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)
ORDINARY and extraordinary GENERAL MEETINGS
to be held on Wednesday, 28 May 2025, at 3:00 p.m.
The 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.
Date, hour and venue: The ordinary and
extraordinary general shareholders' meetings will be held on Wednesday, 28 May 2025 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. 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 Friday, 27 June 2025, 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
and their representatives are invited to register as of 2:15 p.m.
ORDINARY GENERAL MEETING
Agenda 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:
Submission of, and discussion on, (a)
the combined annual report of the board of directors on the consolidated and (non-consolidated) statutory financial statements of the
Company for the financial year ended on 31 December 2024, (b) the report of the statutory auditor on the (non-consolidated) statutory
financial statements of the Company for the financial year ended on 31 December 2024, and (c) the report of the statutory auditor on the
consolidated financial statements of the Company for the financial year ended on 31 December 2024.
Submission of, discussion on, and approval
of the annual (non-consolidated) statutory financial statements for the financial year ended on 31 December 2024, and approval of the
allocation of the result as proposed by the board of directors.
Proposed 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 2024 and to approve the allocation of the annual result as proposed by the board of directors.
Unofficial English translation - For informational
Submission of, and discussion on, the
consolidated financial statements of the Company for the financial year ended on 31 December 2024.
Discharge from liability of the directors
for the exercise of their mandates during the financial year ended on 31 December 2024.
Proposed 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 2024, for the performance of its, his or her mandate during that financial year.
Discharge from liability of the statutory
auditor for the exercise of its mandate during the financial year ended on 31 December 2024.
Proposed 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 2024, for the performance of its mandate during that financial year.
The board of directors recommends that
(a) the appointment by co-optation of Dr. Sanford Jay Siegel as director of the Company be confirmed and continued for a term of one year,
(b) Donnie M. Hardison Jr., be re-appointed as director of the Company for a term of two years, (c) Hilde Windels BV, represented
by Hilde Windels as permanent representative, be re- appointed as director of the Company for a term of two years, (d) Eric
Bednarski be re-appointed as director of the Company for a term of two years, and (e) Michael Brian Holder be appointed as director of
the Company for a term of two years.
On 6 July 2024, the board of directors
appointed Dr. Sanford Jay Siegel as director of the Company by co-optation following the resignation of Qaly-Co S rl, represented
by Lieve Verplancke, as director. Dr. Sanford Jay Siegel continued the term of Qaly-Co S rl, which was appointed for a term up
to and including the closing of the ordinary general shareholders' meeting to be held in 2026 which will have decided upon the financial
statements for the financial year ended on 31 December 2025. Since his co-optation, Dr. Sanford Jay Siegel received the same remuneration
as the remuneration received by the other directors, prorated for his relevant time in office.
Proposed resolutions:
Unofficial English translation - For informational
Note: If the proposed resolutions
set out in point 6 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 2026), (2) Ahok BV, represented by Koen Hoffman,
director and chair of the board of directors (until 2026), (3) Dr. Sanford Jay Siegel, director (until 2026), (4) Donnie M. Hardison Jr.,
director (until 2027), (5) Hilde Windels BV, represented by Hilde Windels, director (until 2027), (6) Eric Bednarski, director (until
2027), and (7) Michael Brian Holder, director (until 2027).
No 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.
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, the holders of subscription rights have
the right to participate to the ordinary general shareholders' meeting, but only with an advisory vote
Agenda and proposed resolution: The agenda
and proposed resolution 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
Proposed resolution: The general
shareholders' meeting resolves to approve the issuance of 3,500,000 2025 Share Options, pursuant to a share option plan named the "2025
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
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 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 resolution referred to in the aforementioned
agenda of the extraordinary general shareholders' meeting shall be passed if it is 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.