Exhibit
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Title
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NANOBIOTIX S.A. | ||
(Registrant) |
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April 12, 2021
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By:
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/s/ Philippe Mauberna
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Philippe Mauberna
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Chief Financial Officer
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Time Sensitive
Materials
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ADSs:
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American Depositary Shares.
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ADS CUSIP No.:
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63009J107.
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ADS Record Date:
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March 26, 2021.
Date to determine ADS Holders who are to receive these materials and who are eligible to give voting instructions to the
Depositary upon the terms described herein.
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French Record Date:
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April 26, 2021 at 12:01 A.M. (CET).
Date on which ADS Holders are required under French Law to hold their interest in the Deposited Securities in order to be eligible to vote at
the Combined General Meeting.
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Meeting Specifics:
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Combined General Meeting to be held on April 28, 2021 at 5:00 P.M. (CET) at 60, rue de Wattignies 75012 Paris, France (the “Meeting”). Please note Meeting will be held in a closed session.
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Meeting Agenda:
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The agenda has been reproduced on page 3 hereof. You may also view the Company's Notice of Meeting beginning on April 7, 2021 and other relevant
documents at the Company’s website: https://www.nanobiotix.com/annual-general-meetings/
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ADS Voting Deadline:
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On or before 10:00 A.M. (New York City time) on April 22, 2021.*
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Deposited Securities:
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Ordinary shares, nominal value €0.03 per share (the “Shares”), of Nanobiotix S.A., a company organized under the laws of France (the
“Company”).
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ADS Ratio:
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One (1) Share to one (1) ADS.
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Depositary:
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Citibank, N.A.
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Custodian of
Deposited Securities:
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Citibank Europe plc.
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Deposit Agreement:
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Deposit Agreement, dated as of December 15, 2020, by and among the Company, the Depositary, and all Holders and Beneficial Owners of ADSs issued thereunder.
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• |
management report of the Executive Board including the report on the Group - report of the Supervisory Board - presentation by the Executive Board of the annual and consolidated financial statements for the year ended 31 December 2020,
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statutory auditors’ report on the corporate accounts for the year ended 31 December 2020, on corporate governance and on the agreements referred to in Articles L. 225-86 et seq. of the French Commercial Code,
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statutory auditors’ report on the consolidated financial statements for the year ended 31 December 2020,
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1. |
approval of the corporate accounts for the year ended 31 December 2020,
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2. |
approval of the consolidated financial statements for the year ended 31 December 2020,
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3. |
allocation of results for the year ended 31 December 2020,
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4. |
review of the agreements referred to in Articles L. 225-86 et seq. of the French Commercial Code,
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5. |
approval of the elements of remuneration due or awarded for the 2020 financial year to the Chairman of the Executive Board, Mr Laurent Levy,
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6. |
approval of the elements of remuneration due or awarded for the 2020 financial year to Ms Anne-Juliette Hermant, for her term of office as a member of the Executive Board and her employment contract,
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7. |
approval of the elements of remuneration due or awarded for the 2020 financial year to Mr Philippe Mauberna for his term of office as member of the Executive Board and his employment contract,
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8. |
approval of the elements of remuneration due or awarded for the 2020 financial year to Mr Laurent Condomine for his term of office as Chairman of the Supervisory Board,
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9. |
vote on information relating to remuneration for board members in 2020 (excluding board directors) mentioned in Article L. 22-10-9 of the French Commercial Code,
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10. |
approval of the Supervisory Board member remuneration policy for the 2021 financial year,
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11. |
approval of Mr Laurent Levy’s remuneration policy for his term of office as Chairman of the Executive Board for the 2021 financial year,
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12. |
approval of Ms Anne-Juliette Hermant’s remuneration policy for her term of office as member of the Executive Board and for her employment contract for the 2021 financial year,
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13. |
approval of Mr Philippe Mauberna’s remuneration policy for his term of office as member of the Executive Board and his employment contract for the 2021 financial year,
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14. |
approval of the 2020 Stock Option Plan adopted by the Executive Board during its meeting on 9 January 2021,
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15. |
authorisation to be given to the Executive Board for the Company’s purchase of its own shares.
