutory Auditor on the consolidated financial statements for the financial year ended on 31 December 2021.

4. Consolidated financial statements

Submission of, and discussion on, the consolidated financial statements for the financial year ended on 31 December 2021.

5. Discharge from liability of the Directors

Discharge from liability of the Directors for the exercise of their mandates during the financial year ended on 31 December 2021.

Proposed resolution: The general shareholders' meeting grants discharge from liability to each of the Directors who was in office during the financial year ended on 31 December 2021, for the performance of its, his or her mandate during that financial year.

6. Discharge from liability of the Statutory Auditor

Discharge from liability of the Statutory Auditor for the exercise of its mandate during the financial year ended on 31 December 2021.

Proposed resolution: The general shareholders' meeting grants discharge from liability to the Statutory Auditor which was in office during the previous financial year, for the performance of its mandate during that financial year.

7. Approval of the remuneration report

Submission of, discussion on, and approval of the remuneration report prepared by the Remuneration and Nomination Committee, and included in the annual report of the Board of Directors for the financial year ended on 31 December 2021.

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Proposed resolution: The general shareholders' meeting approves the remuneration report included in the annual report of the Board of Directors for the financial year ended on 31 December 2021.

8. Approval of the revised remuneration policy

Submission of, discussion on, and approval of the revised remuneration policy prepared by the Remuneration and Nomination Committee, approved by the Board of Directors, and amending the remuneration policy that was approved by the general shareholders' meeting of 27 May 2021.

Proposed resolution: The general shareholders' meeting approves the revised remuneration policy.

9. Appointment of Jackie Fielding as independent non-executive Director

Taking into account the recommendation of the Remuneration and Nomination Committee, the Board of Directors recommends that the appointment of Jackie Fielding as independent non-executive Director of the Company be confirmed and continued. For further information regarding Jackie Fielding, reference is made to the corporate governance statement included in the annual report of the Board of Directors for the financial year ended on 31 December 2021. Notably, on 27 November 2021, the Board of Directors appointed Jackie Fielding as independent non-executive Director of the Company by co-optation following the resignation of Jason Hannon as independent non-executive Director with effect as of 2 September 2021. As a result of this co-optation, Jackie Fielding continued the term of Jason Hannon, who was appointed for a term up to and including the closing of the ordinary general shareholders' meeting of 2022 which will have decided upon the financial statements for the financial year ended on 31 December 2021. Based on information made available by Jackie Fielding, it appears that Jackie Fielding satisfies the applicable requirements in order to be nominated as independent non-executive Director in accordance with Article 7:87 of the Belgian Companies and Associations Code and provision 3.5 of the 2020 Belgian Corporate Governance Code.

Proposed resolution: The general shareholders' meeting resolves to confirm the appointment by co-optation, following the resignation of Jason Hannon, and hereby appoints Jackie Fielding as independent non-executive Director of the Company within the meaning of Article 7:87 of the Belgian Companies and Associations Code and provision 3.5 of the 2020 Belgian Corporate Governance Code, for a term of four years, up to and including the closing of the ordinary general shareholders' meeting to be held in 2026 which will have decided upon the financial statements for the financial year ended on 31 December 2025. The remuneration of the Director is as set out in the Company's remuneration policy, as approved from time to time by the general shareholders' meeting, and (subject to the provisions of the remuneration policy) as determined by the general shareholders' meeting held on 18 January 2019 (which decision entered into force on 12 February 2019).

Note: If the proposed resolution is approved by the general shareholders' meeting, the Company's Board of Directors will be composed of (1) Ian Crosbie, Chief Executive Officer (CEO), executive Director and managing Director (until 2025), (2) Pierre Chauvineau, independent Director and Chair of the Board of Directors (until 2025), (3) WIOT BV, with Wim Ottevaere as permanent representative, independent Director (until 2025), (4) Rudy Dekeyser, non-executive Director (until 2025), (5) Erik Amble, non-executive Director (until 2025), and (6) Jackie Fielding, independent non-executive Director (until 2026).

