Report of the Board of Directors in accordance with Articles 7:179 and 7:197 of the Belgian Companies and Associations Code

Unofficial English translation - For information purposes only

SEQUANA MEDICAL

Limited Liability Company

Registered office: Kortrijksesteenweg 1112 (box 102), 9051 Ghent, Belgium

VAT BE 0707.821.866 Register of Legal Entities Ghent, section Ghent

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REPORT OF THE BOARD OF DIRECTORS IN ACCORDANCE WITH ARTICLES 7:179

AND 7:197 OF THE BELGIAN COMPANIES AND ASSOCIATIONS CODE

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1. INTRODUCTION

This report has been prepared by the board of directors of Sequana Medical NV (the "Company") in accordance with Articles 7:179 and 7:197 of the Belgian Companies and Associations Code (as defined below) and relates to the proposal of the board of directors to the extraordinary general shareholders' meeting of the Company (the "EGM") to increase the share capital of the Company with an aggregate amount of up to EUR 3,500,000.00 (including issue premium) (the "Conversion Amount"), in one or more transactions, by contributions in kind of outstanding receivables (whether as principal amount, interest (as the case may be, on a net basis) or otherwise) (the "Convertible Receivables"), that are or will be due by the Company to certain lending shareholders, being Partners in Equity V B.V., a limited liability company (besloten vennootschap) organized and existing under the laws of the Netherlands, registered with the Dutch Chamber of Commerce under number 81938810 and with registered office at Herengracht 573, 1017CD Amsterdam, the Netherlands ("Partners in Equity"), and Rosetta Capital VII, LP, a limited partnership organized and existing under the laws of the United Kingdom, registered with the competent trade register under number 3941653 and with registered office at Rosetta Capital Limited, Rectory House, Thame Road, Haddenham, Aylesbury, Buckinghamshire, HP17 8DA, United Kingdom ("Rosetta Capital" and together with Partners in Equity, the "Lenders") pursuant to the unsecured and subordinated convertible loan agreement entered into on 7 February 2024 between the Company and the Lenders in the principal amount of EUR 3,041,507.59 (the "Convertible Loan Agreement"), whereby the Lenders will receive newly issued shares as consideration of the aforementioned contribution in kind of Convertible Receivables (the "Transaction"), with the maximum number and issue price of the new shares to be determined in accordance with the provisions of the Convertible Loan Agreement.

The terms of the Convertible Loan Agreement provided that if, after the date of the Convertible Loan Agreement (i.e., 7 February 2024), the Company would raise an amount of at least EUR 7,000,000.00 (in cash gross proceeds) through one (or more) so-called "Future Financing Round" (as defined in the Convertible Loan Agreement), all Convertible Receivables under the Convertible Loan Agreement would need to be converted on a mandatory basis into new shares of the Company (by a contribution in kind) at an issue price per share equal to the issue price of the shares (including issue premium) issued under such Future Financing Round, minus a 45% discount. As the Company raised an amount of EUR 11.5 million (in cash gross proceeds) in March 2024 through a private placement of 7,666,667 new shares (at an issue price of EUR

1.50 per share) through an accelerated bookbuilding procedure (and such share capital increase in cash qualifies as a "Future Financing Round"), the relevant Convertible Receivables under the Convertible Loan Agreement need to be converted on a mandatory basis into new shares (by a contribution in kind) at an issue price of EUR 0.825 per share (i.e., EUR 1.50 as

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aforementioned, minus a 45% discount). This mandatory conversion and contribution in kind will take place upon approval of the proposed Transaction by the EGM.

In accordance with Article 7:179 of the Belgian Companies and Associations Code, the board of directors provides in this report a justification of the proposed Transaction, with notably a justification of the proposed issue price of the new shares to be issued, and a description of the consequences of the proposed Transaction for the financial and participation rights of the shareholders of the Company.

In accordance with Article 7:197 of the Belgian Companies and Associations Code, the board of directors also provides in this report an explanation why the proposed contribution in kind is in the interest of the Company. In addition, this report contains a description of each contribution in kind and includes a motivated valuation thereof. Finally, it provides the consideration provided in exchange for the contribution.