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16. |
authorisation to be given to the Executive Board to reduce the share capital through the cancellation of shares within the framework of the authorisation to buy back its own shares,
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17. |
delegation of authority to be granted to the Executive Board to increase the capital by issuing ordinary shares and/or any transferable securities, while main taining preferential subscription rights,
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18. |
delegation of authority to be granted to the Executive Board to increase the capital by issuing ordinary shares and/or any transferable securities, with cancel lation of the shareholders’ preferential subscription rights by
way of public offering (outside of offers referred to in paragraph 1 of Article L. 411-2 of the French Financial and Monetary Code),
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19. |
delegation of authority to be granted to the Executive Board to increase the capital by issuing ordinary shares and/or any transferable securities, with cancel lation of the shareholders’ preferential subscription rights,
within the framework of an offer referred to in paragraph 1 of Article L. 411-2 of the French Financial and Monetary Code,
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20. |
authorisation to be granted to the Executive Board, in the event of the issuing of shares and/or any transferable securities granting access to the capital with cancellation of the shareholders’ preferential
subscription rights by virtue of the above-mentioned delegations, for the purpose of setting the issue price with in the limit of 10% of the share capital,
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21. |
delegation of authority to be granted to the Executive Board to increase the capital immediately or at a later date by issuing ordinary shares and/or securities, with cancellation of the shareholders’ preferential subscription rights
to the benefit of a category of persons meeting characteristics specified in the context of the implementation of an equity or bond financing agreement,
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22. |
delegation of authority to be granted to the Executive Board to increase the capital by issuing ordinary shares and/or any transferable securities, with cancel lation of the shareholders’ preferential subscription rights to
the benefit of categories of persons meeting specific characteristics (investors with experience in the health or biotechnology sector; credit institutions, investment services providers or a member of an investment syndicate
guaranteeing the completion of the issue in question);
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23. |
delegation of authority to be granted to the Executive Board to increase the capital by issuing ordinary shares and/or any transferable securities, with cancel lation of the shareholders’
preferential subscription rights to the benefit of a category of persons meeting specific characteristics (industrial companies, insti tutions or entities active in the health or biotechnology sector);
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24. |
delegation of authority to be granted to the Executive Board to increase the number of securities to be issued in the event of a capital increase with or with out preferential subscription right decided under
the above-mentioned delegations,
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25. |
delegation of authority to be granted to the Executive Board for the purpose of issuing ordinary shares and transferable securities granting access to the Company’s capital, in the event of a public offering with an exchange component
initiated by the Company,
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26. |
delegation of authority to be granted to the Executive Board to increase the share capital, within the limit of 10% of the capital, to compensate for contribu tions in kind of equity or equity-linked securities of external companies
outside of a public exchange offer,
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27. |
setting of the overall limitations of the amount of issues made under the above-mentioned delegations,
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28. |
delegation of authority to be granted to the Executive Board to increase capital by incorporation of premiums, reserves, profits or other,
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29. |
authorisation to be given to the Executive Board to grant Company share subscription or purchase options in accordance with the provisions of Articles L. 225-177 et seq. of the French Commercial Code, leading
to the shareholders’ waiver of their preferential subscription right,
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30. |
authorisation to be given to the Executive Board to proceed with the free allocation of existing shares or shares to be issued, in accordance with the provi sions of Articles L. 225-197-1 et seq. of the
French Commercial Code, leading to the shareholders’ waiver of their preferential subscription right,
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31. |
delegation of authority to be granted to the Executive Board for the purpose of issuing and allocating share subscription warrants with cancellation of the shareholders’ preferential subscription rights to
the benefit of a category of persons meeting determined characteristics,
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32. |
setting of the overall limitations of the amount of issues that may be made under the authorisations to be granted for the purpose of granting share subscrip tion or purchase options and to proceed with the
free allocation of shares and delegation for the purpose of issuing the above-mentioned share subscription warrants,
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33. |
amendment of the age limit applicable to members of the Supervisory Board – amendments in correlation with the Articles of Association,
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34. |
amendment of Article 22 “Shareholders’ General Meetings”,
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35. |
delegation to be granted to the Executive Board to increase the share capital by issuing shares and transferable securities giving access to the Company’s capital for employees adhering to the Group Savings
Plan.
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36. |
approval of the Supervisory Board member remuneration policy
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Availability of Preparatory Documents and Methods for Voting Participation
PARIS & CAMBRIDGE, Mass.--(BUSINESS WIRE)--April 12, 2021--Regulatory News:
NANOBIOTIX (Euronext: NANO – NASDAQ: NBTX – the ‘‘Company’’) (Paris:NANO) (NASDAQ:NBTX), a late-stage clinical biotechnology company pioneering physics-based approaches to expand treatment possibilities for patients with cancer, today announced that its annual Combined Shareholders Meeting is to be held on April 28, 2021 at 5pm Central European Time (CET), 11am Eastern Standard Time (EST), by way of web conference.