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10. Remuneration of the Statutory Auditor

Proposal to increase the remuneration of the Statutory Auditor for the duration of its term. This increase results from the introduction of the requirements regarding the European Single Electronic Format pursuant to the Commission Delegated Regulation 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format, broadening the scope of the audit activities performed by the Statutory Auditor.

Proposed resolution: The general shareholders' meeting resolves to approve the increase of the annual remuneration of the Statutory Auditor from EUR 64,900.00, as approved by the general shareholders' meeting of 27 May 2021, to EUR 75,000.00 for the audit of the statutory and the consolidated accounts of the Sequana Medical group for the financial year ended on 31 December 2021 and following financial years. This amount is exclusive of sundry expenses, IBR-IRE contribution and VAT, and is subject to an annual indexation as from 2022.

11. Approvals in accordance with Article 7:151 of the Belgian Companies and Associations Code

On the date hereof, the following of the subordinated loan agreements of the Company are still in force following amendments entered into in 2021 (collectively, the "Loan Agreements"): (a) non-convertible loan agreement of 27 July 2020 between the Company and Belfius Insurance NV, as amended by the amendment agreement of 15 December 2021, for an aggregate principal amount of EUR 2,000,000.00; (b) non-convertible loan agreement of 17 July 2020 between the Company and Sensinnovat BV, as amended by the amendment agreement of 14 December 2021, for an aggregate principal amount of EUR 400,000.00; (c) convertible loan agreement of 17 July 2020 between the Company and PMV/z-Leningen NV, as amended by the amendment agreement of 20 December 2021, for an aggregate principal amount of EUR 800,000.00; and (d) addendum to the abovementioned convertible loan agreement of 17 July 2020 between the Company and PMV/z-Leningen NV, as amended by the amendment agreement of 20 December 2021, for an additional aggregate principal amount of EUR 3,500,000.00. Each of the abovementioned Loan Agreements (as amended) provide that upon the occurrence of a "change of control" (as described below), the relevant lender may declare the relevant loan to be due and payable, together with accrued interest thereon and any other sums then owed by the Company thereunder. In this context, "change of control" means the holders of shares in the Company at the date of the relevant Loan Agreement ceasing to directly or indirectly control the Company; whereby "control" means the power to: (a) cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at the shareholders' meeting of the Company; (b) appoint or remove all, or the majority of, the Directors of the Company; or (c) give directions with respect to the operating and financial policies of the Company. For more information on the abovementioned Loan Agreements, reference is made to annual report of the Board of Directors on the consolidated financial statements for the financial year ended on 31 December 2021.

Proposed resolution: The general shareholders' meeting takes note of, approves and ratifies, insofar as required, in accordance with Article 7:151 of the Belgian Companies and Associations Code, all clauses in the Loan Agreements (as amended), which fall or could be considered to fall within the scope of Article 7:751 of the Belgian Companies and Associations Code (relating to the granting of rights to third parties that substantially affect the Company's assets and liabilities, or give rise to a substantial debt or commitment on its behalf, when the exercise of these rights is subject to the launching of a public takeover bid on the shares of the Company or to a change in the control exercised over it). The general

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shareholders' meeting also grants a special power of attorney to each Director of the Company, to the notary public Stijn Raes, to Fin-2K BV, represented by Kirsten Van Bockstaele (Chief Financial Officer), and to Olivier Vanoost (Director FP&A) (each a "Proxy Holder"), each Proxy Holder acting singly and with the right of substitution, to complete the formalities required by Article 7:151 of the Belgian Companies and Associations Code with regard to this resolution, including, but not limited to, the execution of all documents and forms required for the publication of this resolution in the annexes to the Belgian Official Gazette.

No attendance quorum: There is no attendance quorum requirement for the deliberation and voting on the agenda items referred to in the aforementioned agenda of the ordinary general shareholders' meeting.