This report should be read together with the reports prepared by the statutory auditor of the Company, PwC Bedrijfsrevisoren BV, a limited liability company (besloten vennootschap) organised and existing under the laws of Belgium, with registered office at Culliganlaan 5, 1831 Diegem, Belgium, represented by Peter D'hondt BV, which is in its turn represented by Mr. Peter D'hondt, auditor, consisting of (a) the report prepared in accordance with Article 7:197 of the Belgian Companies and Associations Code (which is attached as an annex to the present report of the board of directors), and (b) the report prepared in accordance with Article 7:179 of the Companies and Associations Code. As explained below in section 4.3, the board of directors does not deviate from the conclusion of the report of the statutory auditor mentioned in point (a).

This report has been prepared in accordance with the Belgian Companies and Associations Code of 23 March 2019 (as amended) (the "Belgian Companies and Associations Code").

2. CONTEXT OF THE TRANSACTION

On 7 February 2024, the Company and the Lenders entered into the unsecured and subordinated Convertible Loan Agreement for a principal amount of EUR 2,250,000.00 in relation to Partners in Equity and of EUR 791,507.59 in relation to Rosetta Capital, and (among other) an interest component of 15% per year (360 days period).

The Convertible Loan Agreement provided for the possibility (or in certain cases, the obligation) to convert the aforementioned loans and accrued interest into new shares of the Company (by a contribution in kind) under certain conditions.

More specifically, the Convertible Loan Agreement provided, as mentioned, that if, after the date of the Convertible Loan Agreement (i.e., 7 February 2024), the Company would raise an amount of at least EUR 7,000,000.00 (in cash gross proceeds) through one (or more) so-called "Future Financing Round" (as defined in the Convertible Loan Agreement), all Convertible Receivables would need to be converted on a mandatory basis into new shares of the Company (by a contribution in kind) at an issue price per share equal to the issue price of the shares (including issue premium) issued in the framework of such Future Financing Round, minus a 45% discount. As the Company raised an amount of EUR 11.5 million (in cash gross proceeds) in March 2024 through a private placement of 7,666,667 new shares (at an issue price of EUR 1.50 per share) through an accelerated bookbuilding procedure (and such share capital increase in cash qualifies as a "Future Financing Round"), the relevant Convertible Receivables under the Convertible Loan Agreement need to be converted on a mandatory basis into new shares (by a contribution in kind) at an issue price of EUR 0.825 per share (i.e., EUR 1.50 as

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aforementioned, minus a 45% discount). This mandatory conversion and contribution in kind will take place upon approval of the proposed Transaction by the EGM.

For more information on the aforementioned Convertible Loan Agreement, the mandatory conversion and the related proposed share capital increase, see sections 3.1 and following below.

3. PROPOSAL TO INCREASE THE SHARE CAPITAL BY MEANS OF A CONTRIBUTION IN KIND

3.1. Proposed structure of the Transaction

The proposed Transaction will be structured as share capital increase, in one or more transactions, with an aggregate amount of up to the Conversion Amount (including issue premium) by contributions in kind of Convertible Receivables (regardless of their origin, whether as principal amount, interest (as the case may be, on a net basis) or otherwise, as provided for in the Convertible Loan Agreement) that are or will be created and which are or will be due by the Company as a result of the Company's draw down by the Company of the loans made available to the Company by the Lenders pursuant to the Convertible Loan Agreement, and the related issuance of new shares in consideration of such contributions in kind, the maximum number and issue price of the new shares to be determined pursuant to the terms of the Convertible Loan Agreement. The share capital increase is subject to the condition precedent of the realisation of the respective (mandatory) contributions in kind of the Convertible Receivables due (that are or will be due by the Company under the Convertible Loan Agreement on the contribution date) and the issuance of new shares in consideration of the contributions in kind in accordance with the provisions of the Convertible Loan Agreement and the terms set out below.

