Exhibit 99.1

Unofficial English translation – For informational purposes only

MDxHealth SA

Limited Liability Company
(société anonyme)

CAP Business Center
Zone Industrielle des Hauts-Sarts

Rue d’Abhooz 31
4040 Herstal, Belgium
VAT BE 0479.292.440 (RLP Liège, division Liège)

INVITATION
ORDINARY AND EXTRAORDINARY GENERAL MEETINGS
to be held on Wednesday, 28 May 2025, at 3:00 p.m.

The holders of securities issued by MDxHealth SA (the “Company”) are invited to the ordinary general shareholders’ meeting of the Company. After the agenda of the ordinary general shareholders’ meeting has been treated, the meeting will be shortly suspended in order to be continued as an extraordinary general shareholders’ meeting before a notary public.

GENERAL INFORMATION

Date, hour and venue: The ordinary and extraordinary general shareholders’ meetings will be held on Wednesday, 28 May 2025 at 3:00 p.m. at the offices of the notary public Stijn Raes, at Kortrijksesteenweg 1147, 9051 Ghent, Belgium, or at such other place as will be indicated at that place at that time. There is no attendance quorum requirement for the ordinary general shareholders’ meeting. There is, however, an attendance quorum requirement for the items on the agenda of the extraordinary general shareholders’ meeting (see also below under “—Extraordinary general meeting”). If the attendance quorum for the items on the agenda of the extraordinary general shareholders’ meeting were not to be reached, a second extraordinary general shareholders’ meeting will be held for these items on Friday, 27 June 2025, unless, as the case may be, decided otherwise on behalf of the board of directors.

Opening of the doors: In order to facilitate the keeping of the attendance list on the day of the ordinary and extraordinary general shareholders’ meetings, holders of securities and their representatives are invited to register as of 2:15 p.m.

ORDINARY GENERAL MEETING

Agenda and proposed resolutions: The agenda and proposed resolutions of the ordinary general shareholders’ meeting of the Company which, as the case may be, can be amended at the meeting on behalf of the board of directors, are as follows:

Submission of, and discussion on, (a) the combined annual report of the board of directors on the consolidated and (non-consolidated) statutory financial statements of the Company for the financial year ended on 31 December 2024, (b) the report of the statutory auditor on the (non-consolidated) statutory financial statements of the Company for the financial year ended on 31 December 2024, and (c) the report of the statutory auditor on the consolidated financial statements of the Company for the financial year ended on 31 December 2024.

Submission of, discussion on, and approval of the annual (non-consolidated) statutory financial statements for the financial year ended on 31 December 2024, and approval of the allocation of the result as proposed by the board of directors.

Proposed resolution: The general shareholders’ meeting resolves to approve the annual (non-consolidated) statutory financial statements of the Company for the financial year ended on 31 December 2024 and to approve the allocation of the annual result as proposed by the board of directors.

Unofficial English translation – For informational purposes only

Submission of, and discussion on, the consolidated financial statements of the Company for the financial year ended on 31 December 2024.

Discharge from liability of the directors for the exercise of their mandates during the financial year ended on 31 December 2024.

Proposed resolution: The general shareholders’ meeting resolves to grant discharge from liability to each of the directors who was in office during the financial year ended on 31 December 2024, for the performance of its, his or her mandate during that financial year.

Discharge from liability of the statutory auditor for the exercise of its mandate during the financial year ended on 31 December 2024.

Proposed resolution: The general shareholders’ meeting resolves to grant discharge from liability to the statutory auditor which was in office during the financial year ended on 31 December 2024, for the performance of its mandate during that financial year.

The board of directors recommends that (a) the appointment by co-optation of Dr. Sanford Jay Siegel as director of the Company be confirmed and continued for a term of one year, (b) Donnie M. Hardison Jr., be re-appointed as director of the Company for a term of two years, (c) Hilde Windels BV, represented by Hilde Windels as permanent representative, be re- appointed as director of the Company for a term of two years, (d) Eric Bednarski be re-appointed as director of the Company for a term of two years, and (e) Michael Brian Holder be appointed as director of the Company for a term of two years.

