Latest news with #EuronextBrussels
Business Upturn
6 days ago
- Business
- Business Upturn
CMB.TECH's update on the Golden Ocean merger process
Antwerp, July 17, 2025 (GLOBE NEWSWIRE) — NV (NYSE: CMBT & Euronext Brussels: CMBT) (' provides a market update on the progress of the stock-for-stock merger between and Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) ('Golden Ocean'). The transaction is structured as a merger, with Golden Ocean merging with and into Bermuda Ltd. (' Bermuda'), a wholly-owned subsidiary of with Bermuda as the surviving company (the 'Merger'). In the framework of the Merger, all outstanding common shares of Golden Ocean[1] will ultimately be exchanged for newly issued ordinary shares at an exchange ratio of 0.95 ordinary shares of for each common share of Golden Ocean (the 'Exchange Ratio'), subject to customary adjustments pursuant to the agreement and plan of merger dated 28 May 2025 (the 'Merger Agreement'). Upon completion of the Merger, would issue approximately 95,952,934 new ordinary shares (the 'Merger Consideration Shares'), assuming the Exchange Ratio is not adjusted. This press release provides an update on the key steps completed and expected to be completed in the near future to close the Merger, as provided in the Merger Agreement. [1] Other than Golden Ocean common shares already owned (directly or indirectly) by or Golden Ocean. Corporate approvals – Shareholders' meeting Golden Ocean notes the announcement by Golden Ocean to hold a special general meeting on 19 August 2025 at 9.00 am ADT, at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton HM 08, Bermuda, to vote on, among other things, the approval of the Merger Agreement, the Bermuda Merger Agreement (as defined in the Merger Agreement) and the transactions contemplated thereby including the Merger and the appointment of the exchange agent (the 'Golden Ocean SGM'). Golden Ocean shareholders of record at the close of business on the record date (16 July 2025) will be entitled to vote at the Golden Ocean SGM. The supervisory board of and the board of directors of Golden Ocean have both unanimously approved the transaction and the Merger does not require the approval of shareholders. Upon completion of the Merger, shareholders would own approximately 70% (or 67% excluding treasury shares) of the total issued share capital of and Golden Ocean shareholders would own approximately 30% (or 33% excluding treasury shares) of the total issued share capital of assuming the Exchange Ratio is not adjusted. Furthermore, upon completion of the Merger, Golden Ocean would delist from the Nasdaq Global Select Market and Euronext Oslo Børs and deregister from the U.S. Securities and Exchange Commission ('SEC'). would remain listed on the New York Stock Exchange ('NYSE') and Euronext Brussels and will pursue a secondary listing on Euronext Oslo Børs subject to completion of the Merger. Assuming timely fulfillment of the relevant closing conditions, the parties aim to complete the Merger as soon as possible after the Golden Ocean SGM, expected on or around 20 August 2025, which will also be the first day of trading for the newly issued shares on NYSE, Euronext Brussels and, tentatively, the first day of trading of on Euronext Oslo Børs. The Merger will create one of the largest listed diversified maritime groups in the world with a combined fleet of approximately 250 vessels. More information can be found in the registration statement on Form F-4 (the 'Registration Statement') filed by with the SEC on 1 July 2025. Regulatory approvals and filings On 26 June 2025, received antitrust clearance from the German Bundeskartellamt (Federal Cartel Office). On 16 July 2025, the SEC declared effective the Registration Statement. The Registration Statement filed with the SEC includes a prospectus of and a proxy statement of Golden Ocean. A free copy of the proxy statement and prospectus can be obtained at the SEC's website at In addition, a NYSE supplemental listing application was filed with the NYSE on 7 July 2025, which will be used for the listing and the admission to trading of the new shares to be issued following the Merger on the NYSE. is preparing an exemption document in relation to the Merger and the contemplated secondary listing of on Euronext Oslo Børs in accordance with Regulation (EU) 2017/1129 (the 'Prospectus Regulation') and Commission Delegated Regulation (EU) 2021/528 (the 'Exemption Document'). The Exemption Document will be published shortly before the Golden Ocean SGM and will become available on website. The Exemption Document is not a prospectus within the meaning of the Prospectus Regulation and is not subject to review and approval by the relevant competent authority pursuant to Article 20 of the Prospectus Regulation. It is envisaged that Golden Ocean shareholders owning Golden Ocean common shares that trade on Nasdaq shall receive their portion of the new ordinary shares that trade on NYSE, and Golden Ocean shareholders owning Golden Ocean common shares that trade on Euronext Oslo Børs shall receive their portion of the new ordinary shares that are expected to trade on Euronext Oslo Børs. To secure timely delivery and settlement of the Merger Consideration Shares to shareholders on Euronext Oslo Børs, through the Norwegian settlement system, and CMB contemplate to enter into a short-term share lending. About is a diversified and future-proof maritime group that owns and operates more than 160 seagoing vessels: crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels and port vessels. also offers hydrogen and ammonia fuel to customers, through own production or third-party producers. is headquartered in Antwerp, Belgium, and has offices across Europe, Asia, United States and Africa. is listed on Euronext Brussels and the NYSE under the ticker symbol 'CMBT'. About Golden Ocean Golden Ocean is a Bermuda incorporated shipping company specialising in the transportation of dry bulk cargoes. As of May 2025, the Golden Ocean fleet consists of more than 90 vessels, with an aggregate capacity of approximately 13.7 million deadweight tonnes. Golden Ocean's ordinary shares are listed on Nasdaq with a secondary listing on the Euronext Oslo Børs under the ticker symbol 'GOGL'. Forward-Looking Statements Matters discussed in this press release may constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words 'believe', 'anticipate', 'intends', 'estimate', 'forecast', 'project', 'plan', 'potential', 'may', 'should', 'expect', 'pending' and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure that we will achieve or accomplish these expectations, beliefs or projections. You are cautioned not to place undue reliance on forward-looking statements. These forward-looking statements are and will be based upon management's then-current views and assumptions regarding future events and operating performance and are applicable only as of the dates of such statements. assumes no duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date. Disclaimer This press release is also published in Dutch. If ambiguities should arise from the different language versions, the English version will prevail. