Full Press Release Details
Unofficial English translation - For informational
Limited Liability Company
Zone Industrielle des Hauts-Sarts
4040 Herstal, Belgium
VAT BE 0479.292.440 (RLP Li ge, division Li ge)
to be held on Thursday, 20 June 2024, at 3:00 p.m.
As the quorum for the deliberation and voting
on the matters on the agenda of the extraordinary general meeting of MDxHealth SA (the "Company") held on 30 May 2024
was not reached, the holders of securities of the Company are invited to attend a second extraordinary general shareholders' meeting of
the Company before the notary public.
Date, hour and venue: The extraordinary
general shareholders' meeting will be held on Thursday, 20 June 2024 at 3:00 p.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 2:15 p.m.
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:
Submission of and discussion on:
Unofficial English translation
- For informational purposes only
Proposed resolution: The general
shareholders' meeting resolves to approve the issuance of 2,000,000 2024 Share Options, pursuant to a share option plan named the "2024
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 as follows:
Unofficial English translation
- For informational purposes only
Submission of and discussion on:
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- For informational purposes only
Proposed resolution: The
general shareholders' meeting resolves to approve the issuance of 1,000,000 new subscription rights for shares of the Company, called
the "Exact Sciences Warrants", and to dis-apply, in the interest of the Company, the preferential subscription right of the
Company's existing shareholders and, insofar as required, of the holders of outstanding subscription rights (share options) of the Company,
for the benefit of Exact Sciences. To this end, the general shareholders' meeting resolves as follows:
Unofficial English translation
- For informational purposes only
Submission of and discussion on:
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- For informational purposes only
Proposed resolution: The
general shareholders' meeting resolves to approve the issuance of 1,243,060 new subscription rights for shares of the Company, with a
term of 5 years as from their issue date, called the "OrbiMed Warrants", and to dis-apply, in the interest of the Company, the
preferential subscription right of the Company's existing shareholders and, insofar as required, of the holders of subscription rights
(share options) of the Company, for the benefit of each of OrbiMed Royalty & Credit Opportunities IV, LP and OrbiMed Royalty &
Credit Opportunities IV Offshore, LP. To this end, the general shareholders' meeting resolves as follows:
Unofficial English translation
- For informational purposes only
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.
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- For informational purposes only
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.
Since the completion, on 18 December 2023, of
the Company's transition from a dual listing of the Company's former American Depositary Shares on Nasdaq and shares on Euronext
Brussels to a sole listing of its shares on Nasdaq, the Company's shares are comprised of:
further information and details regarding the transition to a single listing on Nasdaq and the repositioning process, please visit the
dedicated web page on the Company's website (see: https://mdxhealth.com/proposed-transition-to-a-single-listing-on-nasdaq/).
Registration date: In accordance with article
32 of the Company's articles of association and article 7:134 of the Belgian Companies and Associations Code, the Company's board of directors
sets the registration date for the extraordinary general shareholders' meeting on Monday, 17 June 2024, at midnight (12:00 a.m., Belgian
time) (the "Registration Date"). Only persons owning securities issued by the Company on Monday, 17 June 2024, 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 to the meeting".
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:
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Company encourages shareholders to participate to the extraordinary general shareholders' meeting through a signed proxy or the U.S. proxy
card (as further explained below under "-Representation by proxy")
that will be provided or is made available to them and in accordance with the accompanying instructions. If a shareholder
attends to the extraordinary general shareholders' meeting in person, it may revoke its signed proxy or U.S.
proxy card until the Notification Deadline. Providing to the Company a signed proxy or U.S. proxy card to the Company shall also
qualify as a notification, provided that the signed proxy or U.S. proxy
card reaches the Company (by mail at its registered office (MDxHealth SA, CAP Business Center, Zone Industrielle des Hauts-Sarts, rue
d'Abhooz 31, 4040 Herstal, Belgium, Attention: Mr. Ron Kalfus) or by e-mail at agsm@mdxhealth.com) no later than the Notification Deadline.
For the shareholders referred to in (ii) and (iv) above, the signed proxy or U.S.
proxy card must also include the certificates referred to in (ii) and (iv) above respectively.
Representation by proxy: The holders of
securities can participate to the meeting and vote, as applicable, through a written proxy. Written proxies must contain specific voting
instructions for each proposed resolution. Proxy forms can be obtained on the Company's website (http://www.mdxhealth.com). The proxy
form must be signed in writing or electronically. Holders of U.S Shares who want to appoint a proxy are strongly encouraged to use the
U.S. proxy card that will be provided to them and according to the accompanying instructions.
Signed proxies and U.S. proxy cards must reach the Company by mail
at its registered office (MDxHealth SA, CAP Business Center, Zone Industrielle des Hauts-Sarts, rue d'Abhooz 31, 4040 Herstal, Belgium,