Full Press Release Details
Unofficial English translation -
For informational purposes only
Zone Industrielle des Hauts-Sarts
4040 Herstal, Belgium
VAT BE 0479.292.440 (RLP Li ge, division Li ge)
and extraordinary GENERAL MEETINGS
be held on Wednesday, 25 May 2022, at 10:00 a.m.
holders of securities issued by MDxHealth SA (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.
hour and venue: The ordinary and extraordinary general shareholders' meetings will be held on Wednesday, 25 May 2022 at
10:00 a.m. at the offices of the notary public Stijn Raes, at Kortrijksesteenweg 1147, 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 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, 30 June 2022, unless, as the case may be, decided otherwise on behalf of the board of
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 Wednesday 25 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 employees 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. We are monitoring the situation closely, and will, if necessary, disclose additional
relevant information and measures affecting the shareholders' meetings on (http://www.mdxhealth.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.
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 9:15 a.m.
Unofficial English translation - For informational purposes only
and proposed resolutions: The agenda and 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:
of, and discussion on, (a) the annual report of the board of directors on the (non-consolidated) statutory financial statements of the
Company for the financial year ended on 31 December 2021, (b) the annual report of the board of directors on the consolidated financial
statements of the Company for the financial year ended on 31 December 2021, (c) the report of the statutory auditor on the (non-consolidated)
statutory financial statements of the Company for the financial year ended on 31 December 2021, and (d) the report of the statutory
auditor on the consolidated financial statements of the Company for the financial year ended on 31 December 2021.
of, discussion on, and approval of the annual (non-consolidated) statutory financial statements for the financial year ended on 31 December 2021,
and approval of the allocation of the result as proposed by the board of directors.
resolution: The general shareholders' meeting resolves to approve the annual (non-consolidated) statutory financial statements
of the Company for the financial year ended on 31 December 2021 and to approve the allocation of the annual result as proposed by
the board of directors.
of, and discussion on, the consolidated financial statements of the Company for the financial year ended on 31 December 2021.
from liability of the directors for the exercise of their mandates during the financial year ended on 31 December 2021.
resolution: The general shareholders' meeting resolves to grant 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
from liability of the statutory auditor for the exercise of its mandate during the financial year ended on 31 December 2021.
resolution: The general shareholders' meeting resolves to grant discharge from liability to the statutory auditor which was
in office during the financial year ended on 31 December 2021, for the performance of its mandate during that financial year.
of, discussion on, and approval of the remuneration report prepared by the nomination and remuneration committee and approved by the
board of directors, and included in the annual report of the board of directors on the (non-consolidated) statutory financial statements
of the Company for the financial year ended on 31 December 2021.
resolution: The general shareholders' meeting resolves to approve the remuneration report included in the annual report of
the board of directors on the (non-consolidated) statutory financial statements of the Company for the financial year ended on 31 December 2021.
Unofficial English translation - For informational purposes only
into account the recommendation of the nomination and remuneration committee, the board of directors recommends that the appointment
of Donnie M. Hardison Jr. as independent director of the Company be confirmed and continued for a term of three years. For further information
regarding Donnie M. Hardison Jr., reference is made to the corporate governance statement included in the the annual report of the board
of directors on the (non-consolidated) statutory financial statements of the Company for the financial year ended on 31 December 2021.
Notably, on 29 September 2021, the board of directors appointed Donnie M. Hardison Jr. as independent director of the Company by
co-optation following the resignation of TSTILL ENTERPRISES LLC, represented by Timothy Still, as independent director. Donnie M. Hardison
Jr. continued the term of TSTILL ENTERPRISES LLC, which was appointed for a term up to and including the closing of the ordinary general
shareholders' meeting to be held in 2023 which will have decided upon the financial statements for the financial year ended on
31 December 2022. Based on information made available by Donnie M. Hardison Jr., he satisfies the applicable requirements in order
to be nominated as independent 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.
general shareholders' meeting resolves to confirm the appointment by co-optation, following the resignation of TSTILL ENTERPRISES
LLC, of Donnie M. Hardison Jr., and hereby appoints Donnie M. Hardison Jr., as independent 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 three years, up to and including the closing of the ordinary general shareholders' meeting to be held in 2025 which will
have decided upon the financial statements for the financial year ended on 31 December 2024. 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 decided by the special general shareholders' meeting held on 30 July 2020
and the ordinary general shareholders' meeting held on 27 May 2021.
If the proposed resolutions set out in point 7 are approved by the general shareholders' meeting, the Company's board
of directors will be composed of (1) Michael K. McGarrity, chief executive officer (CEO), executive director and managing director (until
2023), (2) Ahok BV, represented by Koen Hoffman, independent director and chair of the board of directors (until 2024), (3) Donnie M.
Hardison JR, independent director (until 2025), (4) Hilde Windels BV, represented by Hilde Windels, independent director (until 2023),
(5) Qaly-Co BV, represented by Lieve Verplancke, independent director (until 2024), (6) RR-Invest S. .r.l., represented by Rudi
Mari n, non-executive director (until 2024), (7) Valiance Advisors LLP, represented by Jan Pensaert, non-executive director (until
2024), (8) Regine Slagmulder BV, represented by Regine Slagmulder, independent director (until 2023), and (9) Eric Bednarski, non-executive
director (until 2023).
attendance quorum: There is no attendance quorum requirement for the deliberation and voting on the respective items referred to
in the aforementioned agenda of the ordinary general shareholders' meeting.
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.
Unofficial English translation - For informational purposes only
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:
resolution: The general shareholders' meeting resolves to approve the issuance of 5,000,000 2022 Share Options, pursuant to
a share option plan named the "2022 Share Option Plan", and to dis-apply, in the interest of the Company, the preferential
subscription right of the existing shareholders of the Company and, insofar as required, of the holders of outstanding subscription rights
(share options) of the Company, for the benefit of Selected Participant. In view thereof, the general shareholders' meeting resolves
Unofficial English translation - For informational purposes only
Unofficial English translation - For informational purposes only
resolution: The general shareholders' meeting resolves to delete the first sentence of article 29 "Annual, special and