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons distributing this communication must satisfy themselves that it is lawful to do so. The potential transactions described in this announcement and the distribution of this announcement and other information in connection with the potential transactions in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. This announcement is not a recommendation in favor of the proposed Merger described herein. In connection with the proposed Merger, has filed with the SEC the Registration Statement that includes a prospectus of and a proxy statement of Golden Ocean. also has filed other relevant documents with the SEC regarding the proposed Merger. YOU ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You may obtain a free copy of the proxy statement/prospectus and other relevant documents that files with the SEC at the SEC's website at Attachment update on the Golden Ocean merger process Disclaimer: The above press release comes to you under an arrangement with GlobeNewswire. Business Upturn takes no editorial responsibility for the same. Ahmedabad Plane Crash
Business Wire
01-07-2025
- Business
- Business Wire
Titan Group: Announcement of Intention to Acquire Own Shares
BRUSSELS--(BUSINESS WIRE)--Regulatory News: Titan SA (the Company) (Euronext Brussels, ATHEX and Euronext Paris, TITC) announces that its Board of Directors at its latest meeting decided to implement a new share buy-back program in Euronext Brussels and the Athens Exchange, for an amount of up to EUR 10,000,000 and a duration of up to nine months (March 31, 2026), which will begin today, July 1, 2025. The Company may terminate, suspend, or postpone the program if deemed appropriate. The program will be implemented under the terms and conditions approved by the Extraordinary Meeting of Shareholders of 5 May 2025 and Article 15 of the Company's Articles of Association. The bought-back shares will be held as treasury shares and may also be used in the context of share-based remuneration of employees and directors of the Company. The Company will keep the market informed of the progress of the relevant transactions in line with applicable rules and regulations. This press release may be consulted on the website of Titan SA via the below link: For further information, please contact Investor Relations at +30 210 2591 257 About Titan Group TITAN Group is a leading international business in the building and infrastructure materials industry, with passionate teams committed to providing innovative solutions for a better world. With most of its activity in the developed markets, the Group employs more than 6,000 people and is present in over 25 countries, holding prominent positions in the US, Europe, including Greece, the Balkans, and the Eastern Mediterranean. The Group also has joint ventures in Brazil and India. With a 120-year history, TITAN has always fostered a family-and entrepreneurial-oriented culture for its employees and works tirelessly with its customers to meet the modern needs of society while promoting sustainable growth with responsibility and integrity. TITAN has set a net-zero goal for 2050 and has its CO₂ reduction targets validated by the Science Based Targets initiative (SBTi). The parent company is listed on Euronext and the Athens Exchange. For more information, visit our website at
Yahoo
13-06-2025
- Business
- Yahoo
Invitation to attend the extraordinary shareholders' meeting of the Company to be held on July 2, 2025
REGULATED INFORMATIONJune 13, 2025, 7:00am CET / 1:00am ET NYXOAH SA(Euronext Brussels/Nasdaq: NYXH) Rue Edouard Belin 12, 1435 Mont-Saint-Guibert, Belgium(hereinafter the 'Company') Invitation to attend the extraordinary shareholders' meeting of the Company to be held on July 2, 2025 The board of directors of the Company is pleased to invite its securities holders to attend the extraordinary shareholders' meeting of the Company, to be held on Wednesday, July 2, 2025 at 2:00 p.m. CET at the Company's seat, or at such other place as will be indicated prior to such time. The Company will also set up a video conference to allow holders of securities of the Company who have duly registered for the extraordinary shareholders' meeting to follow the meeting remotely and ask questions, as the case may be in writing, during the meeting. The modalities to attend the meeting via video conference will be communicated to the relevant securities holders in due time. The videoconference will not qualify as an electronic communication tool to attend and vote at the extraordinary shareholders' meeting as referred to in Article 7:137 of the Belgian Code of Companies and Associations (the 'CCA'), but will be an extra facility for securities holders to follow the shareholders' meeting. Holders of securities wishing to attend the meeting via video conference and also validly vote on the items on the agendas, are invited to exercise their voting rights prior to the shareholders' meeting by following the rules set out in this convening notice, either by voting remotely by mail, or by giving a proxy to a representative of the Company. In order to facilitate the keeping of the attendance list on the day of the extraordinary shareholders' meeting, the holders of securities issued by the Company and their representatives are invited to register as from 1:45 p.m. CET. AGENDA OF THE EXTRAORDINARY SHAREHOLDERS' MEETING Adding paragraphs at the end of article 13 of the articles of association of the Company to introduce the right to nominate directors for shareholders having held at least five percent (5%) of the outstanding shares of the Company in registered form continuously for a period of at least three (3) years Proposed decision: The shareholders' meeting decides to add the following paragraphs at the