Liège Science Park - 13, rue Bois St-Jean - B- 4102 Seraing - Belgium - Phone. +32 4 361 7000 - Fax +32 4 361 7089 - Company number : 0452.080.178 (RPM Liège) - www.evs.com
For information purpose only – unofficial translation –
French original wording prevails
As the Extraordinary General Meeting of Shareholders of the Company which has been convened on Tuesday May 19, 2020, at 12:00 am did not meet the required quorum, the Board of Directors calls the shareholders to the postponed Extraordinary Meeting of Shareholders on Monday June 8, 2020, at 11:00 a.m. before France Andris, LLM, notary of Bassenge.
Agenda of the Extraordinary General Meeting of Shareholders
Issue of subscription rights (“warrants”)
a) Acknowledgement of the report of EY, Réviseurs d’Entreprises SCCRL, statutory auditor, and special report of the Board of Directors drawn up in accordance with articles 7:180, 7:191 and 7:193 of the Belgian Companies and Associations Code, setting out the purpose and detailed justification of the proposal to issue warrants with cancellation of the preferential subscription right of the shareholders.
b) Proposal to issue under the conditions determined under point e) below 250,000 warrants giving the right to their holders, subject to the effective allocation of these warrants, to subscribe to an equivalent number of ordinary shares of the Company.
c) Proposal to cancel the preferential subscription right of the existing shareholders in favor of the New Beneficiaries (as defined below).
d) Subject to the condition precedent and to the extent of the amount resulting from the exercise of the warrants, and only if the exercise of the warrants results in the issue of new shares, proposal to increase the capital by an amount corresponding to the par value of the share, multiplied by the number of warrants exercised, i.e. a maximum amount of EUR 152,500, by the creation of as many new shares as warrants exercised, i.e. a maximum of 250,000 new shares, the difference between the subscription price of the share and its par value constituting a share premium.
e) Terms and conditions of the issue of the warrants:
Number of warrants to be issued
Depending on the actual subscriptions and acquisitions, maximum 250,000 (two hundred and fifty thousand).
Condition precedent of the issue
Effective allocation of the warrants to the New Beneficiaries
Form of the warrants
The warrants are nominative and, once granted, recorded in the register of warrant holders established by and kept at the registered office of the Company.
To be determined by the Board of Directors among the members of staff of EVS and its subsidiaries within the meaning of Article 1:27 of the Belgian Companies and Associations Code as well as persons who, without being members of staff of EVS or its subsidiaries, are either permanent representatives or partners or controlling shareholders of a member of staff (a legal entity bound by a management contract or similar contract), either linked to one of the companies of the EVS Group by a contract for the provision of consultancy-type services, or a permanent representatives or partners or controlling shareholders of a company linked to one of the companies of the EVS Group by a contract for the provision of consultancy-type services (hereinafter the "Providers"): InnoVision BV and its permanent representative Serge Van Herck, Seremia SRL and its permanent representative, Sbasyva SRL and its permanent representative Yvan Absil, Ikaro SRL and its permanent representative Nicolas Bourdon, M2C SRL and its permanent representative Pierre Matelart, RCG and its permanent representative Quentin Grutman, Manuel Alejandro Rios Ceron, Pavel Putilin, Alexander Papyn, Egor Boyarkin, Cristiano Barbieri Servicos e Promocao de Vendas – me, Bruno Pessoa da Silva, Vegard Aandahl, Swapnil Almeida, Mike Norris, Ian Futter, Jan Mokallai.
Price of the warrants
Free of charge or against payment under conditions to be determined by the Board of Directors.
Granting period of the warrants
To be determined by the Board of Directors
Quantity of warrants to be offered per New Beneficiary
To be determined by the Board of Directors for each New Beneficiary.
Exercise price of the warrants
(i) the average of the closing prices of the EVS shares for the 30 days preceding the grant, or (ii) the last closing price preceding the day of the grant based on the method that the Board of Directors deems most representative of the value of the EVS shares at the relevant time
Warrant exercise period
Unless waived by the Board of Directors, the warrants may only be exercised as from the fourth calendar year following the date of grant, on one or more dates and under the conditions to be determined by the Board of Directors, within the limits set by the EVS Corporate Governance Charter. This period will expire in any event no later than ten (10) years from the date of issue of the warrants, in accordance with article 7:69 of the Belgian Companies and Associations Code.
Transfer of warrants
Non-transferability except in case of succession.
Pledging of the warrants
Requires prior approval of the Board of Directors
Rights conferred by the warrants
Each warrant entitles the holder to one new share or one treasury share, at the discretion of the Board of Directors. The granted shares, new or existing (own), will have the same rights as the existing shares.
Issuance of new shares following the exercise of warrants
In the event of an issue of new shares following the exercise of warrants, the Company will issue them as soon as possible, taking into account the necessary administrative formalities. The Board of Directors or two directors authorized for this purpose shall confirm the resulting capital increase before a notary public, in accordance with the Belgian Companies and Associations Code.