The principal terms of the Convertible Loan Agreement and the Transaction, if approved by the EGM, can be summarised as follows (for information purposes):

1. Aggregate principal amount:The loan facility was initially entered into for an aggregate principal amount of EUR 3,041,507.59.
2. Interest:The interest rate on the loan facility is equal to 15% per annum, which accrues as from 9 February 2024 for both Lenders. Interest shall accrue from day to day and be calculated per period on the basis of the actual number of days elapsed and a 360-day year. Any accrued interest shall automatically be compounded on the last day of each calendar month and is for further interest calculations assumed to be added to the aggregate principal amount. The Convertible Loan Agreement also provides that if, at the time of the contribution in kind of the receivables under the Convertible Loan Agreement, the aggregate amount of the compounded interest is below EUR 300,000.00, the aggregate minimum amount of accrued interest will be deemed to be equal to EUR 300,000.00.
3. Maturity date:The loan facility will end on 30 September 2024. All outstanding loans (including accrued interest) must be repaid on the aforementioned date.
4. Contribution in kind to the share capital of the Company:Any conversion of the Convertible Receivables will be effected by a contribution in kind to the share capital of the Company by the respective Lenders of the outstanding Convertible Receivables (regardless of their origin, whether as principal amount, interest (as the case may be, on a net basis) or otherwise as provided for in the Convertible Loan Agreement) which have been or will be created and which are or will be due by the Company as a result of the drawdown by the Company of the loans made available to the Company by the

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Lenders pursuant to the Convertible Loan Agreement, against the issuance of new ordinary shares of the Company.

1. Mandatory contribution in kind following the share capital increase of March 2024:As described in section 2, the Convertible Receivables need to be converted on a mandatory basis (by a contribution in kind) into new shares of the Company (at an issue price of EUR 0.825 per new share) as a result of the share capital increase completed in March 2024. This mandatory conversion and contribution in kind will take place after the approval of the proposed Transaction by the EGM.
2. New shares to be issued by the Company: The new shares to be issued by the Company upon conversion by contribution in kind by the Lenders of the outstanding Convertible Receivables due by the Company under the Convertible Loan Agreement will be ordinary shares, which will have the same rights and benefits as, and rank pari passu in all respects, including as to entitlement to dividends and other distributions, with the existing and outstanding shares of the Company issued prior to the conversion of the Convertible Receivables into shares. The shares will be freely tradable and will need to be admitted to trading on the regulated market of Euronext Brussels under the conditions set out in the Convertible Loan Agreement.
3. Mandatory early repayment in the event of change of control:Upon the occurrence of a change of control (as defined in the Convertible Loan Agreement), each Lender may, by written notice to the Company within thirty business days of the date on which the Lenders are notified of such change of control, declare its loan to be due and payable upon expiry of a thirty business days' notice period. Upon expiry of such notice period, the relevant loan shall become so payable, together with accrued interest thereon and any other sums then owed by the Company thereunder. This provision will be without object at the time of the contribution in kind of the Convertible Receivables. Indeed, as a result of the aforementioned contribution, the outstanding Convertible Receivables will be settled and will no longer be due by the Company.
4. Collateral:The Company's obligations under the Convertible Loan Agreement were not secured by personal or collateral securities.
5. Ranking of the obligations:The Company's obligations under the Convertible Loan Agreement are subordinate to the Company's existing financial indebtedness (as further described in the Convertible Loan Agreement).
6. Representations:The loan facility is subject to certain representations that are market standard for financings of this nature.
7. Events of default and mandatory prepayment events:The Convertible Loan Agreement includes customary events of default and mandatory or accelerated prepayment events that entitle the Lenders to demand immediate repayment of all outstanding loans, together with accrued interest thereon and any other sums then owed by the Company thereunder. In addition, the Lenders are entitled to demand immediate prepayment in case of among others misrepresentation, material non-compliance, certain cases of insolvency, and certain cases of seizure. These provisions will be without object at the time of the contribution in kind of the Convertible Receivables. Indeed, as a result of the aforementioned contribution, the outstanding Convertible Receivables will be settled and will no longer be due by the Company.
8. Expenses:The Company and the Lenders have agreed to each pay their own costs and expenses in relation to the Convertible Loan Agreement and related agreements.

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1. Convening of the EGM:The Company agreed to convene an extraordinary general shareholders' meeting (i.e., the EGM) in order to, among other things, approve the issuance of new shares as contemplated by the Convertible Loan Agreement. At the same meeting, the aforementioned change of control provision will also be submitted to the shareholders of the Company for approval.

