11. Re-appointment of Mr. Ronald Lorijn as non-executive director of the Company until the next AGM to be held in 2019 (Voting Item)
It is proposed by the Board of Directors to re-appoint Mr. Ronald Lorijn as non-executive director. As Mr. Lorijn's current term of office as non-executive director ends as per the date of the AGM, it is proposed to re-appoint Mr. Lorijn as non-executive director until the date of the next annual general meeting of shareholders to be held in 2019. Mr. Lorijn is independent in the meaning of Dutch Corporate Governance Code. Mr. Lorijn does not hold options or shares in the Company.
12. External Financing
On June 19, 2018, the Company entered into an issuance agreement with European Select Growth Opportunities Fund, a fund based in Australia (the Investor) and managed by investment manager L1 Capital Pty Ltd. (the Issuance Agreement).
Pursuant to the Issuance Agreement, the Investor has agreed to subscribe for up to 500 tranche warrants (the Tranche Warrants) in relation to which the Investor has committed, subject to the fulfilment of certain conditions, to subscribe for up to 500 convertible notes (the Notes), with an aggregate principal amount of EUR 5,000,000, with share subscription warrants attached (the Warrants).
The Company intends to use the financing to support its commercial activities and for the development of innovative technologies in the field of genetics, data-driven medicine, regenerative medicine and Immuno-therapeutic drugs.
The main terms and conditions of the Tranche Warrants, Notes and Warrants are, for information purposes, summarised in Appendix 1 attached hereto. Please also refer to the press release of 19 June 2018 available on the website of the Company (www.esperite.com).
13. Delegation to the Board of Directors of the powers to issue, and grant rights to subscribe for, shares in the capital of the Company and to restrict or exclude pre-emptive rights accruing in connection with such issue of shares or grant of rights to subscribe for shares (Voting Item)
In view of the proposed issuance of the Notes and Warrants under the Issuance Agreement, it is proposed to delegate to the Board of Directors (a) the powers to issue, and grant rights to subscribe for, such number of shares as may be required for the issuance of the 500 Tranche Warrants and the subsequent conversion of Notes and exercise of Warrants, all in accordance with the terms of the Issuance Agreement; and (b) the power to restrict or exclude the pre-emptive rights in connection with such issuance or grant of rights for shares.
Reference is made to the main terms and conditions of the Tranche Warrants, Notes and Warrants as summarised in Appendix 1 and in particular to the terms of the conversion and exercise of the Notes and Warrants, respectively. The conversion price (in relation the Notes) will depend on the stock price of the Company during the period immediately prior to conversion, and the exercise price (in relation to the Warrants) will also depend on the future stock price of the Company. The Company does not know, as at the date of the AGM, the exact number of Notes and Warrants that will be issued or how many shares will need to be issued in connection with any conversions of Notes or exercises of Warrant. It is for that reason that the Board of Directors now proposes a delegation of powers that is linked to the terms of the Issuance Agreement and provides for the requisite flexibility. Such delegation is without prejudice to the option that the Company has to settle the Notes and Warrants not only in shares, but also in cash or a combination of shares in cash to provide further control over the resulting dilution for its shareholders.
To provide the Company's shareholders with an illustration of what the dilutive impact could be of the issuances of shares in connection with the Issuance Agreement, Appendix 2 attached hereto reflects the theoretical future impact of the conversion of all Notes and exercise of all Warrants based on the current number of shares in the Company's share capital.
14. Approval of the options granted to members of the Board of Directors under the Esperite Share Option Scheme (Voting Item)
The following non-executive members of the Board of Directors have been granted options pursuant to the Esperite Share Option Scheme, dated 23 December 2015 (the Esperite Share Option Scheme):
? On 26 May 2017, Mr. Gert-Jan van der Marel has been granted options for 120,000 shares with an exercise price of EUR 0.40, which can be exercised until 25 May 2023; and