Full Press Release Details
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 Thursday, May 28, 2026, at 3:00 p.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 Thursday, May 28, 2026, 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 Thursday,
June 25, 2026, unless, as the case may be, decided otherwise on behalf of the board of directors.
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.
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 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 December 31, 2025, (b) the report of the statutory auditor on the
(non-consolidated) statutory financial statements of the Company for the financial year ended on December 31, 2025, and (c) the report
of the statutory auditor on the consolidated financial statements of the Company for the financial year ended on December 31, 2025.
of, discussion on, and approval of the annual (non-consolidated) statutory financial statements for the financial year ended on December
31, 2025, 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 December 31, 2025 and to approve the allocation of the annual result as proposed by the board
of, and discussion on, the consolidated financial statements of the Company for the financial year ended on December 31, 2025.
from liability of the directors for the exercise of their mandates during the financial year ended on December 31, 2025.
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 December 31, 2025, for the performance of its, his or her mandate during that financial year.
from liability of the statutory auditor for the exercise of its mandate during the financial year ended on December 31, 2025.
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 December 31, 2025, for the performance of its mandate during that financial year.
board of directors recommends that (a) Michael K. McGarrity, be re-appointed as director of the Company for a term of three years, (b)
Ahok BV, represented by Koen Hoffman as permanent representative, be re- appointed as director of the Company for a term of two
years, and (c) Dr. Sanford Jay Siegel be re-appointed as director of the Company for a term of two years.
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 2029), (2)
Ahok BV, represented by Koen Hoffman, director and chair of the board of directors (until 2028), (3) Dr. Sanford Jay Siegel, director
(until 2028), (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).
into account the recommendation and preference of the audit committee, the board of directors recommends that BDO R viseurs d'Entreprises
SRL, represented by Evy Borry as permanent representative, be re-appointed as statutory auditor of the Company for a term of three years,
up to and including the closing of the ordinary general shareholders' meeting to be held in 2029 which will have decided upon the financial
statements for the financial year ended on December 31, 2028.
resolution: Taking into account the recommendation of the board of directors upon recommendation and preference of the audit committee,
the general shareholders' meeting resolves to re-appoint BDO R viseurs d'Entreprises SRL, represented by Evy Borry as permanent
representative, as statutory auditor of the Company for a term of three years, up to and including the closing of the ordinary general
shareholders' meeting to be held in 2029 which will have decided upon the financial statements for the financial year ended on December
31, 2028. For the duration of its mandate, the annual remuneration of the statutory auditor of the Company shall be EUR 275,000
(excluding VAT, taxes and expenses, as applicable) for the audit of the consolidated accounts of the group and the audit of the (non-consolidated)
statutory financial statements of the Company, but excluding the audit of the financial statements in accordance with PCAOB GAAP for
the purpose of filing in the United States of America. These fees are subject to a yearly indexation based on the standard index (consumer
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
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:
of and discussion on:
resolution: The general shareholders' meeting resolves to approve the issuance of 3,000,000 new subscription rights for shares
of the Company, called the "2026 Exact Sciences Warrants", and to dis-apply, in the interest of the Company, the statutory
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
of and discussion on:
resolution: The general shareholders' meeting resolves to approve the issuance of 3,000,000 2026 Share Options, pursuant to a share
option plan named the "2026 Share Option Plan", and to dis-apply, in the interest of the Company, the statutory 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 the Selected Participants. In view thereof, the general shareholders' meeting resolves
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 authorized capital, as
set out below in item 6 of the agenda, and setting out the specific circumstances in which the board of directors will be able to use
its powers under the authorized capital, and the purposes that it should pursue.
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 authorized 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 authorized capital and the objectives that the board of directors
would pursue with the authorized capital, see also the special report referred to in item 5 of the agenda.
resolution: The general shareholders' meeting resolves to renew the authorization 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 authorization, 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 5 of this extraordinary general shareholders' meeting. Consequently,
the general shareholders' meeting resolves to delete article 6 "Authorized 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 authorized 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 authorized
6: Authorized capital
board of directors is authorized 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 authorized capital].
board of directors may increase the share capital by contributions in cash or in kind, by capitalization of reserves, whether available
or unavailable for distribution, and capitalization of issue premiums, with or without the issuance of new shares, for no consideration
or for consideration with an issue price below, at, or above the fractional value of the then existing shares, with or without voting
rights, that will have the rights as will be determined by the board of directors. Subject to applicable law, the board of directors
is also authorized to use this authorization for the issuance of convertible bonds or subscription rights, bonds with subscription rights
or other securities.