
Hyloris
_
Annual Report 2022
p. 74
p. 75
SHARE CAPITAL, SHARES AND SHAREHOLDERS
History of Capital –
Capital Increase and
Issuance of Shares
Securities Issued by the
Company
On March 31, 2022, the share
capital was increased by a
contribution in cash further to
the completion of an accelerated
bookbuilding, in the amount of
€15,000,001 (including issue
premium) with issuance of
967,742 new ordinary shares. The
new shares were issued at a price
of €15.5 per share (including issue
premium).
On June 22, 2022, the share capital
was increased by contribution in
cash further following the exercise
of 1,200,000 transaction warrants,
in the amount of €2,831,640
(including issue premium) with
issuance of 1,200,000 shares. The
new shares were issued at a price
of €2,3597 per share (including
issue premium).
As of December 31, 2022, the
Company’s capital amounted
to €140,001.87 (excluding
issue premium) represented
by 28,000,374 ordinary shares
without nominal value.
The Company created four stock
option plans under which warrants
were granted to employees, directors,
consultants and shareholders of the
Company and its subsidiaries: the
transaction warrants in May 2017
and two ESOP Warrants plans in
December 2019, December 2020,
and June 2022.
History of Capital since
IPO
Authorised Capital
In accordance with the Articles
of Association, the Extraordinary
General Shareholders’ meeting of
the Company authorised the Board
of Directors to increase the share
capital of the Company, in one or
several times, and under certain
conditions set forth in extenso in
the articles of association.
On June 8, 2020, the General
Meeting of Shareholders decided,
in accordance with articles 604
juncto 607, para. 2, 2° of the
Belgian Company Code to give, for
a period of five years starting on
June 8, 2020, the authorisation to
the Board of Directors to increase
the capital of the Company with a
maximum amount of €117,758.84
(excluding issue premium). The
General Meeting of Shareholders
also decided to give this
authorisation to the Board in case
of reception by the Company of a
communication by the Financial
Services and Markets Authority
(FSMA) stating that the FSMA has
been informed of a public takeover
bid regarding the Company, for
all public take-over bids notified
to the Company three years after
June 8, 2020.
The Board has used its powers to
increase the share capital within
the framework of the authorised
capital (i) on November 27, 2020
by an amount of €2,000 (excluding
any issue premiums) following the
issuance of the 400,000 ESOP
2020 Warrants.
On March 31, 2022, the share
capital was increased by
contribution in cash, as the result
of an accelerated bookbuilding,
for a total amount of €15 mio
(including issue premium) with
issuance of 967,742 new shares.
The new shares were issued at a
price of €15.5 per share (including
issue premium).
The ESOP Warrant 2022 plan
was approved in June 2022,
increasing the authorised capital
by an amount of €710 (excluding
any issue premiums) following the
issuance of the 142,000 ESOP
2022 warrants.
Consequently, the Board is therefore
authorised to increase the share
capital of the Company within
the framework of the authorised
capital for a maximum amount of
€110,210.13 (as of 1 April 2023,
excluding issue premium).
Changes in Capital
At any given time, the
Shareholders’ Meeting can resolve
to increase or decrease the share
capital of the Company. Such
resolution must satisfy the quorum
and majority requirements that
apply to an amendment of the
articles of association.
Warrants Plans
Warrant Plans Issued
The Company created four warrant
plans under which warrants were
granted to employees, directors,
consultants and shareholders of the
Company and its subsidiaries: the
transaction warrants in May 2017
and the ESOP Warrants plans in
December 2019, November 2020
and June 2022.
Summary of the
Outstanding Warrant Plans
Transaction Warrants
On May 12, 2017, the Company
issued 300,000 warrants (before
stock split - the transaction
warrants). All transaction
warrants have been subscribed
for. The transaction warrants
were granted free of charge.
Initially all transaction warrants
were subscribed by Stijn Van
Rompay. Thereafter they have
been transferred at multiple
occasions to other persons such as
shareholders in the Company.
interest within the meaning of Article 7:96
CCA that has not been disclosed to the
Board of Directors. Where such a conflict of
interest has occurred, Hyloris has applied
(or ratified the application of) the statutory
conflicts of interest procedure of Article 7:96
CCA.
Below is an overview of the meetings of the
Board of Directors in which the conflict of
interest procedure has been applied.
Related Party Transactions
The Board of Directors must comply with
the procedure set out in Article 7:97, §3-4/1
CCA if it takes a decision or carries out a
transaction that relate to a related party within
the meaning of the International Accounting
Standard 24, as adopted by the European
Union (IAS 24), unless the exemptions of
Article 7:97, §1, section 4 apply whereby
all decisions or transactions to which the
procedure applies must first be subject to
the assessment of a Committee of three
Independent Directors, which, if it so chooses,
shall be assisted by one or more independent
experts of its choice. The Committee issues
a written and reasoned opinion to the Board
of Directors on the proposed decision or
transaction, in which it addresses at least the
elements set out in Article 7:97,§3, section 2
CCA.
After having taken note of the advice of the
Committee provided, and applying, where
necessary the conflict of interest procedure
set forth in Article 7:96 CCA, the Board of
Directors shall deliberate on the intended
decision or transaction. If a Director is involved
in the decision or operation, that director
may not participate in the deliberation
and voting. If all Directors are involved, the
decision or transaction is submitted to the
General Shareholders’ Meeting; if the General
Shareholders’ Meeting approves the decision
or transaction, the Board of Directors may
execute it. The Board of Directors confirms in
the minutes of the meeting that the procedure
described above has been complied with, and,
if necessary, justifies why it deviates from the
Committee’s opinion.
The statutory auditor assesses whether
there are no material inconsistencies in the
financial and accounting information included
in the minutes of the Board of Director and in
the committee’s opinion with respect to the
information available to it within the scope of
its mission. This opinion shall be attached to
the minutes of the Board of Directors.
The Company will publicly announce the
decisions or transaction in accordance with
Article 7:97,§4/1 CCA.
This procedure does not apply to customary
decisions and transactions at market
conditions or to decisions and transactions
the value of which is less than 1% of the net
assets of the Company on a consolidated
basis. In addition, decisions, and transactions
on the remuneration of the directors or the
members of the Executive Committee are
exempted as are acquisitions or transfers of
own shares, interim dividend payments and
capital increases under the authorised capital
without limitation or cancellation of the
preferential subscription right of the existing
shareholders.
Transactions with Related Parties
The Board of Directors of Hyloris has not
applied the procedure set forth in Articles
7:96 and 7:97 CCA, in 2022.
Transactions with Affiliates
Article 7:97 of the Belgian Code on
Companies and Associations provides for a
special procedure which must be followed
for transactions with the Company’s
affiliated companies or subsidiaries. Such
a procedure does not apply to decisions
or transactions that are entered into the
ordinary course of business at usual market
conditions or for decisions and transactions
whose value does not exceed one percent of
the Companies’ consolidated net assets.
The Board of Directors of Hyloris has not
applied the special procedure set forth
in Article 7:97 CCA for transactions with
the Company’s affiliated companies or
subsidiaries, in 2022.