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Sequana Medical N.V. Proxy Solicitation & Information Statement 2024

Apr 23, 2024

3999_rns_2024-04-23_22d5ab60-f615-4d7e-9747-bad5b0a86535.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 Thursday, 23 May 2024, at 9:00 a.m. (Belgian time)

The holders of securities issued by Sequana Medical NV (the "Company") are invited to attend 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 Thursday, 23 May 2024 at 9:00 a.m. (Belgian time), at the offices of the Company 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 Thursday, 13 June 2024, unless, as the case may be, decided otherwise on behalf of the Board of Directors.

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 issued by the Company and their representatives are invited to register as from 8:15 a.m (Belgian time).

AGENDA

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:

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 2023.

2. Approval of the statutory financial statements

Approval of the statutory financial statements for the financial year ended on 31 December 2023, 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 2023, as well as the allocation of the result as proposed by the Board of Directors.

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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 2023.

4. Consolidated financial statements

Submission of, and discussion on, the consolidated financial statements for the financial year ended on 31 December 2023.

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 2023.

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 2023, 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 2023.

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 2023.

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 2023.

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 10 February 2023.

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

9. Approval of amendments to the remuneration in cash of the non-executive Directors

Taking into account the recommendation of the Remuneration and Nomination Committee, the Board of Directors recommends to amend the remuneration of the non-executive members of the Board of Directors (it being noted that the proposed revised remuneration is lower than

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the current remuneration that was approved by the general shareholders' meeting of 10 February 2023).

Proposed resolution: The general shareholders' meeting approves that the non-executive Directors shall be entitled to the following annual remuneration and compensation in cash (in addition to other forms of compensation as shall be approved by the general shareholders' meeting from time to time):

  • (a) The chair of the Board of Directors is entitled to an annual fixed fee of EUR 60,000.00.
  • (b) The non-executive independent Directors (other than the chair of the Board of Directors) are entitled to an annual fixed fee of EUR 25,000.00.
  • (c) The chair of the Audit Committee is entitled to an additional annual fixed fee of EUR 15,000.00.
  • (d) The chair of the Remuneration and Nomination Committee is entitled to an additional annual fixed fee of EUR 15,000.00.
  • (e) The members of the Audit Committee and the Remuneration and Nomination Committee (other than the chair of such committees) are entitled to an additional annual fixed fee of EUR 10,000.00.
  • (f) The remuneration set out in paragraphs (c) to (e) shall be in addition to the remuneration set out in paragraph (b) (as applicable) and can be combined, depending on whether the eligibility criteria set out in these paragraphs have been met. The mandate of non-executive Directors representing a shareholder will not be remunerated. The remuneration of the non-executive Directors can be reduced pro rata temporis depending on the duration of the Director's mandate, the mandate of chair or the membership of a committee during a given year. All amounts are exclusive of VAT and similar charges.
  • (g) The rules set out in paragraphs (a) to (f) shall (i) apply (retroactively) as from 1 April 2024, and (ii) be without prejudice to the previously approved rules and principles regarding other components of the remuneration of the members of the Board of Directors, such as (but not limited to) the "restricted share unit" or "RSU" plan for non-executive independent Directors as approved by the general shareholders' meeting of 10 February 2023.

10. Re-appointment of Statutory Auditor

Proposed resolution: Upon recommendation of the Company's Audit Committee, and in line with the Audit Committee's preference, the general shareholders' meeting resolves: (i) to reappoint PwC Bedrijfsrevisoren BV, with registered office at Culliganlaan 5, 1831 Diegem, Belgium, represented by Peter D'hondt BV, in turn represented by Mr. Peter D'hondt, as Statutory Auditor of the Company, for a period of three years up to and including the closing of the ordinary general shareholders' meeting to be held in 2027 which will have decided upon the financial statements for the financial year ended on 31 December 2026, and (ii) to determine the annual remuneration of the Statutory Auditor at EUR 88,386.00 for the audit of the statutory and the consolidated accounts of the Sequana Medical group. This amount is exclusive of sundry expenses, IBR-IRE contribution and VAT, and is subject to an annual indexation as from 2025.

