\u00a0Acknowledgement and approval of the amended remuneration policy<\/li>\n<\/ol>\nUpon the recommendation of the remuneration committee, and with a view to (i)\u00a0introducing share-based compensation for the non-executive directors, and (ii)\u00a0making certain changes to the warrants-based component of the non-executive directors’ remuneration, the board of directors proposes to amend the remuneration policy of the Company.<\/p>\n
The board of directors is of the opinion that remunerating non-executive directors in part in shares by offering them the opportunity to subscribe to new shares at a discounted subscription price (since the Company does not hold any existing own shares that it could offer to the non-executive directors), rather than all in cash, strengthens the alignment of the non-executive directors\u2019 interests with the interests of the Company\u2019s shareholders. This is in the interest of the Company and its stakeholders and is in line with principle 7.6 of the\u00a02020 Belgian Corporate Governance Code.<\/p>\n
Therefore, the board of directors proposes to amend the remuneration policy of the Company to (i) reflect the inclusion of a share-based compensation of the non-executive directors and (ii)\u00a0determine that the shares subscribed by the non-executive directors in this framework will need to be held by the relevant non-executive director until at least one year after the relevant non-executive director leaves the board and at least three years after the moment of subscription of the relevant shares.<\/p>\n
The board of directors also proposes to amend the remuneration policy in view of the proposed warrants component of the non-executive directors’ remuneration package, as described in agenda item 8, with a vesting schedule which deviates from the default vesting schedule described in the current remuneration policy.<\/p>\n
Proposed decision<\/u>:\u00a0The shareholders\u2019 meeting decides to approve the amended remuneration policy.<\/em><\/p>\n\n- \u00a0Approval of directors’ and committee members’ cash remuneration<\/li>\n<\/ol>\n
Taking into account the recommendations of the remuneration committee, the board of directors proposes to the shareholders’ meeting to modify the cash remuneration of the board and committee members as set out in the below proposed decision.<\/p>\n
Proposed decision<\/u>:\u00a0The shareholders\u2019 meeting decides to determine the annual cash remuneration of the members of the board of directors and of the board committees as follows:\u00a0<\/em><\/p>\n\n- \u00a0Executive directors: no remuneration for their mandate as director. They will receive remuneration as members of the executive management.<\/em><\/li>\n
- \u00a0Non-executive director – chairperson: a fixed annual remuneration in the amount of EUR\u00a082,000.\u00a0<\/em><\/li>\n
- \u00a0Independent directors: a fixed annual remuneration in the amount of EUR 45,000.<\/em><\/li>\n
- \u00a0Other non-executive directors: a fixed annual remuneration in the amount of EUR 45,000.\u00a0<\/em><\/li>\n
- \u00a0Chairperson of the audit committee: an additional fixed annual remuneration in the amount of EUR 18,000.<\/em><\/li>\n
- \u00a0Chairpersons of the nominating\u00a0and corporate goverance\u00a0committee, the remuneration committee and the science and technology committee: an additional fixed annual remuneration in the amount of EUR 9,000.<\/em><\/li>\n
- \u00a0Members of the audit committee: an additional fixed annual remuneration in the amount of EUR 9,000.<\/em><\/li>\n
- \u00a0Members of the nominating and corporate goverance committee, the remuneration committee and the science and technology committee: an additional fixed annual remuneration in the amount of EUR 4,500.<\/em><\/li>\n<\/ul>\n
\n- \u00a0Approval of non-executive directors’ remuneration in the form of warrants<\/li>\n<\/ol>\n