Voting and majority: Subject to applicable legal provisions, each share shall have one vote. In accordance with applicable law, the proposed resolutions referred to in the aforementioned agenda of the ordinary general shareholders' meeting shall be passed if they are approved by a simple majority of the votes validly cast by the shareholders. Pursuant to Article 7:135 of the Belgian Companies and Associations Code, the holders of subscription rights have the right to participate to the ordinary general shareholders' meeting, but only with an advisory vote.

EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING

Agenda and proposed resolutions: The agenda and proposed resolutions of the extraordinary general shareholders' meeting of the Company which, as the case may be, can be amended at the meeting on behalf of the Board of Directors, are as follows:

1. Submission of the special report of the Board of Directors in accordance with Article 7:199 of the Belgian Companies and Associations Code relating to the proposal to renew the authorised capital

Consideration, discussion and submission of the special report of the Board of Directors in accordance with Article 7:199 of the Belgian Companies and Associations Code relating to the proposal to renew the powers granted to the Board of Directors under the authorised capital, as set out below in item 2 of the agenda of the extraordinary general shareholders' meeting, and setting out the specific circumstances in which the Board of Directors will be able to use its powers under the authorised capital, and the purposes that it should pursue.

2. Renewal of the authorisation to the Board of Directors to increase the share capital within the framework of the authorised capital

Proposed resolution: The extraordinary general shareholders' meeting resolves to renew the authorisation to the Board of Directors to increase the share capital in one or several times, during a period of five (5) years as from the publication in the Annexes to the Belgian Official Gazette of this authorisation, with an aggregate amount equal to up to 100% of the current amount of the share capital of the Company, and this in accordance with the terms and conditions set forth in the special report of the Board of Directors prepared in accordance with Article 7:199 of the Belgian Companies and Associations Code, as referred to in agenda item 1 of this extraordinary general shareholders' meeting. Consequently, the extraordinary general shareholders' meeting resolves to delete the first and third paragraphs of Article 8 "Authorised capital" of the Articles of Association of the Company entirely and to replace the first and third paragraph of Article 8 respectively with the following text (whereby the amount referred to in the sub-section between brackets in the first paragraph shall be the amount of the Company's share capital at the time of the general shareholders' meeting approving the authorised capital, the date referred to in the sub-section between square brackets in the third paragraph shall be the date of the general shareholders' meeting

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approving the renewed authorised capital, and the other provisions of Article 8 remain in place and are re-approved):

  • (a) text of the first paragraph: "The board of directors is authorised to increase the share capital of the company on one or several occasions by a maximum aggregate amount of [100% of the company's share capital at the time of the adoption of the new authorised capital]."
  • (b) text of the third paragraph: "This authorisation is valid for a period of five years as from the date of publication in the Annexes to the Belgian Official Gazette of an extract of the minutes of the extraordinary general shareholders' meeting of the company held on [date of the general shareholders' meeting approving the renewed authorised capital]."

3. Submission of reports in relation to the Bootstrap Warrants

Submission of the following reports in relation to the Bootstrap Warrants (as defined below):

  • (a) the report of the Board of Directors of the Company in accordance with Articles 7:180, 7:191 and 7:193 of the Belgian Companies and Associations Code of 23 March 2019 (as amended) (the "Belgian Companies and Associations Code") in relation to the proposal to issue ten (10) new subscription rights for shares of the Company, named the "Bootstrap Warrants", and to dis-apply, in the interest of the Company, the preferential subscription right of the existing shareholders of the Company and, as far as needed, of the holders of outstanding subscription rights (share options) of the Company, to the benefit of Bootstrap Europe S.C.Sp. ("Bootstrap") (and its permitted successors and assigns); and
  • (b) the report of the Statutory Auditor of the Company in accordance with Articles 7:180, 7:191 and 7:193 of the Belgian Companies and Associations Code in relation to the proposal to issue ten (10) Bootstrap Warrants, and to dis-apply, in the interest of the Company, the preferential subscription right of the existing shareholders of the Company and, as far as needed, of the holders of outstanding subscription rights (share options) of the Company, to the benefit of Bootstrap (and its permitted successors and assigns).

