Notice of the Convocation of the Extraordinary General Meeting of avateramedical N.V.

avateramedical N.V. (the Company) invites its shareholders to its extraordinary general meeting of Shareholders (the EGM) to be held at WTC Schiphol, TOO Office Center, G tower, Schiphol-Airport (Haarlemmermeer), the Netherlands, on Tuesday, 10 December 2019, at 16:00 hours CET.

The language of the meeting shall be in English.

The agenda items of the EGM will be as follows:

Agenda

  1. Opening of the meeting
  2. Determination of the general remuneration policy (voting item)
  3. Amendments to the Company’s articles of association (voting item)
  4. Appointment of Mr. Oliver Kupka as member of the management board of the Company with the title of chief financial officer (voting item)
  5. Appointment of Dr. Dr. Peter Wiesing as member of the management board of the Company (voting item)
  6. Appointment of Mr. Joseph M. Hogan as member of the supervisory board of the Company (voting item)
  7. Appointment of Mr. William G. Jr. Austen, M.D. as member of the supervisory board of the Company (voting item)
  8. Appointment of Mr. Arvind Sodhani as member of the supervisory board of the Company (voting item) *
  9. Establishment of Remuneration of the Supervisory Board members (voting item)
  10. Issuance of 84,703,449 ordinary shares in the capital of the Company, exclusion of pre-emption rights and approval of the management board resolution to enter into, execute and deliver the relevant documents in relation to the conversion of outstanding loan claims against the Company into ordinary shares in the capital of the Company (voting item)
  11. Approval of a EUR 50,000,000 convertible credit facility agreement between the Company and Tennor Holding B.V. (voting item)
  12. Contingent share capital increase in order to be able to convert outstanding claims under the EUR 50,000,000 convertible credit facility into ordinary shares in the capital of the Company and designation of the management board of the Company as the competent body to issue shares in the capital of the Company and to exclude pre-emption rights (voting item)
  13. Grant of share options to Mr. Joseph M. Hogan and contingent share capital increase in order to be able to issue and deliver the relevant option shares and designation of the management board of the Company as the competent body to issue ordinary shares in the capital of the Company and to exclude pre-emption rights (voting item)
  14. Closing of the meeting

Meeting documents

The explanatory notes to the agenda, a copy of the proposal for the general remuneration policy, a copy of the proposal to amend the Company’s articles of association (including the verbatim text thereof), a form of written proxy and all other relevant documents (as applicable) are available for inspection and can be obtained free of charge at the offices of the Company. The explanatory notes and a form of written proxy are available at the Company's website (https://www.avatera.eu/unternehmen/investor-relations) as well.

Registration

Holders of bearer shares intending to attend the EGM in person or by proxy are asked to deposit their shares against receipt of a certificate of deposit not later than on 09 December 2019.

The deposit of the bearer shares means that the bearer shares held by the shareholder in his securities account are blocked from trading, and as such held in deposit by the shareholder’s bank until (and including) the date of the EGM. A copy of the certificate of deposit may be sent not later than on 09 December 2019 at 17:00 hours CET, by e-mail to henrike.eckhardt@avateramedical.com. Please send the original certificate of deposit to the address of the Company listed below under general information. The Company will send an acknowledgement of receipt to the shareholder which shall serve as an admission ticket for the EGM.

Voting by Proxy

The right to attend and to vote at the meeting may be exercised by a written proxy, provided that the relevant shareholder has registered for the EGM as set out above.

A form of a written proxy is available at the Company's offices and is available at the Company's website ((https://www.avatera.eu/unternehmen/investor-relations) as well. The proxy to represent a shareholder may (but needs not) be granted to Dr H.E.H. von Grünberg, by sending an email with proxy and voting instructions to henrike.eckhardt@avateramedical.com not later than on one business day prior to the EGM at 17:00 hours CET. Please send the original proxy to the address of the Company.

General information

As at 19 November 2019 the issued share capital of the Company amounts to EUR 24,221,041.70; divided into 242,210,417 ordinary shares of EUR 0.10 each.

In case of any questions or comments in relation to the EGM, please refer to Dr H.E.H. von Grünberg (hubertus.gruenberg-von@avateramedical.com; with a copy to henrike.eckhardt@avateramedical.com). All communications to the Company or the management board of the Company in connection with the foregoing must be addressed as follows: avateramedical N.V., Ernst-Ruska-Ring 23, 07745 Jena, Germany; e-mail: hubertus.gruenberg-von@avateramedical.com, with a copy to henrike.eckhardt@avateramedical.com.

The management board of avateramedical N.V.,

Dr. Hubertus von Grünberg

* 06 December 2019: This item will no longer be on the agenda of the Extraordinary General Meeting of avatermedical N.V. as decided by the management board of the Company.

Proxy EGM 10 December 2019

Explanatary Notes_EGM_2019_12_10

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