end of article 13 of the articles of association of the Company: ' (…) Any shareholder, or group of affiliated shareholders acting in concert, that has held (or will have held at the date of the relevant appointment) at least five percent (5%) of the outstanding shares of the company in registered form continuously for a period of at least three (3) years calculated as per the date of the relevant director appointment (each such shareholder or group of shareholders referred to as a '') shall have the right that at the annual shareholders' meeting one (1) director (a '') is appointed on its binding nomination. In case there are more than two (2) Stable Shareholders, only the two (2) largest Stable Shareholders shall have a binding nomination right. The binding nomination right of the relevant Stable Shareholder shall also apply in case the mandate of the relevant Stable Shareholder Director becomes vacant. In such case the Stable Shareholder shall be entitled to request the board of directors to appoint, within fifteen (15) calendar days following the date on which the relevant Stable Shareholder has exercised this binding nomination right, a replacement Stable Shareholder Director on a provisional basis until the next shareholders' meeting. The binding nomination shall be submitted in writing by the relevant Stable Shareholder to the board of directors, together with any information that might be necessary or useful in view of the appointment of the Stable Shareholder Director, at least seventy-five (75) calendar days prior to the annual shareholders' meeting which shall be asked to decide on the appointment of the director (or, in case of co-optation by the board of directors, within thirty (30) calendar days following the date on which the mandate of the relevant Stable Shareholder Director has become vacant). The board of directors may at its discretion waive this deadline. Provided that the Stable Shareholder that made the relevant nomination still qualifies as a Stable Shareholder on the date of the annual shareholders' meeting (or board meeting in case of co-optation) deciding on the relevant appointment, the nomination made by the relevant Stable Shareholder shall be binding and complied with when the annual shareholders' meeting decides (or, in case of co-optation, the remaining directors decide) on the relevant appointment for which the relevant Stable Shareholder has exercised its binding nomination right in accordance with this article 13. In deviation hereof, the annual shareholders' meeting (or the remaining directors in case of co-optation) shall not be obliged to comply with the relevant binding nomination if the proposed director appointment pursuant to the relevant binding nomination would result in the composition of the board of directors no longer meeting any mandatory minimum requirements imposed by article 7:86 or any other applicable article of the Code of Companies and Associations.' Power of attorney to the notary Proposed decision: The shareholders' meeting decides to grant the acting notary, and any other notary of 'Berquin Notarissen', all powers to draw up and sign a restated version of the articles of association of the Company and to file them in the appropriate data base in accordance with applicable law. ADMISSION FORMALITIES AND PARTICIPATION IN THE SHAREHOLDERS' MEETING In order to attend the extraordinary shareholders' meeting on July 2, 2025, the holders of shares and subscription rights are requested to comply with articles 26 and 27 of the Company's articles of association and the following formalities. The holders of subscription rights issued by the Company can, in accordance with Article 7:135 of the Belgian Code of Companies and Associations only attend the shareholders' meeting with a consultative vote. In order to be able to participate in the extraordinary shareholders' meeting, a holder of securities issued by the Company must satisfy two conditions: (a) be registered as holder of such securities on the registration date and (b) notify the Company, as described below. Registration date The registration date is June 18, 2025 at midnight (Belgian time). Only persons registered as securities holders on that date and time will be entitled to attend and (if they are shareholders) vote at the meeting. The number of securities held by the securities holder on the day of the meeting will not be taken into account. Holders of registered shares or subscription rights must be registered in the Company's share register or subscription rights register, as the case may be, by midnight (Belgian time) on June 18, 2025. Holders of dematerialized shares must deliver, or have delivered, to the Company, at the latest on June 26, 2025 at midnight (Belgian time), a certificate issued by the authorized account holder or by the settlement institution certifying the number of dematerialized shares registered in the name of the shareholder in its accounts on the registration date, for which the shareholder has declared his intention to participate in the meeting. This certificate must be sent to the Company by e-mail to shareholders@ Intention to participate in the meeting The securities holders must inform the board of directors of the Company by e-mail to shareholders@ no later than June 26, 2025, of their intention to participate in the meeting, indicate the number of securities for which they intend to vote, and, for holders of dematerialized shares, present proof of their registration as a shareholder on the registration date. In order to attend the meeting, securities holders and proxy holders must prove their identity and representatives of legal entities must submit documents establishing their identity and their power of representation, at the latest immediately before the start of the meeting. Voting by proxy or by mail Shareholders can exercise their voting rights prior to the meeting either (i) by voting by mail or (ii) by giving a proxy to a representative of the Company. If shareholders vote by proxy, the proxy holder will be a representative of the Company. This proxy holder may only exercise the voting right in accordance with the voting instructions contained in the proxy. The proxy voting form and the form for voting by mail approved by the Company must be used for this purpose. These forms can be downloaded from the Company's website ( > Shareholders' Meetings). If shareholders vote by proxy or by mail, they must, in addition to the above formalities, send by