Full Press Release Details
translation - For informational purposes only
Limited Liability Company
Zone Industrielle des Hauts-Sarts
4040 Herstal, Belgium
VAT BE 0479.292.440 (RLP Li ge, division Li ge)
EXTRAORDINARY GENERAL MEETING
to be held on Friday, 30 June 2023, at 9:00 a.m.
As the quorum for the deliberation
and voting on the matters on the agenda of the extraordinary general shareholders' meeting of MDxHealth SA (the "Company")
held on 25 May 2023 was not reached, the holders of securities of the Company are invited to attend a second extraordinary general shareholders'
meeting of the Company before a notary public.
Date, hour and venue: The extraordinary
general shareholders' meeting will be held on Friday, 30 June 2023 at 9:00 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.
Opening of the doors: In order
to facilitate the keeping of the attendance list on the day of the extraordinary general shareholders' meeting, holders of securities
and their representatives are invited to register as of 8:15 a.m.
EXTRAORDINARY GENERAL 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:
English translation - For informational purposes only
Proposed resolution: The
general shareholders' meeting resolves to approve the issuance of 5,000,000 2023 Share Options, pursuant to a share option plan
named the "2023 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)
or ADSs of the Company, for the benefit of Selected Participant. In view thereof, the general shareholders' meeting resolves as
English translation - For informational purposes only
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 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.
English translation - For informational purposes only
In order to allow the board of
directors the flexibility to raise additional equity-based financing as and when the need may arise or an opportunity would present itself,
the board of directors proposes that it be granted limited powers under the authorised capital to increase the Company's share capital
by a maximum amount of 100% during a term of five (5) years, all as further set out below. For further information on the circumstances
in which the board of directors could make use of the authorised capital and the objectives that the board of directors would pursue with
the authorised capital, see also the special report referred to in item 3 of the agenda of the extraordinary general shareholders'
Proposed resolution: The
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 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 general
shareholders' meeting resolves to delete article 6 "Authorised capital" of the articles of association of the Company
entirely and to replace it with the following text (whereby the date referred to in the sub-section between square brackets shall be the
date of the general shareholders' meeting approving the renewed authorised capital, and the amount referred to in the sub-section
between brackets shall be the amount of the Company's share capital at the time of the general shareholders' meeting approving
the authorised capital):
"Article 6: Authorised
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].
The board of directors may increase
the share capital by contributions in cash or in kind, by capitalisation of reserves, whether available or unavailable for distribution,
and capitalisation of issue premiums, with or without the issuance of new shares, with or without voting rights, that will have the rights
as will be determined by the board of directors. The board of directors is also authorised to use this authorisation for the issuance
of convertible bonds or subscription rights, bonds with subscription rights or other securities.
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 authorised capital].
In the event of a capital increase
decided by the board of directors within the framework of the authorised capital, all issue premiums booked, if any, will be accounted
for in accordance with the provisions of these articles of association.
The board of directors is authorised,
when exercising its powers within the framework of the authorised capital, to restrict or cancel, in the interest of the company, the
preferential subscription rights of the shareholders. This restriction or cancellation of the preferential subscription rights can also
be done in favour of members of the personnel of the company or of its subsidiaries, or in favour of one or more persons other than members
of the personnel of the company or of its subsidiaries.
The board of directors is authorised,
with the right of substitution, to amend the articles of association, after each capital increase that has occurred within the framework
of the authorised capital, in order to bring them in conformity with the new situation of the share capital and the shares."
Quorum: As this extraordinary
general shareholders' meeting constitutes the second extraordinary general shareholders' meeting for the aforementioned agenda
items, no quorum is required for the deliberation and voting on the items referred to in the aforementioned agenda.
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.
English translation - For informational purposes only
PARTICIPATION TO THE MEETING
Introduction: Holders of securities
issued by the Company who wish to participate to the extraordinary general shareholders' meeting of the Company should take into
account the formalities and procedures described below.
Registration date: The registration
date for the extraordinary general shareholders' meeting shall be Friday 16 June 2023, at midnight (12:00 a.m., Belgian time). Only
persons owning securities issued by the Company on Friday 16 June 2023, at midnight (12:00 a.m., Belgian time) shall be entitled to participate
to, and, as the case may be, vote at the extraordinary general shareholders' meeting. Only shareholders are entitled to vote. The
holders of subscription rights can participate to the extraordinary general shareholders' meeting but only with an advisory vote.
Shareholders, as well as holders of subscription rights must satisfy the formalities that are described under "-Participation
Participation to the meeting:
In order to be able to participate to the extraordinary general meeting, a holder of securities issued by the Company must satisfy two
conditions: (a) be registered as holder of such securities on the registration date, and (b) notify the Company, as described below:
Voting by mail: The shareholders
can vote by mail in accordance with article 39 of the Company's articles of association. Votes by mail must be cast by means of