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

As announced on 8 February 2024, the Company entered into an unsecured and subordinated convertible loan agreement (the "Convertible Loan Agreement") with existing shareholders Partners in Equity V B.V. ("Partners in Equity") and Rosetta Capital VII, LP ("Rosetta Capital", and together with Partners in Equity, the "Lenders") for an aggregate principal amount of EUR 3,041,507.59. The Convertible Loan Agreement provides that upon the occurrence of a "change of control" (as described below), each Lender may, by written notice to the Company within thirty business days of the date on which the Lenders are notified of such change of control, declare its loan to be due and payable upon expiry of a thirty business days' notice period. Upon expiry of such notice period, the relevant loan shall become so 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 Lender 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.

Proposed resolution: The general shareholders' meeting takes note of, approves and ratifies, insofar as required and applicable, in accordance with Article 7:151 of the Belgian Companies and Associations Code, all clauses in the Convertible Loan Agreement, 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). The general shareholders' meeting also grants a special power of attorney to each Director of the Company, to the notary public Stijn Raes and to Fin-2K BV, represented by Kirsten Van Bockstaele (Chief Financial Officer) (each a "Proxy Holder" for the purposes of this resolution 11), 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 of 23 March 2019 (as amended from time to time) (the "Belgian Companies and Associations Code"), the holders of subscription rights have the right to attend 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:

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1. Submission of reports in relation to the conversion of loan receivables (through a contribution in kind) under the Convertible Loan Agreement

Submission and consideration of the following reports of the Board of Directors and Statutory Auditor of the Company:

  • (a) the report of the Board of Directors of the Company in accordance with articles 7:179 and 7:197 of the Belgian Companies and Associations Code (which includes the related review report of the Statutory Auditor of the Company in accordance with article 7:197 of the Belgian Companies and Associations Code as annex) in relation to the proposal of the Board of Directors to increase the Company's share capital, in one or more transactions, with an aggregate amount of up to EUR 3,500,000.00 (including issue premium) (the "Convertible Amount") by contribution in kind of the respective receivables (whether as principal amount, interest (as the case may be, on a net basis), or otherwise) due by the Company under the Convertible Loan Agreement, and the related issuance of new shares at an issue price of EUR 0.825 per new share in consideration of such contributions in kind (whereby the exact number of new shares to be issued will be determined pursuant to the terms of the Convertible Loan Agreement in function of the aggregate amount of receivables due on the contribution date);
  • (b) the report of the Statutory Auditor of the Company in accordance with article 7:179 of the Belgian Companies and Associations Code in relation to the proposal of the Board of Directors to increase the Company's share capital, in one or more transactions, with an aggregate amount of up to the Convertible Amount, by contribution in kind of the respective receivables (whether as principal amount, interest (as the case may be, on a net basis), or otherwise) due by the Company under the Convertible Loan Agreement, and the related issuance of new shares at an issue price of EUR 0.825 per new share in consideration of such contributions in kind (whereby the exact number of new shares to be issued will be determined pursuant to the terms of the Convertible Loan Agreement in function of the aggregate amount of receivables due on the contribution date).

Note: Prior to the approval by the Board of Directors of the report referred to in agenda item 1(a) above, the Board of Directors applied the related party transaction procedure set out in Article 7:97 of the Belgian Companies and Associations Code, as required by §2, 1° of Article 7:97 of the Belgian Companies and Associations Code. For more information on the application of the aforementioned procedure, reference is made to the Company's website (www.sequanamedical.com).

2. Capital increase pursuant to the Convertible Loan Agreement

Proposed resolution: The general shareholders' meeting resolves to increase the Company's share capital, in one or more transactions, with an aggregate amount of up to the Convertible Amount (including issue premium) by contribution in kind of the respective receivables (whether as principal amount, interest (as the case may be, on a net basis), or otherwise) that are or will be due by the Company under the Convertible Loan Agreement, and the related issuance of new shares at an issue price of EUR 0.825 per new share in consideration of such contributions in kind, (whereby the exact number of new shares to be issued will be determined pursuant to the terms of the Convertible Loan Agreement in function of the aggregate amount of receivables due on the contribution date), subject to the following terms and conditions:

(a) Share capital increase in kind: The general shareholders' meeting resolves to increase the Company's share capital, in one or more transactions, with an aggregate amount of up to the Convertible Amount (including issue premium) by contribution in kind of