4. Proposal to issue new Bootstrap Warrants to Bootstrap

Proposed resolution: The extraordinary general shareholders' meeting resolves to approve the issuance of ten (10) new subscription rights for shares of the Company, named the "Bootstrap Warrants", and to dis-apply, in the interest of the Company, the preferential subscription right of the existing shareholders of the Company and, as far as needed, of the holders of outstanding subscription rights (share options) of the Company, to the benefit of Bootstrap (and its permitted successors and assigns). In view thereof, the extraordinary general shareholders' meeting resolves as follows:

  • (a) Terms and conditions of the warrants: The terms and conditions of the Bootstrap Warrants shall be as set out in the annex to the report of the Board of Directors referred to in point 3(a) of the agenda (for the purpose of this resolution, the "Conditions"), a copy of which shall remain attached to the minutes reflecting the present resolution. The main terms of the Bootstrap Warrants can, for informational purposes, be summarised as follows, and are, mutatis mutandis, equivalent to the initial subscription right that was granted to Bootstrap on 2 September 2016:
  • (i) Subscription rights for ordinary shares: The Bootstrap Warrants give Bootstrap the right to subscribe upon exercise of the 10 Bootstrap Warrants

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for an aggregate of up to 302,804 new shares of the Company at an issue price of EUR 3.21 per underlying new share, in whole or in part, at one or several occasions (the 'Cash Exercise' (as set out in Condition 4.8(a))). The Conditions also provide for a 'Cashless Exercise' (as set out in Condition 4.8(b)) and, in case of specific sale events, a "Net Issuance Exercise" (as set out in Condition 5) mechanism. The number of shares to be issued upon exercise of the Bootstrap Warrants is subject to certain adjustments, as set out in the Conditions.

  • (ii) Exercise price: The exercise price of the Bootstrap Warrants depends on the applicable exercise mechanism. In the event of a Cash Exercise, the Bootstrap Warrants can be exercised at a price of EUR 3.21 per new share. In the event of a Cashless Exercise, the Bootstrap Warrants can be exercised at a price equal to the fractional value of the shares of the Company, i.e., currently rounded EUR 0.1036 per share. In the event of a Net Exercise, no exercise price should be paid by Bootstrap. The exercise price of the Bootstrap Warrants is subject to certain adjustments, as set out in the Conditions.
  • (iii) Duration: The Bootstrap Warrants have a term commencing on the date on which the Bootstrap Warrants have been issued by the extraordinary shareholders' meeting and ending on 11:59 p.m. (Belgian time) on 2 September 2026.
  • (iv) Transferability: Bootstrap shall be entitled to transfer or assign the Bootstrap Warrants subject to the terms and conditions set out in the Conditions.
  • (b) Underlying shares: The Bootstrap Warrants shall entitle the holders thereof to subscribe for new ordinary shares to be issued by the Company in registered form. The new shares to be issued at the occasion of the exercise of the Bootstrap Warrants shall have the same rights and benefits as, and rank pari passu in all respects, including as to entitlements to dividends and other distributions, with, the existing and outstanding shares of the Company at the moment of their issuance, and will be entitled to dividends and other distributions in respect of which the relevant record date or due date falls on or after the date of issue of the shares.
  • (c) Disapplication of the preferential subscription right to the benefit of Bootstrap: The general shareholders' meeting resolves, in accordance with Articles 7:191 and 7:193 of the Belgian Companies and Associations Code, to dis-apply, in the interest of the Company, the preferential subscription right of the existing shareholders of the Company and, as far as needed, of the holders of outstanding subscription rights (share options) of the Company, to the benefit of Bootstrap (and its permitted successors and assigns), and to issue the Bootstrap Warrants to Bootstrap, as further explained in the report of the Board of Directors referred to in point 3(a) of the agenda.
  • (d) Capital increase and allocation of the exercise price: Upon each exercise of the Bootstrap Warrants and the resulting issuance of new shares, the Company's share capital will be increased. Subject to, and in accordance with, the provisions of the Conditions, upon exercise of the Bootstrap Warrants and issue of new shares, the aggregate amount of the applicable exercise price of the Bootstrap Warrants will be allocated to the share capital of the Company. If the applicable issue price, per underlying new share issued, is greater than the fractional value of the existing shares immediately prior to the capital increase, then the applicable aggregate issue price shall be allocated in such a manner that per new share issued (i) a part of the applicable aggregate issue price equal to the fractional value of the existing shares immediately prior to the capital increase shall be booked as share capital, and (ii) the

