THROMBOGENICS
Limited liability company
having made a public appeal on savings
Gaston Geenslaan 1
3001 Heverlee
0881.620.924 RLE Leuven
CONVOCATION1
The board of directors has the honour to invite the holders of shares and warrants to attend the annual
shareholders' meeting which will be held at the headquarters of the company at 3001 Heverlee, Gaston
Geenslaan 1, on Tuesday 7 May 2013 at 2:00 PM with the below agenda, containing proposals for decision.
Agenda of the annual shareholders' meeting
1. Deliberation on the annual report of the board of directors on the annual accounts relating to the
financial year closed on 31 December 2012 (including deliberation on corporate governance policy)
and on the auditor's report on the annual accounts relating to the financial year closed on 31
December 2012.
Comments on the agenda item:
The board of directors requests the shareholders' meeting to take note of the annual report of the
board of directors on the annual accounts relating to the financial year closed on 31 December 2012
and the auditor's report on the annual accounts relating to the financial year closed on 31 December
2012.
2. Deliberation on the remuneration report of the board of directors, as explained by the nomination
and remuneration committee and included in the annual report.
Proposed resolution:
Approval of the remuneration report prepared by the board of directors, as explained by the
nomination and remuneration committee and included in the annual report.
3. Deliberation on and approval of the statutory annual accounts relating to the financial year closed on
31 December 2012 and of the allocation of the results as proposed by the board of directors in its
annual report. Acknowledgement of the consolidated annual accounts relating to the financial year
closed on the same date.
Proposed resolution:
Approval of the annual accounts relating to the financial year closed on 31 December 2012 and on
the allocation of the results as proposed by the board of directors in its annual report.
4. Discharge of the directors.
Proposed resolution:
1
This is a translation of a Dutch document into English. Reasonable care was taken to ensure that it is accurate. However, you should be aware that
words and legal concepts used in one language may not have exact equivalents in another. It cannot be guaranteed that the translation will have
exactly the same meaning as the original.Non-binding translation
0084307-0000046 BR:7863879.1 2
Discharge to the directors for the performance of their mandate during the previous financial year
that ended on 31 December 2012:
• PATCOBEL NV, with as permanent representative Mr Désiré Collen;
• ViBio BVBA, with as permanent representative Mr Patrik De Haes;
• SOFIA BVBA, with as permanent representative Mr Chris Buyse;
• Innov'activ BVBA, with as permanent representative Ms Patricia Ceysens;
• Mr Jean–Luc Dehaene;
• VIZIPHAR Biosciences BVBA, with as permanent representative Mr Gustaaf Van Reet;
• LUGOST BVBA, with as permanent representative Mr Luc Philips; and
• Mr Thomas Clay.
5. Discharge of the auditor.
Proposed resolution:
Discharge to the auditor, BDO Bedrijfsrevisoren, with registered office at 1935 Zaventem, The
Corporate Village, Da Vincilaan 9, box E.6, represented by Bert Kegels, for the performance of its
mandate during the previous financial year that ended on 31 December 2012.
6. Reappointment of VIZIPHAR Biosciences BVBA, with as permanent representative Mr Gustaaf
Van Reet and LUGOST BVBA, with as permanent representative Mr Luc Philips as independent
directors of the Company upon proposal of the board of directors, based on an advice received from
the nomination and remuneration committee, and decision on the remuneration for the performance
of the mandate of the directors.
Proposed resolution:
Reappointment of the following persons as independent directors of the Company, with immediate
effect, for a three year period, until the closing of the general shareholders' meeting resolving on the
annual accounts of the financial year that will have ended on 31 December 2015. The following
persons are independent directors in the sense of article 526ter of the Belgian Company Code and
meet all independence criteria required by article 526ter of the Belgian Company Code and
prescribed by the Belgian Corporate Governance Code:
• VIZIPHAR Biosciences BVBA, Legal Entities Register Turnhout 0862.727.797, with registered
office at 2460 Kasterlee, Polpulierenlaan 14, with as permanent representative VAN REET
Gustaaf; and
• LUGOST BVBA, Legal Entities Register Brussels 882.417.413, with registered office at 1820
Steenokkerzeel (Perk), Platanenlaan 14, with as permanent representative PHILIPS Luc Karel.