e-mail to shareholders@ a duly completed and signed proxy voting form or form for voting by mail. These documents must reach the Company no later than June 26, 2025. Note that the proxy voting forms and the forms for voting by mail may be signed by using an electronic signature as provided for in Article 7:143 § 2 of the Belgian Code of Companies and Associations. Participation in the virtual shareholders' meeting Securities holders wishing to participate remotely, virtually and in real time, to the Company's extraordinary shareholders' meeting are required to confirm their participation and communicate their e-mail address to the Company by June 26, 2025 at the latest by e-mail to shareholders@ A few days before the shareholders' meeting, securities holders who have completed this formality will receive by e-mail (at the address they will have communicated to the Company) a link, and as the case may be a user name and a password, enabling them to follow and participate in the shareholders' meeting via their computer, tablet or smartphone. Just before the start of the shareholders' meeting, the securities holders will have to click on the link that will have been previously communicated to them by e-mail, and as the case may be enter their user name and password, in order to join the virtual shareholders' meeting. Securities holders attending the virtual shareholders' meeting will have the opportunity to view the live broadcast of the meeting in real time and to ask questions to the directors, as the case may be in writing, during the meeting regarding the items on the agenda. Right to ask questions Shareholders who wish to do so may send any questions they may have to the Company, relating solely to the agenda of the extraordinary shareholders' meeting, by e-mail to shareholders@ no later than June 26, 2025. The answers to these questions will be provided during the extraordinary shareholders' meeting in accordance with applicable law. Documentation All documents concerning the extraordinary shareholders' meeting that are required by law to be made available, as well as the total number of shares and voting rights outstanding, are available on the Company's website on: The documents are also available at the seat of the Company and can only be consulted by appointment made by e-mail (shareholders@ Shareholders may also obtain a hard copy of these documents free of charge by sending an e-mail to shareholders@ The aforementioned formalities, as well as the instructions on the Company's website and on the proxy voting forms and forms for voting by mail must be strictly observed. Various Quorum: In accordance with Article 7:153, second paragraph of the Belgian Code of Companies and Associations, the extraordinary shareholders' meeting can validly deliberate and vote on the agenda items of the extraordinary shareholders' meeting, irrespective of the portion of the capital that is represented by the shareholders present or represented. Voting: Each share entitles the holder to one vote. Majority: In accordance with Article 7:153 of the Belgian Code of Companies and Associations, the decision proposed in item 1 of the agenda of the extraordinary shareholders' meeting will be adopted if it is approved by 75% of the votes validly cast by the shareholders present or represented whereby blank votes and abstentions are not taken into account. In accordance with applicable law, the decision proposed in item 2 of the agenda of the extraordinary shareholders' meeting will be adopted if it is approved by a simple majority of the votes validly cast by the shareholders present or represented. Personal data: The Company is responsible for the processing of personal data that it receives or collects from holders of securities issued by the Company and agents in connection with the Company's shareholders' meeting. The processing of such data will be carried out for the purpose of organizing and holding the shareholders' meeting, including convening, registration, attendance and voting, as well as maintaining lists or registers of securities holders and for purposes of analysis of the Company's securities holders' base. The data includes, but is not limited to, the following: identification data, the number and nature of a holder's securities issued by the Company, proxies and voting instructions. This information may also be transferred to third parties for the purpose of assisting or servicing the Company in connection with the foregoing. The processing of such data will be carried out, mutatis mutandis, in accordance with the Company's privacy notice available on the Company's website: The Company draws the attention of holders of securities issued by the Company and agents to the description of the rights they may have as data subjects, such as, inter alia, the right of inspection, the right to rectify and the right to object to processing, which are set out in the section entitled 'What rights can you exercise?' of the aforementioned privacy notice. All this is without prejudice to the applicable rules on registration, use of information and participation in shareholders' meetings in order to exercise your rights as a data subject. For any other information relating to the processing of personal data by or on behalf of the Company, the Company can be contacted by e-mail at privacy@ The board of directors Attachment Nyxoah - Second ESM 2025 convening notice - PR (ENG)Sign in to access your portfolio
Yahoo
13-06-2025
- Business
- Yahoo
Invitation to attend the extraordinary shareholders' meeting of the Company to be held on July 2, 2025
