At the annual general meeting held on June 25, 2019, with effect from June 25,
2019, the Management Board was granted authorities similar to those referred to under 9a and 9b, for a period of five years (i.e. until June 26, 2029). It is proposed to the general meeting to renew these authorities for a period of 5 years
from the date of this general meeting (i.e. June 26, 2024 up to and including June 26, 2029), being the maximum term permitted by Dutch law.
Pursuant to Dutch law and the Companys articles of association, the approval of the general meeting is required each time the Management
Board wishes to issue shares, unless the general meeting has authorized the Management Board to issue shares. Such authorization can be for a period of up to five years.
In general, this Dutch legal requirement to obtain shareholder approval for share issuances deviates from the legal practice in the state laws
applicable to most companies in the United States, such as Delaware, where it is customary that boards of directors may issue shares up to the authorized share capital as set forth in the issuers certificate of incorporation.
As a Nasdaq listed company, operating largely in an environment of U.S. peers, the Management Board and Supervisory Board consider it in the
best interest of the Company and its shareholders to retain the current flexibility for the Management Board, with the approval of the Supervisory Board, to raise capital through the issuance of shares and to retain its ability to react in a timely
manner when certain opportunities arise that require the issue of shares, similar to Affimeds U.S. peers. Therefore, in order to enable the Company to execute its long-term strategy, the Management Board is seeking a renewal of the authority
to issue shares and/or grant rights to subscribe for shares, with exclusion of pre-emptive rights.
10 |
Cancellation of shares |
At the annual general meeting of the Company held in 2023, the Management Board was authorized to execute a reverse stock split with a range
between 2:1 and 10:1. Pursuant to and within the limits of the authorization granted by the shareholders, the Management Board, with the approval of the Supervisory Board, effectuated a 10:1 reverse stock split on March 8, 2024.
Shares that were held in registered form in the Companys shareholders register at the time of the reverse stock split were consolidated
and converted into shares based on the new par value in accordance with the final share split ratio. Any fractional shares that were created as a result of the consolidation and conversion are subject to the rights specified in article 12 of the of
the Companys articles of association.
In an effort to clean up the composition of the Companys share capital, it is
contemplated by the Company to undertake certain steps making-whole the issued and outstanding fractional shares in the Companys share capital. These steps may include the unilateral transfer to each holder of fractional shares registered in
the Companys shareholder register, for no consideration by the Company, of such number of additional fractional shares needed in order to ensure that such holders each hold a number of fractional shares equal to one