The Company shall arrange for the new shares subscribed for as a result of the exercise of warrants to be admitted to the market on which its shares are traded at the time of issue.
Rigth to dividendes
Each share subscribed or acquired following the exercise of a warrant will entitle its holder to the dividend declared after the date of allocation of the share.
The Board of Directors may determine the conditions for granting, retaining and exercising the warrants, either by issuing new shares or by granting existing shares (own shares).
f) Powers to be conferred on two directors jointly to:
- specify (and, if necessary, have it recorded in a notarial deed) the exact number of warrants to be issued, the final subscription price of the shares, the subscription periods, the terms and conditions for adapting the rights of the warrants in the event of transactions on the capital;
- have the completion of successive capital increases and the resulting amendments to the Articles of Association recorded in a notarial deed;
- execute the resolutions to be taken on the foregoing matters;
- for the above purposes, conclude all agreements and, in general, do whatever is necessary.
The agenda is identical to that of the first Extraordinary Meeting of Shareholders of May 19, 2020. The Extraordinary Meeting of Shareholders will rule regardless of the portion of the capital represented by shareholders and the proposal on the agenda requires a three-quarters majority vote of the votes cast at the Meeting of Shareholders to be adopted.
Practical arrangements for attending the General Meeting
Measures to limit the spread of COVID-19
The Extraordinary General Meeting of Shareholders is scheduled for Monday June 8, 2020, at 11:00 am. In accordance with Royal Decree No. 4 of April 9, 2020 laying down various provisions relating to co-ownership and company and association law in the context of the fight against the Covid-19 pandemic, as amended by the Royal Decree of April 28, 2020, in the interest of all, the Board of Directors of the Company has decided that the Extraordinary General Meeting of Shareholders will be held before France Andris, LLM, in her office, 16 Rue de Brus, 4690 Bassenge, in the sole presence of the notary and one of her staff, and the voting will be by proxy only.
Formalities for admission
In order to attend and to vote at the general meeting, shareholders are kindly requested to comply with Article 7:134, §2 of the Belgian Companies and Associations Code as well as Article 23, §1 of the Company’s articles of association:
· The owners of dematerialized shares must submit a certificate drawn up by an accredited account holder or clearing institution
o Attesting to the accounting registration of the shares in the name of the shareholders in the accounts of the accredited account holder or clearing institution as at May 25, 2020 at 12 (twelve) o’clock midnight, Belgian time (registration date),
o Indicating their intention to attend the General Meeting of Shareholders as well as the number of shares for which they intend to take part in the voting (accompanied by a power of attorney where appropriate),
o And have this certificate reach the Company’s registered office by June 2, 2020 at the latest (by e-mail (email@example.com) with acknowledgement of receipt or, if this is not possible, by registered mail to the Company’s registered office for the attention of Yvan Absil, CFO or to the counter of an ING branch in Belgium (ING – Issuer Services – 60 Cours Saint Michel, 1040 Brussels +32 2 547 68 02 –
· The owners of registered shares must be entered in the Company’s register of registered shares as at May 25, 2020 at 12 (twelve) o’clock midnight, Belgian time (registration date), and must indicate their intention to attend the General Meeting of Shareholders as well as the number of shares for which they intend to take part in the voting (accompanied by a power of attorney where appropriate) by June 2, 2020 by e-mail (firstname.lastname@example.org) with acknowledgement of receipt or, if this is not possible, by registered mail to the Company’s registered office for the attention of Yvan Absil, CFO.
Right to ask questions
Pursuant to Article 7:139 of the Belgian Companies and Associations Code and to the aforementioned Royal Decree No. 4, as amended, shareholders who have complied with the aforementioned formalities for admission are invited to submit written questions only, relating to items on the agenda as soon as this notice convening the meeting is published. These questions will be sent by e-mail (email@example.com) with acknowledgement of receipt or, if this is not possible, by registered mail to the Company’s registered office for the attention of Yvan Absil, CFO. They must reach the Company by June 4, 2020 at the latest. The Board of Directors will answer these questions in writing on the Company’s website at the latest on the day of the General Meeting before the vote.
Voting by proxy
Shareholders who have fulfilled the afore-described formalities for admission may be represented by proxy using the form of power of attorney established by the Company.
The power of attorney must be given in writing or in electronic form, signed by the shareholder and reach the Company no later than June 4, 2020, by any means, including by sending an e-mail to the address (firstname.lastname@example.org) accompanied by a scanned or photographed copy of the completed and signed proxy,. Any power of attorney not signed by the ultimate beneficial owner will be considered invalid.
In addition, the proxyholder must be a member of the notarial office of France Andris, LLM, namely Emilie Pauly, domiciled Rue Devant les Cours 2b, 4690 Bassenge.
Provision of documents
This convening notice is available on the Company’s website www.evs.com. It may also be obtained by writing to email@example.com.
Adaptation of these arrangements
These arrangements may be adapted in line with the development of the situation and measures to be taken by the Government. Any such change will be indicated on the Company’s website.
The Board of Directors