Taking into account the recommendations of the remuneration committee, and subject to approval of the amended remuneration policy referred to under agenda item\u00a06\u00a0above, the board of directors proposes to the shareholders’ meeting to grant the non-executive directors, in addition to their remuneration in cash, a remuneration in the form of grants of warrants (which are called \u201csubscription rights\u201d (droits de souscription<\/em>) under the Belgian Code of Companies and Associations, or \u201cCCA<\/strong>\u201d) as set out below in the proposed decisions.<\/p>\nProposed decisions<\/u>:\u00a0The shareholders\u2019 meeting decides that, in addition to their annual remuneration in cash, each non-executive director shall be granted annually a number of warrants (droits de souscription) under the following terms and conditions:\u00a0<\/em><\/p>\n\n- \u00a0the warrants shall only be granted to the non-executive directors that are in function on the date immediately following the date of the annual shareholders’ meeting held in the relevant year;\u00a0\u00a0<\/em><\/li>\n
- \u00a0the warrants shall only be granted if and to the extent that at the time of grant the Company has a sufficient number of warrants issued under an ESOP warrants plan outstanding that are still available for grant;<\/em><\/li>\n
- \u00a0the number of warrants to be granted to each non-executive director shall be equal to EUR 130,000 divided by the value of the warrants calculated by the board of directors on the basis of the Black Scholes formulae as per the date of the annual shareholders’ meeting held in the relevant year and taking into account the remaining duration of warrants under the relevant ESOP warrants plan;<\/em><\/li>\n
- \u00a0the exercise price of each warrant shall be equal to the lowest of the following prices: (i) the (counter value in euro of the) last closing price of the Company’s share, on the stock exchange where the Company’s shares are (first) listed, prior to the date on which the warrant is offered; or (ii) the (counter value in euro of the) average closing price of the Company’s share, on the stock exchange where the Company’s shares are (first) listed, over the thirty (30) day period preceding the date on which the warrant is offered;\u00a0<\/em><\/li>\n
- \u00a0the warrants can be exercised only if they are fully vested and in accordance with the applicable ESOP warrants plan;\u00a0<\/em><\/li>\n
- \u00a0all warrants granted in a certain financial year to the relevant non-executive director will vest one year after the date on which they have been granted, provided that the relevant non-executive director is still in function on the date immediately following the date of the annual shareholders’ meeting deciding on the approval of the annual accounts over the financial year during which the warrants were granted;\u00a0<\/em><\/li>\n
- \u00a0the warrants can no longer be exercised and shall become null and void if they are not exercised prior to the fifth anniversary of the date of grant of the relevant warrants or if the duration of the relevant warrants under the relevant ESOP warrants plan has expired; and\u00a0<\/em><\/li>\n
- \u00a0the CEO and CFO of the Company, acting individually, are authorized to sign all documentation necessary or useful to implement the above.<\/em><\/li>\n<\/ul>\n
\n- \u00a0Acknowledgement of the resignation of directors<\/li>\n<\/ol>\n
Proposed decisions<\/u>:<\/p>\n\n- \n
\n- \n
\n- \n
\n- \u00a0The shareholders\u2019 meeting acknowledges the resignation of Mr. Donald Deyo as director of the Company with immediate effect at the end of this shareholders’ meeting.<\/em><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/em><\/p>\n\n- \n
\n- \n
\n- \n
\n- \u00a0The shareholders\u2019 meeting acknowledges the resignation of Mr. Jan Janssen as director of the Company with immediate effect at the end of this shareholders’ meeting.<\/em><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
\n- \u00a0Appointment of directors<\/li>\n<\/ol>\n
On August 27, 2021, the board of directors decided to appoint Ms. Rita Johnson-Mills on a provisional basis (\u201ccooptation<\/em>\u201d) as a director in order to replace Janke Dittmer in accordance with Article 7:88 of the CCA and article 13 of the Company’s articles of association. Based on the information made available by Ms. Rita Johnson-Mills, it was determined that she satisfies the applicable requirements to be appointed as an independent director in accordance with Article 7:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code. Ms.\u00a0Rita Johnson-Mills also explicitly declared not to have any connections with the Company or an important shareholder, which would interfere with her independence. The board of directors recommends that the appointment of Ms. Rita Johnson-Mills as independent director be confirmed and that she completes Janke Dittmer’s term of office ending at the annual shareholders’ meeting to be held in 2024.<\/p>\nTaking into account the recommendation of the nominating and corporate governance committee, the board of directors proposes to the shareholders’ meeting that (i) Ms. Virginia M. Kirby, and (ii) Mr. Raymond W. Cohen be appointed as directors, each for a term ending at the annual shareholders’ meeting to be held in 2024.<\/p>\n