REGULATED INFORMATIONJune 13, 2025, 7:00am CET / 1:00am ET NYXOAH SA(Euronext Brussels/Nasdaq: NYXH) Rue Edouard Belin 12, 1435 Mont-Saint-Guibert, Belgium(hereinafter the 'Company') Invitation to attend the extraordinary shareholders' meeting of the Company to be held on July 2, 2025 The board of directors of the Company is pleased to invite its securities holders to attend the extraordinary shareholders' meeting of the Company, to be held on Wednesday, July 2, 2025 at 2:00 p.m. CET at the Company's seat, or at such other place as will be indicated prior to such time. The Company will also set up a video conference to allow holders of securities of the Company who have duly registered for the extraordinary shareholders' meeting to follow the meeting remotely and ask questions, as the case may be in writing, during the meeting. The modalities to attend the meeting via video conference will be communicated to the relevant securities holders in due time. The videoconference will not qualify as an electronic communication tool to attend and vote at the extraordinary shareholders' meeting as referred to in Article 7:137 of the Belgian Code of Companies and Associations (the 'CCA'), but will be an extra facility for securities holders to follow the shareholders' meeting. Holders of securities wishing to attend the meeting via video conference and also validly vote on the items on the agendas, are invited to exercise their voting rights prior to the shareholders' meeting by following the rules set out in this convening notice, either by voting remotely by mail, or by giving a proxy to a representative of the Company. In order to facilitate the keeping of the attendance list on the day of the extraordinary shareholders' meeting, the holders of securities issued by the Company and their representatives are invited to register as from 1:45 p.m. CET. AGENDA OF THE EXTRAORDINARY SHAREHOLDERS' MEETING Adding paragraphs at the end of article 13 of the articles of association of the Company to introduce the right to nominate directors for shareholders having held at least five percent (5%) of the outstanding shares of the Company in registered form continuously for a period of at least three (3) years Proposed decision: The shareholders' meeting decides to add the following paragraphs at the end of article 13 of the articles of association of the Company: ' (…) Any shareholder, or group of affiliated shareholders acting in concert, that has held (or will have held at the date of the relevant appointment) at least five percent (5%) of the outstanding shares of the company in registered form continuously for a period of at least three (3) years calculated as per the date of the relevant director appointment (each such shareholder or group of shareholders referred to as a '') shall have the right that at the annual shareholders' meeting one (1) director (a '') is appointed on its binding nomination. In case there are more than two (2) Stable Shareholders, only the two (2) largest Stable Shareholders shall have a binding nomination right. The binding nomination right of the relevant Stable Shareholder shall also apply in case the mandate of the relevant Stable Shareholder Director becomes vacant. In such case the Stable Shareholder shall be entitled to request the board of directors to appoint, within fifteen (15) calendar days following the date on which the relevant Stable Shareholder has exercised this binding nomination right, a replacement Stable Shareholder Director on a provisional basis until the next shareholders' meeting. The binding nomination shall be submitted in writing by the relevant Stable Shareholder to the board of directors, together with any information that might be necessary or useful in view of the appointment of the Stable Shareholder Director, at least seventy-five (75) calendar days prior to the annual shareholders' meeting which shall be asked to decide on the appointment of the director (or, in case of co-optation by the board of directors, within thirty (30) calendar days following the date on which the mandate of the relevant Stable Shareholder Director has become vacant). The board of directors may at its discretion waive this deadline. Provided that the Stable Shareholder that made the relevant nomination still qualifies as a Stable Shareholder on the date of the annual shareholders' meeting (or board meeting in case of co-optation) deciding on the relevant appointment, the nomination made by the relevant Stable Shareholder shall be binding and complied with when the annual shareholders' meeting decides (or, in case of co-optation, the remaining directors decide) on the relevant appointment for which the relevant Stable Shareholder has exercised its binding nomination right in accordance with this article 13. In deviation hereof, the annual shareholders' meeting (or the remaining directors in case of co-optation) shall not be obliged to comply with the relevant binding nomination if the proposed director appointment pursuant to the relevant binding nomination would result in the composition of the board of directors no longer meeting any mandatory minimum requirements imposed by article 7:86 or any other applicable article of the Code of Companies and Associations.' Power of attorney to the notary Proposed decision: The shareholders' meeting decides to grant the acting notary, and any other notary of 'Berquin Notarissen', all powers to draw up and sign a restated version of the articles of association of the Company and to file them in the appropriate data base in accordance with applicable law. ADMISSION FORMALITIES AND PARTICIPATION IN THE SHAREHOLDERS' MEETING In order to attend the extraordinary shareholders' meeting on July 2, 2025, the holders of shares and subscription rights are requested to comply with articles 26 and 27 of the Company's articles of association and the following formalities. The holders of subscription rights issued by the Company can, in accordance with Article 7:135 of the Belgian Code of Companies and Associations only attend the shareholders' meeting with a consultative vote. In order to be able to participate in the extraordinary shareholders' meeting, a holder of securities issued by the Company must satisfy two conditions: (a) be registered as holder of such securities on the registration date and (b) notify the Company, as described below. Registration date The registration date is June 18, 2025 at midnight (Belgian time). Only persons registered as securities holders on that date and time will be entitled to attend and (if they are shareholders) vote at the meeting. The number of securities held by the securities holder on the day of the meeting will not be taken into account. Holders of registered shares or subscription rights must be registered in the Company's share register or subscription rights register, as the case may be, by midnight (Belgian time) on June 18, 2025. Holders of dematerialized shares must deliver, or have delivered, to the Company, at the latest on June 26, 2025 at midnight (Belgian time), a certificate issued by the authorized account holder or by the settlement institution certifying the number of dematerialized shares registered in the name of the shareholder in its accounts on the registration date, for which the shareholder has declared his intention to participate in the meeting. This certificate must be