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the respective receivables (whether as principal amount, interest (as the case may be, on a net basis), or otherwise) that are or will be due, by the Company under the Convertible Loan Agreement, and the related issuance of new shares at an issue price of EUR 0.825 per new share in consideration of such contributions in kind (whereby the exact number of new shares to be issued will be determined pursuant to the terms of the Convertible Loan Agreement in function of the aggregate amount of receivables due on the contribution date), as set out below and as described in the report of the Board of Directors referred to in agenda item 1(a). The share capital increase is subject to the condition precedent of the realisation of the respective contributions in kind of receivables due and the issuance of new shares in consideration of the contributions in kind in accordance with the terms set out below and the Convertible Loan Agreement.

  • (b) Contributions in kind: The share capital increase will be effected by means of contributions in kind, in one or more transactions, of receivables (regardless of their origin, whether as principal, interest (as the case may be, on a net basis), or otherwise, as provided for in the Convertible Loan Agreement) that have been or will be created and that are or will be due by the Company pursuant to the Convertible Loan Agreement.
  • (c) Number of new shares to be issued: The number of new shares to be issued in the framework of the share capital increase in consideration of the respective contributions in kind of receivables due by the Company will be determined by the Board of Directors or the Proxy Holders (as referred to in paragraph (i) below) at the moment of realisation of the respective contributions in kind in accordance with the provisions of the Convertible Loan Agreement, as described for information purposes in the report of the Board of Directors referred to in agenda item 1(a).
  • (d) Issue price of the new shares: The receivables (whether as principal amount, interest (as the case may be, on a net basis), or otherwise) due by the Company under the Convertible Loan Agreement will be contributed in kind at an issue price per share that is equal to EUR 0.825 in accordance with the provisions of the Convertible Loan Agreement, as described in the report of the Board of Directors referred to in agenda item 1(a). At the occasion of each capital increase by means of contributions in kind and the issuance of new shares in consideration of such contributions in kind, the issue price of each new share shall be accounted for as share capital. However, the amount by which the issue price of the new shares (on a per share basis) shall exceed the fractional value of the existing shares of the Company at that time (which currently amounts to (rounded) EUR 0.1036 per share) shall be accounted for 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 will be formed by actually paid contributions at the occasion of the issuance of new shares. These issue premiums can only be reduced in execution of a valid decision of the Company in accordance with the Belgian Companies and Associations Code.
  • (e) Nature and form of the new shares: All of the new shares to be issued in the framework of the capital increase in kind will be without nominal value, will be of the same nature as the existing and outstanding shares of the Company, and will have the same rights and benefits as, and rank pari passu in all respects, including as to entitlement 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 issuance of the new shares.

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  • (f) Completion in multiple instalments: The share capital increase may be completed in one or more instalments by means of one or more notarial deeds, subject to the effective completion of the respective contributions in kind of the receivables that are or will be due and the issuance of the shares in consideration of these contributions. If the entirety of the share capital increase for the Convertible Amount (including issue premium) is not subscribed for by means of contributions in kind, the share capital may nevertheless be increased to the extent of each contribution in kind made in accordance with the Convertible Loan Agreement, to be determined as set out above, in accordance with article 7:181 of the Belgian Companies and Associations Code. The Board of Directors of the Company or any other Proxy-Holders may also decide not to carry out the proposed share capital increase, without prejudice, however, to the provisions of the Convertible Loan Agreement.
  • (g) Implementation of the share capital increase, issuance and subscription of the new shares: Subject to the provisions of the preceding paragraphs and subject to the provisions of the Convertible Loan Agreement, the Board of Directors of the Company or any other Proxy-Holders shall determine the practical implementation of each contribution in kind of a receivable created and due under the Convertible Loan Agreement, and each issuance of new shares in consideration of such contributions in kind, including (but not limited to) the maximum number of new shares to be issued, the timing of the issuance of the new shares, and the resulting share capital increase, the subscription conditions to the new shares and the other mechanisms for completing the share capital increase and the delivery of the new shares.
  • (h) Amendment of the articles of association: Following each share capital increase and the issuance of new shares as provided for above, the Company's articles of association will be amended and updated to reflect the resulting share capital and the number of then existing and outstanding shares.
  • (i) Special powers: Subject to the provisions of paragraphs (a) to (h) above, the general shareholders' meeting hereby decides that each Director of the Company, and Fin-2K BV, represented by Kirsten Van Bockstaele (Chief Financial Officer) (the "Proxy-Holders" for the purposes of this resolution 2), each such person acting individually and with possibility of sub-delegation and the power of subrogation, shall each have the power and the ability to implement the share capital increase, subject to the provisions of paragraphs (a) to (h) above, including (without limitation) the power to:
  • (i) request and effect, in accordance with the Convertible Loan Agreement, the (mandatory) conversion into shares of receivables due by Company under the Convertible Loan Agreement;
  • (ii) determine, in accordance with the Convertible Loan Agreement, the number of new shares to be issued in the framework of the share capital increase in kind;
  • (iii) implement, in accordance with the Convertible Loan Agreement, the completion of the contributions in kind, the issuances and the subscriptions of the new shares;
  • (iv) take all useful or necessary steps vis-à-vis the competent regulatory authorities and Euronext Brussels (including, without limitation, the preparation of a prospectus for admission to listing and trading in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and