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balance of the applicable aggregate issue price shall be booked as issue premium. This issue premium will be booked on a separate account as net equity on the liabilities side of the Company's balance sheet and can only be reduced in execution of a valid decision of the Company in accordance with the Belgian Companies and Associations Code. Following the issue of the new shares and the capital increase resulting therefrom, each of the shares (existing and new) shall represent the same fraction of the Company's share capital.

  • (e) Powers of attorney: The Board of Directors is authorised to implement and execute the resolutions passed by the general shareholders' meeting in connection with the Bootstrap Warrants, and to take all steps and carry out all formalities that shall be required by virtue of the Conditions of the Bootstrap Warrants, the Company's Articles of Association and applicable law in order to issue or transfer the shares upon exercise of the Bootstrap Warrants. Furthermore, each of the Company's Directors, Fin-2K BV, represented by Kirsten Van Bockstaele (Chief Financial Officer), and Olivier Vanoost (Director FP&A), each such person acting individually and with possibility of sub-delegation and the power of subrogation, shall have the power, upon exercise of the Bootstrap Warrants, (i) to proceed with the recording of (A) the capital increase and issue of new shares resulting from such exercise, (B) the allocation of the share capital and (as applicable) the issue premium, and (C) the amendment of the Company's Articles of Association in order to reflect the new share capital and number of outstanding shares following the exercise of the Bootstrap Warrants, (ii) to sign and deliver, on behalf of the Company, the relevant Euroclear, Euronext and bank documentation, the share register and all necessary documents in connection with the issuance and delivery of the shares to the beneficiary, and (iii) to do whatever may be necessary or useful (including but not limited to the preparation and execution of all documents and forms) for the admission of the shares issued upon the exercise of the Bootstrap Warrants to trading on the regulated market of Euronext Brussels (or such other markets on which the Company's shares will be trading at that time).
  • (f) Approval in accordance with Article 7:151 of the Belgian Companies and Associations Code: The general shareholders' meeting resolves to take note, approve and ratify, insofar as required in accordance with Article 7:151 of the Belgian Companies and Associations Code, all clauses included in the Conditions, which come into effect at the moment a change of control occurs and which fall or could be considered to fall within the scope of Article 7:151 of the Belgian Companies and Associations Code (relating to the granting of rights to third parties that substantially affect the Company's assets and liabilities, or give rise to a substantial debt or commitment on its behalf, when the exercise of these rights is subject to the launching of a public takeover bid on the shares of the Company or to a change in the control exercised over it), including, without limitation, the "Net Issuance Exercise" mechanism in case of certain specific sale events set out in the Conditions. The general shareholders' meeting grants a special power of attorney to each Director of the Company, to the notary public Stijn Raes, to Fin-2K BV, represented by Kirsten Van Bockstaele (Chief Financial Officer), and to Olivier Vanoost (Director FP&A), each acting alone and with power of substitution, for the purpose of carrying out the formalities required by Article 7:151 of the Belgian Companies and Associations Code with respect to this resolution.

Attendance quorum: According to the Belgian Companies and Associations Code, an attendance quorum of at least 50% of the outstanding shares must be present or represented at the extraordinary general shareholders' meeting for the deliberation and voting on the agenda items of the

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aforementioned agenda of the extraordinary general shareholders' meeting. If such attendance quorum is not reached, a second extraordinary general shareholders' meeting will be convened for these agenda items, unless, as the case may be, decided otherwise on behalf of the Board of Directors, and the attendance quorum requirement will not apply to such second meeting.