sent to the Company by e-mail to shareholders@ Intention to participate in the meeting The securities holders must inform the board of directors of the Company by e-mail to shareholders@ no later than June 26, 2025, of their intention to participate in the meeting, indicate the number of securities for which they intend to vote, and, for holders of dematerialized shares, present proof of their registration as a shareholder on the registration date. In order to attend the meeting, securities holders and proxy holders must prove their identity and representatives of legal entities must submit documents establishing their identity and their power of representation, at the latest immediately before the start of the meeting. Voting by proxy or by mail Shareholders can exercise their voting rights prior to the meeting either (i) by voting by mail or (ii) by giving a proxy to a representative of the Company. If shareholders vote by proxy, the proxy holder will be a representative of the Company. This proxy holder may only exercise the voting right in accordance with the voting instructions contained in the proxy. The proxy voting form and the form for voting by mail approved by the Company must be used for this purpose. These forms can be downloaded from the Company's website ( > Shareholders' Meetings). If shareholders vote by proxy or by mail, they must, in addition to the above formalities, send by e-mail to shareholders@ a duly completed and signed proxy voting form or form for voting by mail. These documents must reach the Company no later than June 26, 2025. Note that the proxy voting forms and the forms for voting by mail may be signed by using an electronic signature as provided for in Article 7:143 § 2 of the Belgian Code of Companies and Associations. Participation in the virtual shareholders' meeting Securities holders wishing to participate remotely, virtually and in real time, to the Company's extraordinary shareholders' meeting are required to confirm their participation and communicate their e-mail address to the Company by June 26, 2025 at the latest by e-mail to shareholders@ A few days before the shareholders' meeting, securities holders who have completed this formality will receive by e-mail (at the address they will have communicated to the Company) a link, and as the case may be a user name and a password, enabling them to follow and participate in the shareholders' meeting via their computer, tablet or smartphone. Just before the start of the shareholders' meeting, the securities holders will have to click on the link that will have been previously communicated to them by e-mail, and as the case may be enter their user name and password, in order to join the virtual shareholders' meeting. Securities holders attending the virtual shareholders' meeting will have the opportunity to view the live broadcast of the meeting in real time and to ask questions to the directors, as the case may be in writing, during the meeting regarding the items on the agenda. Right to ask questions Shareholders who wish to do so may send any questions they may have to the Company, relating solely to the agenda of the extraordinary shareholders' meeting, by e-mail to shareholders@ no later than June 26, 2025. The answers to these questions will be provided during the extraordinary shareholders' meeting in accordance with applicable law. Documentation All documents concerning the extraordinary shareholders' meeting that are required by law to be made available, as well as the total number of shares and voting rights outstanding, are available on the Company's website on: The documents are also available at the seat of the Company and can only be consulted by appointment made by e-mail (shareholders@ Shareholders may also obtain a hard copy of these documents free of charge by sending an e-mail to shareholders@ The aforementioned formalities, as well as the instructions on the Company's website and on the proxy voting forms and forms for voting by mail must be strictly observed. Various Quorum: In accordance with Article 7:153, second paragraph of the Belgian Code of Companies and Associations, the extraordinary shareholders' meeting can validly deliberate and vote on the agenda items of the extraordinary shareholders' meeting, irrespective of the portion of the capital that is represented by the shareholders present or represented. Voting: Each share entitles the holder to one vote. Majority: In accordance with Article 7:153 of the Belgian Code of Companies and Associations, the decision proposed in item 1 of the agenda of the extraordinary shareholders' meeting will be adopted if it is approved by 75% of the votes validly cast by the shareholders present or represented whereby blank votes and abstentions are not taken into account. In accordance with applicable law, the decision proposed in item 2 of the agenda of the extraordinary shareholders' meeting will be adopted if it is approved by a simple majority of the votes validly cast by the shareholders present or represented. Personal data: The Company is responsible for the processing of personal data that it receives or collects from holders of securities issued by the Company and agents in connection with the Company's shareholders' meeting. The processing of such data will be carried out for the purpose of organizing and holding the shareholders' meeting, including convening, registration, attendance and voting, as well as maintaining lists or registers of securities holders and for purposes of analysis of the Company's securities holders' base. The data includes, but is not limited to, the following: identification data, the number and nature of a holder's securities issued by the Company, proxies and voting instructions. This information may also be transferred to third parties for the purpose of assisting or servicing the Company in connection with the foregoing. The processing of such data will be carried out, mutatis mutandis, in accordance with the Company's privacy notice available on the Company's website: The Company draws the attention of holders of securities issued by the Company and agents to the description of the rights they may have as data subjects, such as, inter alia, the right of inspection, the right to rectify and the right to object to processing, which are set out in the section entitled 'What rights can you exercise?' of the aforementioned privacy notice. All this is without prejudice to the applicable rules on registration, use of information and participation in shareholders' meetings in order to exercise your rights as a data subject. For any other information relating to the processing of personal data by or on behalf of the Company, the Company can be contacted by e-mail at privacy@ The board of directors Attachment Nyxoah - Second ESM 2025 convening notice - PR (ENG)Error while retrieving data Sign in to access your portfolio Error while retrieving data Error while retrieving data Error while retrieving data Error while retrieving data
