Amsterdam, The Netherlands
Official Report of the Extraordinary General Meeting of Shareholders January 31, 2017
On this day, 31 January of the year 2017, the Extraordinary General Meeting of Shareholders of Catalis SE (hereinafter referred to as: the "Company") was held at the company's main office at 5582 LA Waalre, Laan van Diepenvoorde 3, the Netherlands.
1. Peter Robert Biewald, acting as an attorney in writing for the Board of Directors (Executive Directors and Non-Executive Directors);
2. Mr. Adrianus Johannes van Hoof, acting as a substitute for Mr. A.P.C.C. de Cooker, civil law notary at De Cooker Notariaat, acting in the municipality of Eindhoven, the Netherlands.
According to Dutch law and the articles of the company the invitation to attend the Extraordinary General Meeting of Shareholders of Catalis SE was published electronically on the website of the company in due form and time 42 days before the shareholders' meeting. Therefore the invitation was carried out legally effective. Chairman of the meeting was, Peter Robert Biewald, who invited Adrianus Johannes van Hoof, candidate civil law notary in the Netherlands, to draft the minutes of this meeting.
After having opened the meeting at approximately 11 hours, the chairman concluded that 305,225 shares were represented at this meeting representing approximately 43,58% of total capital. The presence was calculated on shares issued of 700,233 as of January 31, 2017.
2. Appointment of Grant Thornton Accountants en Adviseurs B.V., Amsterdam, the Netherlands, as auditors for the financial year 2016 (voting item).
The aforementioned resolution to appoint Grant Thornton Accountants en Adviseurs B.V was adopted unanimously (all affirming votes).
3. Conversion of Catalis bearer shares into registered shares (voting item).
In the meeting the procedure on how bearer shares will be converted was discussed. It was also agreed upon to publish such procedure, including the timeframe of the conversion, on the company’s webpage. The aforementioned resolution to convert Catalis bearer shares into registered shares and the process of conversion was adopted unanimously (all affirming votes).
4. Adjustment of Catalis’ articles of association reflecting topic 3, the conversion of Catalis bearer into registered shares (voting item).
The aforementioned resolution to amend Catalis’ Articles of Association, also reflecting topic 3, the conversion of Catalis bearer into registered shares; was adopted unanimously (all affirming votes).
The chairman closed the meeting at approximately 11:10 hours.
Waalre (the Netherlands), January 31, 2017
Peter Robert Biewald Adrianus Johannes van Hoof,
(chairman of the meeting) (minutes)