In light of the foregoing, it will be proposed to the EGM to conditionally increase the share capital of the Company with an aggregate amount of up to the Conversion Amount (being EUR 3,500,000.00) (including issue premium) with the issuance of new shares and, subject to the provisions of the Convertible Loan Agreement, to authorise each director of the Company and Fin-2K BV, represented by Kirsten Van Bockstaele (Chief Financial Officer) (the "Proxy Holders") each such person acting individually and with possibility of sub-delegation and the power of substitution) to grant the power and the ability to implement any share capital increase pursuant to the contribution in kind of any Convertible Receivable created and due under the Convertible Loan Agreement and any issuance of new shares in consideration of such contributions in kind, and in particular (but not limited to) the determination of the maximum number of new shares to be issued (according to the amount of interest accrued on the contribution date) and the practical implementation of the mandatory conversion of the Convertible Receivables in accordance with the provisions of the Convertible Loan Agreement.

The board of directors expects that on the contribution date, an aggregate amount of EUR 3,341,507.59 (including issue premium) of Convertible Receivables (consisting of an amount of EUR 3,041,507.59 in principal amount and an amount of EUR 300,000.00 in interest (see section 3.1(b) above)) will be contributed in kind to the share capital of the Company against an issue price of EUR 0.825 per share (i.e., the issue price of the shares (including issue premium) issued in the framework of the share capital increase of 25 March 2024, minus a 45% discount), as a result of which a total of 4,050,312 new shares are to be issued in favour of the Lenders (and whereby any fractions of shares are rounded down (as agreed in the Convertible Loan Agreement)).

1. Proposed issue price of the new shares
   The proposed issue price of the new shares to be issued in the framework of the contribution in kind of the Convertible Receivables due by the Company will be determined in accordance with the provisions of the Convertible Loan Agreement, as summarised in paragraph 3.1 of this report.
   As mentioned, as agreed between the Company and the Lenders in the Convertible Loan Agreement, the new shares will be issued at an issue price of EUR 0.825 per share, being the issue price of the shares issued (including issue premium) in the framework of the share capital increase of 25 March 2024 (i.e., a "Future Financing Round" as provided for in the Convertible Loan Agreement), minus a 45% discount.
2. Proposed number of new shares to be issued
   The proposed number of new shares to be issued in the framework of the share capital increase in consideration of the respective contributions in kind of the Convertible Receivables that are and will be due by the Company will be determined by the board of directors or the Proxy Holders at the moment of realisation of the respective contributions in kind in accordance with the provisions of the Convertible Loan Agreement, as summarised in paragraph 3.1 of this report.
   The number of shares to be issued with the aforementioned contribution in kind of Convertible Receivables will be equal to the fraction of (x) the sum of all outstanding Convertible Receivables (i.e., all principal amounts and all accrued and unpaid interest (as the case may be,

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on a net basis) due to the relevant Lenders on the contribution date (in particular, the date on which the EGM approves the proposed Transaction)), and (y) the applicable conversion price, which is equal to EUR 0.825 per new share, being the issue price of the shares (including issue premium) issued in the framework of the capital increase of 25 March 2024, minus a 45% discount.

The Company will not issue fractions of new shares in consideration of the contributions in kind in the framework of the Transaction, as the number of shares to be issued (as determined in the Convertible Loan Agreement) will, where applicable, be rounded down to the nearest whole number.