Based on information made available by respectively Ms. Virginia M. Kirby and Mr. Raymond W. Cohen, it appears that Ms. Virginia M. Kirby and Mr. Raymond W. Cohen satisfy the applicable requirements to be appointed as independent directors in accordance with Article 7:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code. Ms. Virginia M. Kirby and Mr. Raymond W. Cohen also explicitly declared not to have any connections with the Company or an important shareholder, which would interfere with their independence.<\/p>\n
Proposed decisions<\/u>:<\/p>\n\n- \n
\n- \n
\n- \n
\n- \u00a0The shareholders’ meeting decides to confirm the appointment of Ms. Rita Johnson-Mills, residing at 235 Governors Way, Brentwood TN 37027, USA, as an independent director of the Company within the meaning of Article 7:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, completing Janke Dittmer’s term of office ending at the annual shareholders’ meeting to be held in 2024. The mandate of Mr. Rita Johnson-Mills is remunerated as provided for the non-executive (independent) members of the board of directors in the Company\u2019s remuneration policy as adopted by the shareholders\u2019 meeting and as provided in the proposed decisions for agenda items\u00a0<\/em>7<\/em>\u00a0and\u00a0<\/em>8<\/em>\u00a0if and to the extent approved. If the proposed decision for agenda item\u00a0<\/em>7<\/em>\u00a0is not approved, the cash remuneration shall be as decided by the shareholders’ meeting held on September 21, 2020.<\/em><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
\n- \n
\n- \n
\n- \n
\n- \u00a0The shareholders’ meeting decides to appoint Ms. Virginia M. Kirby, residing at 5636 West Bald Eagle Blvd, White Bear Lake MN 55110, USA, as an independent director of the Company within the meaning of Article 7:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, for a term ending at the annual shareholders’ meeting to be held in 2024. The mandate of Ms. Virginia M. Kirby is remunerated as provided for the non-executive (independent) members of the board of directors in the Company\u2019s remuneration policy as adopted by the shareholders\u2019 meeting and as provided in the proposed decisions for agenda items\u00a0<\/em>7<\/em>\u00a0and\u00a0<\/em>8<\/em>\u00a0if and to the extent approved. If the proposed decision for agenda item\u00a0<\/em>7<\/em>\u00a0is not approved, the cash remuneration shall be as decided by the shareholders’ meeting held on September\u00a021, 2020.<\/em><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
\n- \n
\n- \n
\n- \n
\n- \u00a0The shareholders’ meeting decides to appoint Mr. Raymond W. Cohen, residing at 4471 Dean Martin Dr, Las Vegas NV 89103, USA, as an independent director of the Company within the meaning of Article 7:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, for a term ending at the annual shareholders’ meeting to be held in 2024. The mandate of Mr. Raymond W. Cohen is remunerated as provided for the non-executive (independent) members of the board of directors in the Company\u2019s remuneration policy as adopted by the shareholders\u2019 meeting and as provided in the proposed decisions for agenda items\u00a0<\/em>7<\/em>\u00a0and\u00a0<\/em>8<\/em>\u00a0if and to the extent approved. If the proposed decision for agenda item\u00a0<\/em>7<\/em>\u00a0is not approved, the cash remuneration shall be as decided by the shareholders’ meeting held on September\u00a021, 2020.<\/em><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
\n- \u00a0Approval of the statutory auditor’s remuneration for the financial year ended on December\u00a031, 2021<\/li>\n<\/ol>\n