Voting and majority: Subject to applicable legal provisions, each share shall have one vote. In accordance with applicable law, the proposed resolutions referred to in the aforementioned agenda of the extraordinary general shareholders' meeting shall be passed if they are approved by a majority of 75% of the votes validly cast by the shareholders. Pursuant to Article 7:135 of the Belgian Companies and Associations Code, the holders of subscription rights have the right to participate to the extraordinary general shareholders' meeting, but only with an advisory vote.

PARTICIPATION TO THE MEETINGS

Introduction: Holders of securities issued by the Company that wish to participate to the ordinary and extraordinary general shareholders' meetings of the Company should take into account the formalities and procedures described below.

Registration date: The registration date for the ordinary and extraordinary general shareholders' meetings shall be Friday, 13 May 2022, at midnight (12:00 a.m., Belgian time). Only persons owning securities issued by the Company on Friday 13 May 2022, at midnight (12:00 a.m., Belgian time) shall be entitled to participate to, and, as the case may be, vote at the ordinary and extraordinary general shareholders' meetings. Only shareholders are entitled to vote. The holders of subscription rights can participate to the ordinary and extraordinary general shareholders' meetings but only with an advisory vote. Shareholders, as well as holders of subscription rights must satisfy the formalities that are described under "—Participation to the meetings".

Participation to the meetings: In order to be able to participate to the ordinary and extraordinary general shareholders' meetings, a holder of securities issued by the Company must satisfy two conditions: (i) be registered as holder of such securities on the registration date, and (ii) notify the Company, as described below:

  • (i) Registration: Firstly, the right for a holder of securities issued by the Company to participate to and, as applicable, to vote at the ordinary and extraordinary general shareholders' meetings is only granted on the basis of the registration of the securities concerned on the aforementioned registration date at midnight, via registration, in the applicable register book for the securities concerned (for registered securities) or in the accounts of a certified account holder or the relevant settlement institution for the securities concerned (for dematerialised securities).
  • (ii) Notification: Secondly, in order to participate to the ordinary and extraordinary general shareholders' meetings, the holders of securities issued by the Company must notify the Company whether they want to participate to the meetings and must do so prior to or at the latest on Saturday, 21 May 2022. The holders of securities who wish to make such notification can make use of the registration notice form that can be obtained at the Company's registered office and on the Company's website (www.sequanamedical.com). The notice must reach the Company by mail at its registered office (Kortrijksesteenweg 1112 (box 102), 9051 Ghent, Belgium, Attention: Lies Vanneste, Director Investor Relations) or by email at [email protected] at the latest on the sixth calendar day prior to the ordinary and extraordinary general shareholders' meetings, i.e., on or before Saturday, 21 May 2022 at the latest. For the holders of dematerialised securities, the notification should include a certificate confirming the number of securities that have been registered in their name on the registration date. The certificate can be obtained by the holders of the dematerialised securities with the certified account holder, the relevant settlement institution, or the relevant financial intermediary for the securities concerned.

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Voting by mail: The shareholders can vote by mail in accordance with Article 37 of the Company's Articles of Association. Votes by mail must be cast by means of the form prepared by the Company. The voting by mail form can be obtained on the Company's website (www.sequanamedical.com). The voting by mail form must be signed in handwriting or electronically. If the possibility to sign the voting by mail form electronically is used, the electronic signature must be an electronic signature within the meaning of Article 3.10 of Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC, as amended, or a qualified electronic signature within the meaning of Article 3.12 of the same Regulation. Signed voting by mail forms must reach the Company by mail at its registered office (Kortrijksesteenweg 1112 (box 102), 9051 Ghent, Belgium, Attention: Lies Vanneste, Director Investor Relations) or by e-mail at [email protected], at the latest on the sixth calendar day prior to the ordinary and extraordinary general shareholders' meetings, i.e., on or before Saturday, 21 May 2022 at the latest. Holders of securities who wish to vote by mail must in any case comply with the formalities to participate to the meetings as explained under "—Participation to the meetings".