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repealing Directive 2003/71/EC (as amended from time to time) in connection with the admission to listing and trading of the new shares on Euronext Brussels);

  • (v) complete and determine the share capital increase, on each occasion as provided for above, to amend the Company's articles of association as a result and, as the case may be, to determine the amount of the issue premium; and
  • (vi) take all other useful, appropriate, or necessary steps in connection with the foregoing, including (without limitation) representing the Company before a notary public in order to record the effective completion of the share capital increase.

The Proxy Holders are each authorised to sub-delegate (in whole or in part) the exercise of the powers conferred on each of them in accordance with the present resolution.

In accordance with Article 7:186 of the Belgian Companies and Associations Code, the completion of the capital increase referred to above can be recorded (at each occasion) at the request of any Proxy Holder, who is hereby individually and specifically designated for this purpose. The aforementioned powers are in addition to, and without prejudice to, the other powers granted by the Board of Directors prior to this resolution in connection with the proposed capital increase in kind.

3. 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

Submission and discussion 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 4 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.

4. 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 3 of this extraordinary general shareholders' meeting. Consequently, the extraordinary general shareholders' meeting resolves to delete the first and third paragraph 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 square 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 approving the renewed authorised capital, and the other provisions of Article 8 remain in place and are re-approved):

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  • (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 date of the general shareholders' meeting approving the renewed 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]."

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 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 attend 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 Thursday, 9 May 2024, at midnight (12:00 a.m., Belgian time). Only persons owning securities issued by the Company on Thursday, 9 May 2024, 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 central securities depository for the securities concerned (for dematerialised securities).

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(ii) Notification: Secondly, in order to be admitted to the ordinary and extraordinary general shareholders' meetings, the holders of securities issued by the Company must notify the Company that they want to participate to the meetings and must do so prior to or at the latest on Friday, 17 May 2024. The holders of securities that 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: Kirsten Van Bockstaele, Chief Financial Officer) 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 Friday, 17 May 2024 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 central securities depository, or the relevant financial intermediary for the securities concerned.

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: Kirsten Van Bockstaele, Chief Financial Officer) 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 Friday, 17 May 2024 at the latest. Holders of securities that 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 proxy holder. Proxy forms can be obtained at the Company's registered office and 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: Kirsten Van Bockstaele, Chief Financial Officer) 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 Friday, 17 May 2024 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 interest and the keeping of a register. Holders of securities that 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 that 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

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based, for dematerialised shares, on a certificate issued by the relevant central securities depository 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: Kirsten Van Bockstaele, Chief Financial Officer) or by e-mail 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 Wednesday, 1 May 2024 at the latest. In case of amendments to the agenda and additional proposed resolutions as aforementioned, 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 Wednesday, 8 May 2024 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 general shareholders' meetings. 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: Kirsten Van Bockstaele, Chief Financial Officer) 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 Friday, 17 May 2024 at the latest. Written and 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 that 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 that 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: 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 out that, in addition to being 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".

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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 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 and extraordinary general shareholders' meetings, 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.