Proposed decision<\/u>:\u00a0The shareholders\u2019 meeting decides to approve the remuneration of the statutory auditor for the financial year ended on December 31, 2021 as follows: (i)\u00a0EUR\u00a0314,000 (excl. VAT) for the audit of the statutory annual accounts and the consolidated financial statements for the financial year ended on December 31, 2021, and (ii)\u00a0EUR 232,000 (excl. VAT) for services performed by the statutory auditor in connection with the listing of the Company on Nasdaq in July 2021.\u00a0<\/em><\/p>\n\n- \u00a0Re-appointment of Ernst & Young R\u00e9viseurs d’Entreprises SRL, with as representative Mr.\u00a0Carlo-S\u00e9bastien D’Addario, as auditor, upon proposal of the board of directors of the Company based on the proposal received from the Audit Committee, and decision on the remuneration for the exercise of the mandate as auditor<\/li>\n<\/ol>\n
Proposed decision<\/u>:\u00a0The shareholders\u2019 meeting decides to approve the re-appointment of Ernst & Young R\u00e9viseurs d’Entreprises SRL (RLE\u00a0<\/em>0446.334.711<\/em>), with statutory seat at De Kleetlaan 2, 1831 Diegem, Belgium, represented by Mr. Carlo-S\u00e9bastien D’Addario, as auditor of the Company with immediate effect for a three year period, until the closing of the annual shareholders\u2019 meeting to be held in 2025 resolving on the annual accounts of the financial year ended on December 31, 2024. The compensation for the mandate of the auditor (including the audit services for the Company\u2019s subsidiaries) will amount to EUR 408,000 per year<\/em>\u00a0(excl. VAT and 6% expenses) and will be indexed annually as from 2023 in accordance with the consumer price index.<\/em><\/p>\nAGENDA OF THE EXTRAORDINARY SHAREHOLDERS\u2019 MEETING<\/b>\u00a0<\/b><\/p>\n\n- \u00a0Acknowledgment and discussion of the special report by the board of directors drawn up in accordance with articles 7:179 and 7:191 of the Belgian Code of Companies and Associations with respect to the proposed issuance of shares and cancellation of the preferential subscription rights<\/li>\n<\/ol>\n
\n- \u00a0Acknowledgment and discussion of the auditor’s report drawn up in accordance with articles\u00a0<\/em>7:179 and 7:191 of the Belgian Code of Companies and Associations with respect to the proposed issuance of shares and cancellation of the preferential subscription rights<\/li>\n<\/ol>\n
\n- \u00a0Increase of the capital in an amount of EUR 6,686.47, by way of a contribution in cash against issuance of 38,920 new shares, with cancellation of the preferential subscription right of the existing shareholders for the benefit of the non-executive directors of the Company, provided that the proposed decisions regarding this agenda item (and regarding the following agenda items) shall only be submitted to the vote of the shareholders’ meeting if the amended remuneration policy (including in particular the proposed subscription of shares by the non-executive directors at a discounted subscription price as part of their remuneration package) has been approved by the shareholders’ meeting that will decide on the approval of the annual accounts for the financial year ended on December 31, 2021<\/li>\n<\/ol>\n
The board of directors proposes to the shareholders’ meeting to allow each of the non-executive directors that will be in function at the time of this extraordinary shareholders’ meeting to subscribe, as part of their remuneration package, to 5,560 new shares of the Company at an aggregate discounted cash subscription price of EUR 955.21 (i.e., a subscription price of 0.1718 (rounded) per new share, which corresponds to the current rounded par value of the existing shares). Assuming that there will be 7 non-executive directors in function at the time of this extraordinary shareholders’ meeting, this will result in an increase of the registered capital in an amount of EUR 6,686.47, by way of contribution in cash, in order to bring it from EUR 4,431,664.69 to EUR 4,438,351.16 against issuance of 38,920 new shares (the “New Shares<\/strong>“).<\/p>\nThe New Shares shall be fully paid up in cash upon subscription. The New Shares will be ordinary shares and rank\u00a0pari passu<\/em>\u00a0with and have the same rights as the existing shares and will participate in the Company’s results for the entire current financial year.