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Dapirolizumab Pegol Phase 3 Data in SLE Presented at the Annual European Congress of Rheumatology (EULAR) Show Improvement in Fatigue and Reduction in Disease Activity
Dapirolizumab pegol (DZP) showed efficacy across multiple clinical endpoints in the PHOENYCS GO study, including fatigue and measures of disease activity DZP showed consistent improvements in fatigue, a common and debilitating symptom of systemic lupus erythematosus (SLE) At Week 48, more individuals receiving DZP experienced no or low disease activity compared to standard of care with differences observed as early as Week 12 BRUSSELS and CAMBRIDGE, Mass., June 12, 2025 (GLOBE NEWSWIRE) -- UCB (Euronext Brussels: UCB) and Biogen Inc. (NASDAQ: BIIB) today presented additional detailed results from the Phase 3 PHOENYCS GO study evaluating dapirolizumab pegol (DZP), a novel Fc-free anti-CD40L drug candidate. In the study, DZP demonstrated significant clinical improvements in disease activity in people living with moderate-to-severe systemic lupus erythematosus (SLE), as measured by the British Isles Lupus Assessment Group (BILAG)-based Composite Lupus Assessment (BICLA) at Week 48, the primary endpoint. Improvements were also seen across additional clinical measures, including fatigue and disease activity/remission. These results were presented at EULAR 2025, the European Alliance of Associations for Rheumatology's annual meeting, in Barcelona, Spain. The safety and efficacy of DZP in SLE have not been established, and it is not approved for use in SLE by any regulatory authority worldwide. A second Phase 3 trial of dapirolizumab pegol is ongoing with the goal of confirming the results from PHOENYCS GO. 'Despite being a common manifestation of systemic lupus erythematosus, fatigue is a difficult-to-treat symptom that can severely impact a person's quality of life, and remains a challenge to address,' said Ioannis Parodis, MD, PhD, Associate Professor of Rheumatology, Karolinska University Hospital, Sweden. 'The results we observed in this Phase 3 study indicate that participants treated with dapirolizumab pegol have the potential to achieve consistent improvements in fatigue beyond the current standard of care.' In an analysis of the impact of DZP on patient-reported fatigue in people with SLE participating in the PHOENYCS GO study, individuals receiving DZP in addition to standard of care (SOC) treatment demonstrated improvements across two fatigue measurements: Improvements in Functional Assessment of Chronic Illness Therapy (FACIT)-Fatigue scores were greater in the DZP group (change from baseline, 8.9), compared with SOC alone (5.2; nominal* p=0.0024) at Week 48. Using FATIGUE-PRO, a measure recently developed to capture the patient experience of fatigue in SLE, greater improvements from baseline (nominal* p<0.05) were observed in people receiving DZP compared with SOC alone in the Physical Fatigue (change from baseline difference between groups,7.6), Mental and Cognitive (5.6), and Susceptibility to Fatigue (7.8) scales at Week 48. 'Being able to address both fatigue and remission are areas of critical unmet need in lupus care, an important treatment goal is to improve the quality of life for patients as well as to reduce the long-term risk of organ damage through disease remission,' said Eric F. Morand, MBBS, Head of the Monash Health Rheumatology Unit, Monash University, Australia. 'In the PHOENYCS GO study, dapirolizumab pegol has shown meaningful impact in helping patients achieve remission and low disease activity, offering the exciting possibility for improved disease control while reducing exposure to glucocorticoids. Dapirolizumab pegol has the potential to become a significant new medication for people living with SLE, as shown by the breadth of effect seen in the study and I look forward to seeing results from the second Phase 3 study.' In an additional analysis, improvements were seen on measures of low disease activity, as measured by Low Lupus Disease Activity State (LLDAS) and disease remission, as measured by Definition of Remission in SLE (DORIS). Both measures include assessments of disease activity, in addition to a required low dose glucocorticoid intake (<7.5 mg prednisone / day in LLDAS; <5 mg prednisone / day in DORIS). At Week 48, the percentage of participants achieving low disease activity in the DZP group was twice that of the SOC only group (40.9% and 19.6%, respectively; nominal* p<0.0001). As early as Week 12, greater proportions of participants receiving DZP plus SOC achieved LLDAS versus SOC alone (nominal* p<0.05). 23.6% of participants receiving DZP plus SOC achieved low disease activity in ≥50% of visits through 48 weeks compared with 15.9% receiving SOC alone (nominal* p=0.1042). A higher proportion of those receiving DZP (19.2%) versus SOC alone (8.4%) also achieved DORIS at Week 48 (nominal* p=0.0056). * Having met the primary endpoint, improvement of moderate-to-severe disease activity as assessed by achievement of BICLA after 48 weeks and the key secondary endpoint having a p-value = 0.1776, all subsequent secondary and tertiary endpoints are descriptive and nominal p-values are included. The safety profile of DZP was generally favorable. The safety results were consistent with previous DZP studies and with that in study participants with SLE receiving an immunomodulator. A higher proportion of individuals receiving DZP plus SOC had treatment-emergent adverse events (TEAEs) compared to SOC alone (82.6% vs. 75.0%). The proportion of participants with serious TEAEs was 9.9% in participants receiving DZP plus SOC was lower as compared to 14.8% in those receiving SOC alone. Discontinuation of treatment or study participation due to TEAEs occurred in 4.7% (10) of participants receiving DZP plus SOC and 3.7% (4) of participants receiving SOC alone. Participants from the PHOENYCS GO study (NCT04294667) will continue to be followed in a