Purchase and Sale of Own Shares
In accordance with the Company’s Articles of Association and the Belgian Company Code, Innogenetics NV can only purchase and sell its own shares by virtue of a special shareholders’ resolution approved by at least 80% of the votes validly cast at a Shareholders’ Meeting where at least 50% of the share capital and at least 50% of the securities which do not represent the capital, if any, are present or represented. The prior approval by the shareholders is not required in the event the shares are being purchased by the Company to offer the shares to the Company’s personnel.
By virtue of a shareholders’ resolution passed at the Extraordinary Shareholders’ Meeting held on June 20, 2005, the Articles of Association of Innogenetics entitle the Board of Directors to purchase or sell the Company’s shares if such purchase or sale is necessary to prevent an imminent serious detriment to the Company. This authorization has been given for a maximum period of three years as of the publication of the authorizations in the Belgian Official Gazette on July 12, 2005.
The Company has not acquired and therefore currently does not own any Innogenetics NV shares.