Agenda item 2 Annual report for the financial year 2016 (discussion item)

Transcription

1 - 1 - Explanatory notes to the Annual General Meeting of Shareholders (AGM) of avateramedical N.V. (Company) to be held on 1 February Agenda item 2 Annual report for the financial year 2016 (discussion item) The annual report of the Management Board for the financial year 2016 will be discussed, including the report of the Supervisory Board. This item is a discussion item. Agenda item 3 Adoption of the annual accounts for the financial year 2016 (voting item) Reference is made to the annual accounts for the financial year 2016 prepared by the Management Board and the audit thereof by the auditor, which can be obtained free of charge at the offices of the Company. It is proposed to the General Meeting to adopt the annual accounts for the financial year 2016 as prepared by the Management Board and audited by the auditor. Agenda item 4 Release of liability to Dr Hubertus von Grünberg as member of the Management Board of the Company for the financial year 2016 (voting item) It is proposed to grant release of liability to Dr Hubertus von Grünberg for his management of the Company as Managing Director during the financial year Agenda item 5 Release of liability to Mr Lars Windhorst as member of the Supervisory Board of the Company for the financial year 2016 (voting item) It is proposed to grant release of liability to Mr Lars Windhorst for his supervision of the Company as Supervisory Director during the financial year 2016.

2 - 2 - Agenda item 6 Release of liability to Prof. Stolzenburg as member of the Supervisory Board of the Company for the financial year 2016 (voting item) It is proposed to grant release of liability to Prof. Stolzenburg for his supervision of the Company as Supervisory Director during the financial year Agenda item 7 Release of liability to Dr Hubertus von Grünberg as member of the Supervisory Board of the Company for the financial year 2016 (voting item) It is proposed to grant release of liability to Dr Hubertus von Grünberg for his supervision of the Company as Supervisory Director during the financial year Agenda item 8 Conversion of Loans ("Loan Conversions") During the period between 2012 and 2017, the Company received several loans, and subsequently owes the following (principal) amounts: a principal amount of EUR 4,500,000 pursuant to a loan from Chain Finance B.V. as lender ("Chain Finance Loan"); a principal amount of EUR 13,127,800 pursuant to a loan from Luton Verwaltungs GmbH as lender ("Luton Verwaltungs Loan"); a principal amount of EUR 7,300,000 pursuant to a loan from Sapinda Holding B.V. as lender ("Sapinda Holding Loan"); and a principal amount of EUR 5,500,000 pursuant to a loan from Horizon One Finance B.V. as lender ("Horizon One Finance Loan" and each of the abovementioned loans hereinafter referred to as "Loan" or jointly as "Loans"). The Company and each of the abovementioned borrowers have agreed to convert the relevant Loans into shares in the capital of the Company ("New Shares") by means of a set off of (part of) the underlying claims of each of the Loans (including any accrued interest up to the date of issue of the New Shares) against the relevant

3 - 3 - subscription price for the New Shares that will be issued to such burrower. A. Issue of new shares in the capital of the Company (voting items) It is proposed to the General Meeting to issue the New Shares as follows: up to 9,100,000 shares in the capital of the Company to Chain Finance B.V. ("Chain Finance Issue") (voting item); up to 10,000,000 shares in the capital of the Company to Luton Verwaltungs GmbH ("Luton Verwaltungs Issue") (voting item); up to 15,000,000 shares in the capital of the Company to Sapinda Holding B.V. ("Sapinda Holding Issue") (voting item); and up to 6,000,000 shares in the capital of the Company to Horizon One Finance B.V. ("Horizon One Finance Issue") (voting item), each New Share having a nominal value of EUR 0.10 and against an issue price of EUR 0.50 per New Shares, whereby any payment made in excess of the par value of the Shares in the capital of the Company shall be treated as share premium. The issue price per New Share of EUR 0.50 is based on the pre-money valuation of the Company, as supported by the annual accounts 2016 of the Company. As a result of the Loan Conversions: the issued share capital of the Company could be increased to up to 282,310,417 shares and up to an amount of EUR 28,231, in the aggregate the Chain Finance Loan and the Sapinda Holding Loan will be extinguished by confusion in their entirely, pursuant to the set off against the relevant subscription prices and part of the Luton Verwaltungs Loan, in the amount of the relevant subscription price for Luton Verwaltungs GmbH, and part of the Horizon One Finance Loan, in the amount of the relevant subscription price for Horizon One Finance B.V. will be extinguished by confusion. Anything remaining of these two loans will be left outstanding. The issue of the New Shares shall take place forthwith after the adoption of the resolution to issue the New Shares by the General Meeting, provided that the resolutions to exclude the pre-emptive rights in connection with issue of the New Shares are adopted as well. The exact number of New Shares to be issued in accordance with the above shall be determined by the Management Board, subject to the approval of the Supervisory Board.

4 - 4 - B. Exclusion of pre-emptive rights of existing shareholders of the Company (voting items) It is proposed to the General Meeting to exclude the pre-emptive rights of the existing shareholders of the Company in connection with the issue of the New Shares as follows: connection with the Chain Finance Issue (voting item) connection with the Luton Verwaltungs Issue (voting item) connection with the Sapinda Holding Issue (voting item) connection with the Horizon One Finance Issue (voting item) The above items referred to under A. and B. are treated as separate items to be voted on and the proposals thereto by the Management Board have been approved by the Supervisory Board on 17 January Agenda item 9 Designation of the Management Board (voting items) A. Designation of the Management Board as the competent body to resolve to issue shares in the capital of the Company of up to 10% of the issued share capital after the Loan Conversions (voting item) It is proposed to the General meeting to designate the Management Board as the competent body to resolve to issue up to 28,231,042 ordinary shares in the capital of the Company, each having a nominal value of EUR 0.10 (in the aggregate EUR 2,823,104.20) for a period of 12 months. The designation of the Management Board results in its authorisation to issue up to (around) 10% of the issued capital of the Company after the Loan Conversions. B. Designation of the Management Board as the competent body to resolve to restrict or exclude the pre-emptive rights in connection with the share issue(s) as referred to under agenda item 9A. (voting item) It is proposed to the General meeting to designate the Management Board as the

5 - 5 - competent body to resolve to restrict or exclude the pre-emptive rights of existing shareholders in connection with the issue(s) of ordinary shares in the capital of the Company as referred to under agenda item 9A. The designation of the Management Board would be for an equal period of 12 months. The above items referred to under A. and B. are treated as separate items to be voted on and the proposals thereto by the Management Board have been approved by the Supervisory Board on 17 January Agenda item 10 Determination of the remuneration policy of the Management Board (voting item) It is proposed by the Supervisory Board to determine the remuneration policy of the Management Board of the Company as follows: an annual amount of remuneration of up to EUR 25,000 per Managing Director (excluding any expenses). Agenda item 11 The appointment of an external accountant for the financial year 2017 (voting item) It is proposed to the General Meeting to resolve to reappoint FSV Accountants + Adviseurs as the external auditor who will audit the annual accounts for the financial year 2017.