long-term open-label study. A second Phase 3 trial of dapirolizumab pegol, PHOENYCS FLY (NCT06617325) is ongoing. About Systemic Lupus Erythematosus (SLE)SLE is a chronic, multifactorial autoimmune disease that is caused by the activation of autoreactive T, B and antigen-presenting cells, resulting in manifestations across multiple organ systems with periods of illness or flares alternating with periods of inactivity.1 SLE can present itself in several ways including rash, arthritis, anemia, thrombocytopenia, serositis, nephritis, seizures or psychosis.2 SLE is associated with a greater risk of death from causes such as infection and cardiovascular disease. An estimated 90% of people living with lupus are women; most begin to see symptoms between the ages of 15-55.3,4,5 Individuals from populations of African, Hispanic, Asian and Native American descent are at a greater risk of earlier onset and more aggressive disease.6,7 Pregnancy in women with SLE is high risk, with higher maternal and fetal mortality and morbidity than the general population.8,9 About Dapirolizumab PegolDapirolizumab pegol is a novel investigational humanized Fc-free polyethylene glycol (PEG)-conjugated antigen-binding (Fab') fragment. Dapirolizumab pegol inhibits CD40L signaling which has been shown to reduce B cell activation and autoantibody production, mitigate type 1 interferon (IFN) secretion, and attenuate T cell and antigen-presenting cell (APC) activation.10 Dapirolizumab pegol is presently in Phase 3 clinical development for the treatment of systemic lupus erythematosus (SLE) under a collaboration between UCB and Biogen.11 About UCBUCB, Brussels, Belgium ( is a global biopharmaceutical company focused on the discovery and development of innovative medicines and solutions to transform the lives of people living with severe diseases of the immune system or of the central nervous system. With approximately 9,000 people in approximately 40 countries, the company generated revenue of €6.1 billion in 2024. UCB is listed on Euronext Brussels (symbol: UCB). About BiogenFounded in 1978, Biogen is a leading biotechnology company that pioneers innovative science to deliver new medicines to transform patient's lives and to create value for shareholders and our communities. We apply deep understanding of human biology and leverage different modalities to advance first-in-class treatments or therapies that deliver superior outcomes. Our approach is to take bold risks, balanced with return on investment to deliver long-term growth. The company routinely posts information that may be important to investors on its website at Follow us on social media - Facebook, LinkedIn, X, YouTube. Forward looking statements UCBThis document contains forward-looking statements, including, without limitation, statements containing the words 'potential', 'believes', 'anticipates', 'expects', 'intends', 'plans', 'seeks', 'estimates', 'may', 'will', 'continue' and similar expressions. 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These statements speak only as of the date of this press release and are based on information and estimates available to us at this time. Should known or unknown risks or uncertainties materialize or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. Investors are cautioned not to put undue reliance on forward-looking statements. A further list and description of risks, uncertainties and other matters can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in our subsequent reports on Form 10-Q and Form 10-K, in each case including in the sections thereof captioned 'Note Regarding Forward-Looking Statements' and 'Item 1A. Risk Factors,' and in our subsequent reports on Form 8-K. Except as required by law, we do not undertake any obligation to publicly update any forward-looking statements whether as a result of any new information, future events, changed circumstances or otherwise. References: Tselios K, Gladman DD, Touma Z, et al. Disease course patterns in systemic lupus erythematosus. Lupus. 2019;28(1):114-122. Fanouriakis A, Tziolos N, Bertsias G, et al. Update οn the diagnosis and management of systemic lupus erythematosus. Ann Rheum Dis. 2021;80(1):14-25. doi:10.1136/annrheumdis-2020-218272 Petri M. Epidemiology of systemic lupus erythematosus. Best Pract Res Clin Rheumatol. 2002;16(5):847-58. Epub 2002/12/11. doi: 10.1053/berh.2002.0259. PubMed PMID: 12473278. Rees F, Doherty M, Grainge M, Davenport G, Lanyon P, Zhang W. The incidence and prevalence of systemic lupus erythematosus in the UK, 1999-2012. Ann Rheum Dis. 2016;75(1):136-41. Epub 2014/10/01. doi: 10.1136/annrheumdis-2014-206334. PubMed PMID: 25265938; PubMed Central PMCID: PMCPMC4717400. Pons-Estel GJ, Ugarte-Gil MF, Alarcón GS. Epidemiology of systemic lupus erythematosus. Expert Rev Clin Immunol. 2017;13(8):799-814. Carter EE, Barr SG, Clarke AE. The global burden of SLE: prevalence, health disparities and socioeconomic impact. Nat Rev Rheumatol. 2016;12(10):605-20. Epub 2016/08/26. doi: 10.1038/nrrheum.2016.137. PubMed PMID: 27558659. Kheir JM, Guthridge CJ, Johnston JR, Adams LJ, Rasmussen A, Gross TF, et al. Unique clinical characteristics, autoantibodies and medication use in Native American patients with systemic lupus erythematosus. Lupus Sci Med. 2018;5(1):e000247. Epub 2018/03/14. doi: 10.1136/lupus-2017-000247. PubMed PMID: 29531773; PubMed Central PMCID: PMCPMC5844376. Mehta B, Luo Y, Xu J, Sammaritano L, Salmon J, Lockshin M, et al. Trends in Maternal and Fetal Outcomes Among Pregnant Women With Systemic Lupus Erythematosus in the United States: A Cross-sectional Analysis. Ann Intern Med. 2019;171(3):164-71. Epub 2019/07/10. doi: 10.7326/M19-0120. PubMed PMID: 31284305. Bitencourt N, Bermas BL. Pharmacological Approach to Managing Childhood-Onset Systemic Lupus Erythematosus During Conception, Pregnancy and Breastfeeding. Paediatr Drugs. Furie RA, Bruce IN, Dörner T, et al. Phase 2 randomized, placebo-controlled trial of dapirolizumab pegol in patients with moderate to severe active systemic lupus erythematosus (SLE). Rheumatology (Oxford).2021;60(11): 5397-407. (NCT04294667). A Study to Evaluate the Efficacy and Safety of Dapirolizumab Pegol in Study Participants With Moderately to Severely Active Systemic Lupus Erythematosus (PHOENYCS GO) 2023 [cited August 2024] Available at: Retrieved July 25, 2024. MEDIA CONTACTS:UCBAdriaan Snauwaert+32 497 70 23 BiogenJack Cox+1 781 464 INVESTOR CONTACTS:UCBAntje Witte+32 2 559 Power+ 1 781 464 2442IR@