1. Allocation of the issue price
   At the occasion of each capital increase by means of contributions in kind and the issuance of new shares in consideration of such contributions in kind, the issue price of each new share shall be accounted for as share capital. However, the amount by which the issue price of the new shares (on a per share basis) shall exceed the fractional value of the existing shares of the Company at that time (which currently amounts to (rounded) EUR 0.1036) shall be accounted for as issue premium. This issue premium will be booked on a separate account as net equity on the liabilities side of the Company's balance sheet and will be formed by actually paid contributions at the occasion of the issuance of new shares. These issue premiums can only be reduced in execution of a valid decision of the Company in accordance with the Belgian Companies and Associations Code.
2. Rights attached to the new shares
   The new shares to be issued will be without nominal value, will be of the same nature as the existing and outstanding shares of the Company, and will have the same rights and benefits as, and rank pari passu in all respects, including as to entitlement to dividends and other distributions, with the existing and outstanding shares of the Company at the moment of their issuance, and will be entitled to dividends and other distributions in respect of which the relevant record date or due date falls on or after the date of issuance of the new shares.
3. Admission to trading of the new shares
   All of the new shares to be issued in the framework of the Transaction will have to be admitted to listing and trading on the regulated market of Euronext Brussels. To this end, the Company will submit the necessary requests, and implement all measures as appropriate, for the admission to listing and trading in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended from time to time), to admit the new shares to listing and trading (as the case may be, in multiple tranches) on Euronext Brussels in accordance with the applicable rules and regulations.
4. Completion in multiple instalments
   The share capital increase may be completed in one or more instalments by means of one or more notarial deeds, subject to the effective completion of the respective contributions in kind of the Convertible Receivables that are or will be due and the issuance of the shares in consideration of these contributions. If the entirety of the share capital increase for up to the Conversion Amount (including issue premium) is not subscribed for by means of contributions in kind, the share capital may nevertheless be increased to the extent of each contribution in kind made in accordance with the Convertible Loan Agreement, to be determined as set out above, in accordance with Article 7:181 of the Belgian Companies and Associations Code. The board of directors of the Company or any Proxy Holders may also decide not to carry out the

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proposed share capital increase, without prejudice, however, to the provisions of the Convertible Loan Agreement (in particular the provisions regarding the mandatory conversion of the Convertible Receivables).

3.8. No preferential subscription right

As the share capital increase will be realised by a contribution in kind of the Convertible Receivables that are or will be due by the Company, the shareholders of the Company and holders of subscription rights of the Company, will not have a preferential subscription right in relation to such share capital increase.

4. PROPOSED CONTRIBUTION IN KIND

1. Description of the contributions in kind
   As proposed in section 1 and 3.1, the capital increase will be carried out on the contribution date (in particular, the date on which the EGM approves the proposed Transaction) by means of a contribution in kind of the Convertible Receivables of the Lenders against the Company. These Convertible Receivables are receivables arising in favour of the Lenders as a result of the Convertible Loan Agreement in an aggregate principal amount of EUR 3,041,507.59, to be increased by the interest that will have accrued up to and including the contribution date (in particular, the date on which the EGM approves the proposed Transaction).
2. Consideration of the contributions in kind
   As proposed above in section 3.1 and in accordance with the provisions of the Convertible Loan Agreement, the Company will issue a number of new shares of the Company at a predetermined issue price in consideration of the contributions in kind of the Convertible Receivables. Accordingly, the aggregate value of the new shares will correspond to the aggregate amount of the respective Convertible Receivables on the contribution date (taking into account rounding).
   In particular, as provided for in the Convertible Loan Agreement, the new shares will be issued at an issue price of EUR 0.825 per share, being the issue price of the shares (including issue premium) issued in the framework of the capital increase of 25 March 2024, minus a 45% discount.
   The Company will not issue fractions of new shares in consideration of the contributions in kind under the Transaction. The number of shares to be issued upon a contribution in kind of Convertible Receivables will be (where applicable) rounded down to the nearest whole number, as provided for in the Convertible Loan Agreement.
3. Valuation of the contributions in kind
   The board of directors is of the opinion that the Convertible Receivables can be valued at 100% of their nominal value. This is based on the following considerations:
4. 1. The loans (including accrued interests) must ultimately be repaid or settled by the Company, either by settlement in shares (by the issuance of new shares), or by cash settlement.
   2. Following the contribution in kind of the Convertible Receivables, the Company's obligation to pay the Convertible Receivables will be settled following a so-called "confusion of debt" (schuldvermenging) in accordance with Article 1300 of the old Belgian Civil Code of 21 March 180, as amended (and Article 5.268 of the new Belgian Civil Code of 28 April 2022, as amended). In other words, as a result of the contribution in kind, the Company's indebtedness will be reduced by an amount equal to the nominal

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amount or nominal value of the so contributed Convertible Receivables, and the Company's net equity will be increased with the same amount.