<\/p>\nProposed decision<\/u>:\u00a0The shareholders\u2019 meeting resolves (i) to increase the Company’s capital by a contribution in cash amounting to maximum EUR 6,686.47, to bring it from EUR 4,431,664.69 to EUR 4,438,351.16, by way of a contribution in cash for an aggregate amount of\u00a0\u00a0EUR\u00a06,686.47, against issuance of 38,920 new shares, without nominal value (the \u201cNew Shares\u201d) and (ii) to cancel the preferential subscription rights of the existing shareholders in relation to this capital increase for the benefit of the non-executive directors in function at the time of this extraordinary shareholders’ meeting.\u00a0<\/em><\/p>\nThe New Shares shall be subscribed to immediately at an aggregate subscription price of EUR\u00a06,686.47 (i.e., a subscription price of EUR 0.1718 (rounded) per New Share), which shall be recorded as capital. The subscription price on each New Share shall be paid up immediately in full (100%).<\/em><\/p>\nThe New Shares will be issued in registered form. The Company will ask admission to trading of the New Shares on the regulated market of Euronext Brussels and on Nasdaq as applicable.<\/em>
\nThe shareholders’ meeting acknowledges that Robert Taub and each of the following other non-executive directors in function at the time of this extraordinary shareholders’ meeting, represented by Robert Taub as attorney in fact, have subscribed to the New Shares as follows:\u00a0<\/em><\/p>\n\n- \u00a0Robert Taub has subscribed to 5,560 New Shares at an aggregate subscription price of EUR\u00a0955.21;\u00a0<\/em><\/li>\n
- \u00a0Kevin Rakin has subscribed to 5,560 New Shares at an aggregate subscription price of EUR\u00a0955.21;\u00a0<\/em><\/li>\n
- \u00a0J\u00fcrgen Hambrecht has subscribed to 5,560 New Shares at an aggregate subscription price of EUR\u00a0955.21;\u00a0<\/em><\/li>\n
- \u00a0Rita Johnson-Mills has subscribed to 5,560 New Shares at an aggregate subscription price of EUR\u00a0955.21;<\/em><\/li>\n
- \u00a0Pierre Gianello has subscribed to 5,560 New Shares at an aggregate subscription price of EUR\u00a0955.21;\u00a0<\/em><\/li>\n
- \u00a0Raymond W. Cohen has subscribed to 5,560 New Shares at an aggregate subscription price of EUR\u00a0955.21; and<\/em><\/li>\n
- \u00a0Virginia M. Kirby has subscribed to 5,560 New Shares at an aggregate subscription price of EUR\u00a0955.21.<\/em><\/li>\n<\/ul>\n
The shareholders’ meeting acknowledges that all New Shares have been paid-up in cash in full (100%), i.e. in aggregate EUR 6,686.47.\u00a0<\/em><\/p>\nIn accordance with article 7:195 of the Belgian Code of Companies and Associations, the\u00a0\u00a0contribution in cash has been credited to a special account with number BE [<\/em>\u00b7<\/em>] in the name of the company with [<\/em>\u00b7<\/em>], as evidenced by a certificate issued by such bank on [<\/em>\u00b7<\/em>] 2022, which has been remitted to the notary and will be kept in the notary’s file.\u00a0<\/em><\/p>\nThe shareholders’ meeting acknowledges and requests the notary to record that the aforementioned capital increase in the amount of EUR 6,686.47 has been realised. The contribution will be recorded as capital. As consideration for the contribution, 38,920 New Shares have been issued.\u00a0<\/em><\/p>\n\n- \u00a0Amendment of article 5 of the articles of association to bring it in line with the aforementioned decisions<\/li>\n<\/ol>\n
Proposed decision<\/u>:\u00a0To bring the articles of association in line with the aforementioned decisions regarding the capital increase, the shareholders\u2019 meeting decides to replace article 5 of the articles of association by the following text:\u00a0<\/em><\/p>\n“The capital of the company is set at four million four hundred thirty-eight thousand three hundred fifty-one euro and sixteen cents (EUR 4,438,351.16).\u00a0<\/em><\/p>\nIt is represented by twenty-five million eight hundred thirty-six thousand two hundred seventy-nine (25,836,279) shares, without nominal value, each representing an equal part of the capital.”<\/em><\/p>\n\n- \u00a0Power of attorney to the notary<\/li>\n<\/ol>\n
Proposed decision<\/u>:\u00a0The shareholders\u2019 meeting grants the acting notary, and any (other) notary of “Berquin Notarissen” CV, all powers to draw up and sign a restated version of the articles of association of the Company and to file them in the appropriate data base in accordance with applicable law.<\/em><\/p>\n\n