The total number of shares issued and outstanding as of December 31, 2016;
December 31, 2017; and April 30, 2018 totaled 9,313,603; 9,867,844; and 9,872,344, respectively, and all shares as of such dates were ordinary shares.
Articles of Association and Other Share Information
Corporate Profile
See Prospectus Supplement Summary Corporate Profile.
Corporate Purpose
Our corporate purpose as set forth in Article 3 of our articles of association is as follows:
The companys purpose, both in Belgium and abroad, on its own behalf or on behalf of third parties, for itself or for others, is to develop new medical technologies, and in particular, but not
exclusively, to research and develop, manufacture and sell parts and systems, including the procedures, formula, development and manufacturing methods, the instruments and equipment, the materials and products, the prototypes, the software and
technical and research programs, the design, the patents and trademarks, all related directly or indirectly to biotechnologies and, in particular but not exclusively, to cell therapies and the various directly or indirectly related scientific,
operational, legal and financial fields. The company may, if necessary, file and register all or part of its research (patents, inventions, trademarks) and partake in any operation relating directly or indirectly to its corporate purpose if these
operations are necessary in order to enable it to pursue its activities.
The company may partake, both in Belgium and abroad,
in all industrial, commercial, financial, movable property and real estate transactions that are likely to help expand or promote its business directly or indirectly.
It may acquire any moveable and real property, even if it has no direct or indirect link to the companys corporate purpose.
It can provide any form of security in order to guarantee the undertakings of an affiliated or associated company to which it is linked through a shareholding, or of any third party in general.
It can, through any means, acquire an interest in, cooperate or merge with any associations, ventures, businesses, or
companies that have an identical, similar or related corporate purpose, or that are likely to promote the company or facilitate the sale of its products or services. It may acquire a financial interest in the form of capital contribution, an
assignment, a merger, subscription or stake, or in any other manner, in companies, businesses, or operations that have a similar or related corporate purpose, or which are likely to help it achieve its corporate purpose.
Board of Directors
Belgian law does not specifically regulate the ability of directors to borrow money from us.
Article 523 of the Belgian Companies Code provides that if one of our directors directly or indirectly has a personal patrimonial interest that conflicts with a decision or transaction that falls within
the powers of our board of directors, the director concerned must inform our other directors before our board of directors makes any decision on such transaction. The statutory auditor must also be notified. The director may neither participate in
the deliberation nor vote on the conflicting decision or transaction. A copy of the minutes of the meeting of our board of directors that sets forth the statements of the conflicted director, the nature of the transaction, the financial impact of
the matter on us and the justification of the decision of our board of directors must be published in our annual report. The statutory auditors report on the annual accounts must contain a description of the financial impact on us of each of
the decisions of our board of directors where director conflicts arise.
In case of
non-compliance
with the foregoing, we may request the annulment of the decision or the transaction which has taken place in breach of these provisions if the counterparty to the decision or the transaction
was, or should have been, aware of such breach.
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