1. The disappearance of the obligation to pay the Convertible Receivables will have as a result that other debts of the Company will not come in competition (samenloop) with the Convertible Receivables that are so contributed. Consequently, as a result of the contribution in kind, the position of the other creditors of the Company will be improved in an amount equal to the nominal amount or nominal value of the Convertible Receivables that are so contributed in kind.

For a further description of the proposed contribution in kind of the Convertible Receivables and the valuation thereof, the board of directors refers to the report prepared in accordance with Article 7:197 of the Belgian Companies and Associations Code by the statutory auditor of the Company, PwC Bedrijfsrevisoren BV, annexed as Annex Ato this report. The conclusions of the Company's statutory auditor are as follows:

"In accordance with Article 7:197 of the Belgian Companies and Associations Code, we hereafter present to the extraordinary general meeting of the Company our conclusion in the framework of our assignment as statutory auditor, for which we were appointed by engagement letter dated 18 April 2024.

We conducted our engagement in accordance with the Standard on the Engagement of the Statutory Auditor (Norm inzake de opdracht van de bedrijfsrevisor) in the context of contribution in kind and quasi contributions of the Institute of Auditors (Instituut van de Bedrijfsrevisoren). Our responsibilities under this standard are further described in the section "Auditor's responsibilities regarding contribution in kind and issuance of shares".

Contribution in kind

In accordance with Article 7:197 of the Belgian Companies and Associations Code, we have examined the aspects described below, as included in the special draft report of the board of directors as at 19 April 2024, and have no findings of material importance to report in respect of:

• the description of the components to be contributed
• the valuation applied
• the methods of valuation used for that purpose.

We also conclude that the methods of valuation applied for the contribution in kind result in the values of the contribution(s) and these at least correspond to the number and nominal value, or in the absence of a nominal value, the fractional value of the shares to be issued against the contribution mentioned in the (draft) report.

The actual consideration consists of a number of new shares of the Company (ordinary shares, which will have the same rights and benefits as, and rank pari passu in all respects, including as to entitlement to dividends and other distributions, with the existing and outstanding shares of the Company issued prior to the conversion of the Convertible Receivables into shares). The new shares will be issued at an issue price of EUR 0.825 per share, being the issue price of the shares issued (including issue premium) in the framework of the capital increase of 25 March 2024, minus a 45% discount. The Company will not issue fractions of new shares as consideration for contributions in kind in the framework of the Transaction. The number of shares to be issued upon a contribution in kind of Convertible Receivables will (where applicable) be rounded down to the nearest whole number (as provided for in the Convertible Loan Agreement).

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No fairness opinion

Our assignment pursuant to Article 7:197 of the Belgian Companies and Associations Code is not to rule on the appropriateness or opportunity of the transaction, nor on the valuation of the consideration given as consideration for the contribution, nor on whether such transaction is lawful and fair ("no fairness opinion").

In the case of contribution in kind, the board of directors is responsible for:

• setting out why the contribution is in the interest of the company;
• describing and giving a reasoned valuation of each contribution in kind; and
• reporting the consideration provided in return.

With regard to contribution in kind, the statutory auditor is responsible for:

• examining the description given by the board of directors of each contribution in kind;
• examining the valuation applied and the valuation methods used for this purpose;
• reporting whether the values to which these methods lead at least correspond to the value of the contribution stated in the deed; and
• stating the actual consideration provided as consideration for the contribution.

Limitation on the use of this report

This report has been prepared solely pursuant to Article 7:197 of the Belgian Companies and Associations Code in the context of the proposal of the board of directors of the Company to increase the share capital of the Company with an aggregate amount of up to EUR 3,500.000.00 (including issue premium), in one or more transactions, by contributions in kind of outstanding receivables that are or will be due by the Company to the Lenders pursuant to the unsecured and subordinated convertible loan agreement entered into on 7 February 2024 between the Company and the Lenders in the principal amount of EUR 3,041,507.59, whereby the Lenders will receive newly issued shares as consideration of the aforementioned contribution in kind of Convertible Receivables, with the maximum number and issue price of the new shares to be determined in accordance with the provisions of the Convertible Loan Agreement, as proposed to the shareholders, and may not be used for any other purpose."

The board of directors concurs with, and does not deviate from, the above conclusions and considerations of the statutory auditor.