Given the health measures related to COVID-19, the meeting will be held behind closed doors without the physical presence of shareholders. The meeting can be attended by logging into https://channel.royalcast.com/landingpage/nanobiotix/20210428_1/.
Availability of Preparatory Documents
All preparatory documents related to the meeting, including postal voting forms and proxy forms, are available upon request via email at investors@nanobiotix.com or via the Company's website at https://www.nanobiotix.com/annual-general-meetings/.
Methods for Voting and Submission of Written Questions
Due to its closed-door configuration of the meeting, voting at the meeting will not be possible. As such, Nanobiotix invites shareholders to express their vote to the meeting chairman via postal voting or by proxy. The voting methods are detailed in the convene notice published in the Bulletin des Annonces Légales Obligatoires - BALO on April 12, 2021.
The meeting configuration will also prevent Nanobiotix from receiving live questions during the meeting. As such, written questions must be sent to investors@nanobiotix.com at least four (4) business days prior to the meeting (i.e., April 22, 2021). The questions must be accompanied by the admission card or the shareholder’s certificate of participation either in the registered securities accounts or in the bearer securities accounts held by the intermediary.
The organization of the Combined Shareholders Meeting is subject to change depending on health measures and/or legal requirements. Shareholders are therefore invited to regularly consult https://www.nanobiotix.com/annual-general-meetings/ to remain up to date with the latest announcements from the Company.
About NANOBIOTIX: www.nanobiotix.com
Nanobiotix is a late-stage clinical biotechnology company pioneering disruptive, physics-based therapeutic approaches to revolutionize treatment outcomes for millions of patients; supported by people committed to making a difference for humanity. The company’s philosophy is rooted in the concept of pushing past the boundaries of what is known to expand possibilities for human life.
Incorporated in 2003, Nanobiotix is headquartered in Paris and also has subsidiaries in France, Spain, and Germany. Nanobiotix has been listed on Euronext: Paris since 2012 and completed a successful initial public offering (IPO) on the Nasdaq Global Select Market in New York City in December 2020. The company is one of only 7 dual-listed biotech companies with headquarters in France.
Nanobiotix is the owner of more than 30 umbrella patents associated with three (3) nanomedicine platforms: 1) applied to oncology; 2) applied to bioavailability and biodistribution; and 3) applied to disorders of the central nervous system. The lion's share of the company's resources are devoted to the development of its lead product candidate–NBTXR3—which was born from its proprietary oncology platform and is has already achieved market authorization in Europe for the treatment of patients with soft tissue sarcoma under the brand name Hensify®.
For more information about Nanobiotix, visit us at www.nanobiotix.com or follow us on LinkedIn and Twitter
Disclaimer
This press release contains certain “forward-looking” statements within the meaning of applicable securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such
as “at this time,” “anticipate,” “believe,” “expect,” “intend,” “on track,” “plan,” “scheduled,” and “will,” or the negative of these and similar expressions. These forward-looking statements, which are based on our management’s current
expectations and assumptions and on information currently available to management, include statements about the timing and progress of clinical trials, the timing of our presentation of data, the results of our preclinical studies and their
potential implications. Such forward-looking statements are made in light of information currently available to us and based on assumptions that Nanobiotix considers to be reasonable. However, these forward-looking statements are subject to
numerous risks and uncertainties, including with respect to the risk associated with the evolving nature of the duration and severity of the COVID-19 pandemic and governmental and regulatory measures implemented in response to it.
Furthermore, many other important factors, including those described in our Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on April 7, 2021 under “Item 3.D. Risk Factors” and those set forth in the universal
registration document of Nanobiotix filed with the French Financial Markets Authority (Autorité des Marchés Financiers) under number D.21-0272 on April 7, 2021 (a copy of which is available on www.nanobiotix.com), as well as other known and
unknown risks and uncertainties may adversely affect such forward-looking statements and cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.
Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons why actual results could differ materially from those anticipated in the forward-looking statements, even if new
information becomes available in the future.
Nanobiotix
Communications Department
Brandon Owens
VP, Communications
+1 (617) 852-4835
contact@nanobiotix.com
Investor Relations Department
Kate McNeil
SVP, Investor Relations
+1 (609) 678-7388
investors@nanobiotix.com
Media Relations
France – Ulysse Communication
Pierre-Louis Germain
+ 33 (0) 6 64 79 97 51
plgermain@ulysse-communication.com
US – Porter Novelli
Stefanie Tuck
+1 (917) 390-1394
Stefanie.tuck@porternovelli.com