Biocartis Group NV: Disclosure of outstanding voting securities

Press release - Regulated information

Mechelen, Belgium, 11 April 2016  -  Biocartis Group NV (the 'Company' or 'Biocartis'), an innovative molecular diagnostics company (Euronext Brussels: BCART), today announces that 45,000 new shares were issued as a result of the exercise of stock options under the 2013 Plan for employees, consultants and management members.

In view hereof, in accordance with article 15 of the Belgian Act of 2 May 2007 on the disclosure of major shareholdings in issuers' shares of which are admitted to trading on a regulated market and laying down miscellaneous provisions (the 'Belgian Act'), the outstanding share capital and outstanding voting securities of the Company can be summarised as follows:

• Total outstanding share capital: EUR 405,891.88;
• Total outstanding voting securities: 40,589,188 shares;
• Total outstanding voting rights: 40,589,188 voting rights;
• Shares that can still be issued: 5,366,935 shares (each share entailing one voting right), of which:
  • 859,172 shares can be issued upon the exercise of 859,172 outstanding stock options (each stock option having the form of a warrant) that are still outstanding under the '2013 Plan' for employees, consultants and management members, entitling the holders thereof to acquire one new share per option;
  • 262,934 shares can be issued upon the exercise of 262,934 outstanding stock options (each stock option having the form of a warrant) that are still outstanding under the '2015 Plan' for employees, consultants, management members and directors, entitling the holders thereof to acquire one new share per option;
  • 67,000 shares can be issued upon the exercise of 67,000 warrants, called 'WHC Warrants', granted to Whitemarsh Capital LLC, a commercial partner of Biocartis, with each warrant exercisable into one share;
  • 4,177,829 shares can be issued pursuant to a conversion option agreement entered into between Koninklijke Philips N.V. ('Philips') and the Company^[1].

^[1] The conversion option agreement allows Philips to convert certain royalty and other payments due to it up to a maximum of 10% of the then outstanding capital of the Company on a fully diluted post-money basis, but only if the Company has not yet made a lump sum payment in lieu of such royalty and other payments, and the conversion can only be exercised by Philips upon the acceptance of the exercise by the Company at its sole discretion. The number of 4,177,829 shares that can still be issued assumes that all outstanding warrants (entailing the issue of up to 1,189,106 new shares) have been exercised, it being understood that the actual number of shares issuable depends on a number of factors.

Pursuant to the Belgian Act and the articles of association of the Company, a notification to the Company and the Belgian Financial Services and Markets Authority (FSMA) is required by all natural and legal persons in each case where the percentage of voting rights attached to the securities held by such persons in the Company reaches, exceeds or falls below the threshold of 3%, 5%, 10%, and every subsequent multiple of 5%, of the total number of voting rights in the Company.

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More information:

Biocartis
Renate Degrave 
Corporate Communications and Investor Relations
+32 15 631 729
press@biocartis.com

About Biocartis 
Biocartis (Euronext Brussels: BCART) is an innovative molecular diagnostics (MDx) company providing next generation diagnostic solutions aimed at improving clinical practice for the benefit of patients, clinicians, payers and industry. Biocartis' proprietary MDx Idylla(TM) platform is a fully automated sample-to-result, real-time PCR (Polymerase Chain Reaction) system that offers accurate, highly reliable molecular information from virtually any biological sample in virtually any setting. Idylla(TM) addresses the growing demand for personalized medicine by allowing fast and effective treatment selection and treatment progress monitoring. Biocartis launched the Idylla(TM) platform in September 2014. Biocartis is developing and marketing a rapidly expanding test menu addressing key unmet clinical needs in oncology and infectious diseases. These areas represent respectively the fastest growing and largest segments of the MDx market worldwide. Today, Biocartis has four oncology tests and one test for infectious diseases on the market. More information: www.biocartis.com