5. JUSTIFICATION OF THE PROPOSED TRANSACTION

5.1. Justification of the Convertible Loan Agreement

Firstly, the board of directors notes that, since each of the Lenders were shareholders of the Company who were also represented on the board of directors at the time of entering into the Convertible Loan Agreement, each of the Lenders could be considered a "related party" within the meaning of International Financial Reporting Standards, as adopted by the European Union (IFRS), as referred to in Article 7:97 of the Belgian Companies and Associations Code. In the light thereof, the Company's board of directors has already previously applied the procedure provided for in Article 7:97 of the Belgian Companies and Associations Code in connection with the approval of the entering into of the Convertible Loan Agreement. In this context, a committee of three independent directors of the Company has issued an advice to the board of directors on 7 February 2024 in which this committee has assessed the entering into of the Convertible Loan Agreement. In the committee's advice of 7 February 2024 to the board of directors, the committee concluded, inter alia. that (i) it believed that, under the then existing circumstances and considering the then immediate working capital needs of the Company as

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well as the then available financing options, the Convertible Loan Agreement, including the agreed provisions regarding the (mandatory) contribution in kind of Convertible Receivables, was in the interest of the Company, its shareholders and other stakeholders; (ii) while the Company becomes subject to increased debt (even when the relevant debt was and is unsecured and subordinate) through the Convertible Loan Agreement, while entailing greater interest costs for the Company compared to the then existing financial indebtedness of the Company (in particular because of the agreed mechanism described in section 3.1(b) above because of which the Lenders will receive a minimum of EUR 300,000.00 of interest), and while entailing additional and important potential dilution for the holders of shares and share options of the Company in case of conversion of the loans (in particular because of the agreed conversion price representing a high discount compared to the price of the Company's existing shares as they are currently traded at the date of this report; see section 5.3 below), the terms of the Convertible Loan Agreement ultimately did not seem unreasonable and seemed commensurate to the risks (and opportunity costs) of investing in the Company taking into account the refinancing difficulties and liquidity risks of the Company at the time; and (iii) if the Company had not been able to raise further funding in order to address its short-term funding requirements, the Company's going concern could no longer be guaranteed. The board of directors confirmed the aforementioned conclusions and considerations on 7 February 2024 and still agrees with them.

5.2. Justification of the contribution in kind

As mentioned in section 2, on 7 February 2024, the Company entered into the Convertible Loan Agreement with the Lenders following at arm's length negotiations. The Convertible Loan Agreement provided for the possibility (or in certain cases, the obligation) to convert the aforementioned Convertible Receivables into new shares of the Company (by a contribution in kind) under certain conditions. As cited in section 2, the Convertible Receivables need to be converted on a mandatory basis into new shares of the Company (at an issue price of EUR 0.825 per new share) as a result of the capital increase completed in March 2024. This mandatory conversion and contribution in kind will take place upon approval of the proposed Transaction by the EGM.

In case of conversion, the Lenders will be required to contribute their claim for repayment of their loans (in principal amount, interest (as the case may be, on a net basis) or otherwise) in kind. By providing for such conversion mechanism pursuant to which the Lenders may or must contribute their Convertible Receivables to the Company in kind, the Company will be able to meet its obligation to settle the Convertible Receivables in the event of such contributions without having to use existing or new funds (in cash), which is in the interest of the Company.

Moreover, the proposed contribution in kind will reduce the Company's indebtedness by the amount to be contributed (equal to EUR 3,041,507.59 in principal amount, to be increased by the interest accrued on the contribution date) without having to draw on cash reserves. The board of directors is therefore of the opinion that the contribution in kind of the Convertible Receivables is in the interest of the Company, its shareholders and other stakeholders.

The proposed contribution in kind of the Convertible Receivables and the resulting share capital increase will also further improve the Company's net equity position and strengthen the amount of the Company's share capital. This will benefit the Company, its shareholders and its creditors.

The board of directors finally notes that prior to the approval of this report, the procedure for related party transactions as set out in Article 7:97 of the Belgian Companies and Associations Code was applied, as required by paragraph 2, 1° of Article 7:97 of the Belgian Companies and Associations Code. In this context, an ad hoc committee of three independent directors of the Company (consisting of Pierre Chauvineau, WIOT BV (represented by its permanent

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