This Amendment No. 2 to Statement on Schedule 13D (this Amendment) is filed jointly by
(i) Wilfried Vancraen, (ii) Hilde Ingelaere and (iii) Idem (collectively the Reporting Persons) pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended. This
Amendment amends and supplements the Statement on Schedule 13D (the Original Schedule 13D) originally filed by the Reporting Persons and Ailanthus NV (a limited liability company (naamloze vennootschap) that was organized and
existed under the laws of Belgium and previously owned and controlled by Mr. Vancraen and Ms. Ingelaere (Ailanthus)) with the Securities and Exchange Commission (the SEC) on July 10, 2014 relating to the
ordinary shares, no nominal value per share (the Shares), of Materialise NV, a limited liability company (naamloze vennootschap) organized and existing under the laws of the Kingdom of Belgium (the Issuer), as amended
by Amendment No. 1 to Statement on Schedule 13D filed by the Reporting Persons and Ailanthus with the SEC on November 24, 2020 (Amendment No. 1 and, the Original Schedule 13D as amended by Amendment No. 1, the
Schedule 13D).
The Original Schedule 13D was originally filed as a result of a recapitalization of the Issuer that occurred in connection
with the closing of its initial public offering of American Depositary Shares on June 30, 2014, which recapitalization resulted in the Reporting Persons and Ailanthus receiving certain Shares. Amendment No. 1 was filed as a result of the
proposed merger of Ailanthus into the Issuer (the Merger).
Capitalized terms used but not defined herein shall have the respective meanings
set forth in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
References to Ailanthus in the first paragraph under Item 2 of the Schedule 13D are hereby deleted, the fourth paragraph under Item 2 of the Schedule 13D is
hereby deleted and the existing fifth and sixth paragraphs under Item 2 of the Schedule 13D are hereby reclassified respectively as the fourth and fifth paragraphs thereunder.
ITEM 4. PURPOSE OF TRANSACTION
The third,
fourth, fifth, sixth and seventh paragraphs under Item 4 of the Schedule 13D are hereby amended and restated by replacing such paragraphs with the following six paragraphs:
At the request of Ailanthus NV (a company that was previously 100% owned by Mr. Vancraen and Ms. Ingelaere, Ailanthus), of
Mr. Vancraen and of Ms. Ingelaere, an extraordinary shareholders meeting of the Issuer was held on December 31, 2020. The purpose of the meeting was to decide on a proposal to merge Ailanthus into the Issuer (the
Merger). At the meeting, the shareholders of the Issuer decided to approve the Merger.
Following shareholder approval, the Merger was
consummated on December 31, 2020 pursuant to a merger deed (the Merger Deed). In connection with the Merger, the Issuer acquired 13,428,688 existing Shares held by Ailanthus, which Shares the Issuer annulled immediately following
the Merger, and the Issuer issued to Mr. Vancraen and Ms. Ingelaere, in their capacity as shareholders of Ailanthus, 13,428,688 new Shares (the New Shares) (with 134,241 of such New Shares being issued to Mr. Vancraen and
13,294,447 of such New Shares being issued to Ms. Ingelaere). The Merger constituted a part of the restructuring of the family assets held by the family Vancraen-Ingelaere.
In connection with and prior to the Merger, the Issuer entered into an indemnification agreement (the Indemnification Agreement) with Ailanthus,
Mr. Vancraen, Ms. Ingelaere and Lunebeke NV, a company owned by Mr. Vancraen and Ms. Ingelaere (collectively, the indemnifying parties). Pursuant to the Indemnification Agreement, among other things, the indemnifying
parties agreed to reimburse the Issuer for: (i) costs incurred by the Issuer in connection with the Merger, (ii) possible liabilities of the Issuer as a result of the Merger, and (ii) possible negative tax consequences, if any, for
certain of the Issuers shareholders.