Representation by proxy: The holders of securities can participate to the meetings and vote, as applicable, through a handwritten proxy, as the case may be, to the Chair of the Board of Directors. The written proxy must contain specific voting instructions for each proposed resolution. Proxy forms can be obtained on the Company's website (www.sequanamedical.com). The proxy must be signed in handwriting or electronically. The electronic signature must meet the same requirements as the electronic signature for the voting by mail form (see also "—Voting by mail"). Signed proxies must reach the Company by mail at its registered office (Kortrijksesteenweg 1112 (box 102), 9051 Ghent, Belgium, Attention: Lies Vanneste, Director Investor Relations) or by e-mail at [email protected], at the latest on the sixth calendar day prior to the ordinary and extraordinary general shareholders' meetings, i.e., on or before Saturday, 21 May 2022 at the latest. The appointment of a proxy holder must be made in accordance with the applicable rules of Belgian law, including in relation to conflicts of interests and the keeping of a register. Holders of securities who wish to be represented by proxy must, in any case comply with the formalities to participate to the meetings, as explained under "—Participation to the meetings".

Amendments to the agenda and additional proposed resolutions: Shareholders who alone or together with other shareholders hold at least 3% of the share capital of the Company have the right to put additional items on the agenda of the ordinary and extraordinary general shareholders' meetings and to table draft resolutions in relation to items that have been or are to be included in the agenda. If the required attendance quorum for the items on the agenda of the extraordinary general shareholders' meeting is not reached and a second extraordinary general shareholders' meeting is convened to deliberate and vote on such items, this right will not apply in relation to the agenda of the second extraordinary general shareholders' meeting. Shareholders wishing to exercise this right must prove on the date of their request that they own at least 3% of the outstanding shares. The ownership must be based, for dematerialised shares, on a certificate issued by the relevant settlement institution for the shares concerned, or by a certified account holder, confirming the number of shares that have been registered in the name of the relevant shareholders, and, for registered shares, on a certificate of registration of the relevant shares in the share register book of the Company. In addition, the shareholders concerned must, in any case, comply with the formalities to participate to the meetings, as explained under "—Participation to the meetings", with at least 3% of the outstanding shares. A request to put additional items on the agenda and/or to table draft resolutions must be submitted in writing, and must contain, in the event of an additional agenda item, the text of the agenda item concerned and, in the event of a draft resolution, the text of the draft resolution. The request must also mention the mail or e-mail address to which the Company will send the confirmation of receipt of the request. The request must reach the Company by mail at its registered office (Kortrijksesteenweg 1112 (box 102), 9051 Ghent, Belgium, Attention: Lies Vanneste, Director Investor Relations) or by email at [email protected] at the latest on the twenty-second calendar day prior to the ordinary and extraordinary general shareholders' meetings, i.e., on or before Thursday, 5 May 2022 at the latest. In case of amendments to the agenda and additional proposed resolutions as aforementioned,

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the Company will publish an amended agenda with, as the case may be, additional agenda items and additional proposed resolutions no later than on the fifteenth calendar day prior to the ordinary and extraordinary general shareholders' meetings, i.e., on or before Thursday, 12 May 2022 at the latest. In addition, the Company shall make amended forms available for votes by mail and votes by proxy. Proxies and votes by mail that reach the Company prior to the publication of an amended agenda remain valid for the agenda items to which the proxies and votes by mail apply, subject, however, to applicable law and the further clarifications set out on the proxy forms and vote by mail forms.

