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 Friday, 27 June 2025, at 4:00 p.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 28 May 2025 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 Friday, 27 June 2025 at 4:00 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 3:15 p.m.
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
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 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.
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/).
Unofficial English translation - For informational
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, 23 June 2025, at midnight (12:00 a.m., Belgian
time) (the "Registration Date"). Only persons owning securities issued by the Company on Monday, 23 June 2025, 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:
Unofficial English translation - For informational
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,
Attention: Mr. Ron Kalfus) or by e-mail at agsm@mdxhealth.com, at the latest on the Notification Deadline, i.e., on or before Wednesday,
25 June 2025 at the latest. Holders of securities who wish to be represented by proxy must, in any case comply with the formalities to
participate to the meeting, as explained under "-Participation to the meeting". For the shareholders referred to in (ii)
and (iv) of paragraph (b) of "-Participation to the meeting", the signed proxy or U.S.
proxy card must also include the certificates referred to in (ii) and (iv), respectively, of paragraph (b) of "-Participation
Unofficial English translation - For informational
Access to the meeting room: The natural
persons who attend the extraordinary general shareholders' meeting in their capacity as holder of securities, holder of proxies or representative
of a legal entity must be able to provide evidence of their identity in order to be granted access to the meeting room (subject to what
is shared above under "-General information"). In addition, the representatives of legal entities must hand over the documents
establishing their capacity as corporate representative or attorney-in-fact. These documents will be verified immediately before the start
Recommendation to use e-mail: The Company
recommends the holders of its securities to use e-mail for all communication with the Company regarding the general shareholders' meeting.
The Company's e-mail address for such communication is: agsm@mdxhealth.com. The Company also points at that, in addition to be physically
available at the Company's registered office and distributed by mail, all forms and other documentation in relation to the general shareholders'
meeting will be available on the Company's website (http://www.mdxhealth.com). See also "-Available documentation".
is responsible for the processing of personal data it receives from, or collects about, holders of securities issued by the Company and
proxy holders in the context of general shareholders' meeting. The processing of such data will be carried out for the purposes of the
organisation and conduct of the relevant general shareholders' meeting, including the convening notices, registrations, participation
and voting, as well as for maintaining lists or registers of security holders, and the analysis of the investor and security holder base
of the Company. The data include, amongst others, identification data, the number and nature of securities of a holder of securities issued
by the Company, proxies and voting instructions. This data may also be transferred to third parties for the purposes of assistance or
services to the Company in connection with the foregoing. The processing of such data will be carried out, mutatis mutandis, in
the attention of the holders of securities issued by the Company and proxy holders to the description of the rights they may have as data
subjects, such as, among others, the right to access, the right to rectify and the right to object to processing, which are outlined in
to the general shareholders' meeting. To exercise rights as a data subject and for all other information regarding the processing of personal
data by or on behalf of the Company, the Company can be contacted by e-mail at dataprotection@mdxhealth.com.