Right to ask questions: Each holder of securities issued by the Company has the right to ask questions to the Directors and the Statutory Auditor related to items on the agenda of a general shareholders' meeting. Questions can be asked during the meetings or can be submitted in writing prior to the meetings. Written questions must reach the Company by mail at its registered office (Kortrijksesteenweg 1112 (box 102), 9051 Ghent, Belgium, Attention: Lies Vanneste, Director Investor Relations) or by e-mail at [email protected] at the latest on the sixth calendar day prior to the ordinary and extraordinary general shareholders' meetings, i.e., on or before Saturday, 21 May 2022 at the latest. Answers to written questions will be provided in writing and will be published on the Company's website (www.sequanamedical.com) on or before Friday, 27 May 2022 at the latest, but before the vote on items on the respective agendas of the meetings concerned in accordance with applicable law. Oral questions will be answered during the meetings concerned in accordance with applicable law. In addition, in order for written questions to be considered, the holders of securities issued by the Company who submitted the written questions concerned must comply with the formalities to participate to the meetings, as explained under "—Participation to the meetings" and/or under ""—Voting by mail" or "—Representation by proxy".

Access to the meeting room: The natural persons who attend the ordinary and extraordinary general shareholders' meetings in their capacity as owner of securities, holder of proxies or representative of a legal entity must be able to provide evidence of their identity in order to be granted access to the meeting room (subject to what is shared above under "General information"). In addition, the representatives of legal entities must hand over the documents establishing their capacity as corporate representative or attorney-in-fact. These documents will be verified immediately before the start of the meetings.

Recommendation to use e-mail: As the deadline for the submission of voting by mail forms, proxy forms and written questions is on a Saturday during which there is usually no ordinary postal service, the Company recommends the holders of its securities to use e-mail for all communication with the Company regarding the general shareholders' meetings. The Company's e-mail address for such communication is: [email protected]. The Company also points at that, in addition to be physically available at the Company's registered office and distributed by mail, all forms and other documentation in relation to the general shareholders' meetings will be available on the Company's website (www.sequanamedical.com). See also "—Available documentation".

DATA PROTECTION

The Company is responsible for the processing of personal data it receives from, or collects about, holders of securities issued by the Company and proxy holders in the context of general shareholders' meetings. The processing of such data will be carried out for the purposes of the organisation and conduct of the relevant general shareholders' meetings, including the convening notices, registrations, participation and voting, as well as for maintaining lists or registers of security holders, and the analysis of the investor and security holder base of the Company. The data include, amongst others, identification data, the number and nature of securities of a holder of securities issued by the Company, proxies and voting instructions. This data may also be transferred to third parties for the purposes of assistance or services to the Company in connection with the foregoing. The processing of such data will be carried out, mutatis mutandis, in accordance with the Company's Privacy & Cookie Policy, available on the Company's website (https://www.sequanamedical.com/privacycookie-policy). The Company draws the attention of the holders of securities issued by the Company

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and proxy holders to the description of the rights they may have as data subjects, such as, among others, the right to access, the right to rectify and the right to object to processing, which are outlined in the section 'Information regarding your rights' of the aforementioned Privacy & Cookie Policy. All this does not affect the rules that apply in connection with the registration and participation to the general shareholders' meetings. To exercise rights as a data subject and for all other information regarding the processing of personal data by or on behalf of the Company, the Company can be contacted by e-mail at [email protected].

AVAILABLE DOCUMENTATION

The following documentation is available on the Company's website (https://www.sequanamedical.com/investors/shareholder-information): the notice convening the ordinary and extraordinary general shareholders' meetings, the agenda and proposed resolutions, or, if no resolutions are proposed, a commentary by the Board of Directors, updates of the agenda and proposed resolutions (in case of amendments to the agenda and proposed resolutions), the documents to be submitted to the ordinary and extraordinary general shareholders' meetings as referred to in the agenda of the meetings, the attendance form, the vote by mail form, and the proxy form. Prior to the ordinary general shareholders' meeting, holders of securities of the Company can also obtain at the registered office of the Company (Kortrijksesteenweg 1112 (box 102), 9051 Ghent, Belgium), free of cost, a copy of this documentation The aforementioned website also mentions the total number of outstanding shares and voting rights of the Company.

On behalf of the Board of Directors,

THIS DOCUMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES, SUBSCRIPTION RIGHTS OR OTHER SECURITIES OF SEQUANA MEDICAL NV. THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.