On 6 July 2024, the board of directors appointed Dr. Sanford Jay Siegel as director of the Company by co-optation following the resignation of Qaly-Co Sàrl, represented by Lieve Verplancke, as director. Dr. Sanford Jay Siegel continued the term of Qaly-Co Sàrl, which was appointed for a term up to and including the closing of the ordinary general shareholders’ meeting to be held in 2026 which will have decided upon the financial statements for the financial year ended on 31 December 2025. Since his co-optation, Dr. Sanford Jay Siegel received the same remuneration as the remuneration received by the other directors, prorated for his relevant time in office.

Proposed resolutions:

Unofficial English translation – For informational purposes only

Note: If the proposed resolutions set out in point 6 are approved by the general shareholders’ meeting, the Company’s board of directors will be composed of (1) Michael K. McGarrity, chief executive officer (CEO), executive director and managing director (until 2026), (2) Ahok BV, represented by Koen Hoffman, director and chair of the board of directors (until 2026), (3) Dr. Sanford Jay Siegel, director (until 2026), (4) Donnie M. Hardison Jr., director (until 2027), (5) Hilde Windels BV, represented by Hilde Windels, director (until 2027), (6) Eric Bednarski, director (until 2027), and (7) Michael Brian Holder, director (until 2027).

No attendance quorum: There is no attendance quorum requirement for the deliberation and voting on the respective items referred to in the aforementioned agenda of the ordinary general shareholders’ meeting.

Voting and majority: Subject to applicable legal provisions, each share shall have one vote. In accordance with applicable law, the proposed resolutions referred to in the aforementioned agenda of the ordinary general shareholders’ meeting shall be passed if they are approved by a simple majority of the votes validly cast by the shareholders. Pursuant to article 7:135 of the Belgian Companies and Associations Code, the holders of subscription rights have the right to participate to the ordinary general shareholders’ meeting, but only with an advisory vote

EXTRAORDINARY GENERAL MEETING

Agenda and proposed resolution: The agenda and proposed resolution of the extraordinary general shareholders’ meeting of the Company which, as the case may be, can be amended at the meeting on behalf of the board of directors, are as follows:

Submission of and discussion on:

Unofficial English translation – For informational purposes only

Proposed resolution: The general shareholders’ meeting resolves to approve the issuance of 3,500,000 2025 Share Options, pursuant to a share option plan named the “2025 Share Option Plan”, and to dis-apply, in the interest of the Company, the preferential subscription right of the existing shareholders of the Company and, insofar as required, of the holders of outstanding subscription rights (share options) of the Company, for the benefit of Selected Participant. In view thereof, the general shareholders’ meeting resolves as follows:

Unofficial English translation – For informational purposes only

Attendance quorum: According to the Belgian Companies and Associations Code, an attendance quorum of at least 50% of the outstanding shares must be present or represented at the extraordinary general shareholders’ meeting for the deliberation and voting on the items of the aforementioned agenda of the extraordinary general shareholders’ meeting. If such attendance quorum is not reached, a second extraordinary general shareholders’ meeting will be convened for these agenda items, unless, as the case may be, decided otherwise on behalf of the board of directors, and the attendance quorum requirement will not apply to such second meeting.

Voting and majority: Subject to applicable legal provisions, each share shall have one vote. In accordance with applicable law, the proposed resolution referred to in the aforementioned agenda of the extraordinary general shareholders’ meeting shall be passed if it is approved by a majority of 75% of the votes validly cast by the shareholders. Pursuant to article 7:135 of the Belgian Companies and Associations Code, the holders of subscription rights have the right to participate to the extraordinary general shareholders’ meeting, but only with an advisory vote.

PARTICIPATION TO THE MEETINGS

Introduction: Holders of securities issued by the Company who wish to participate to the ordinary and extraordinary general shareholders’ meetings of the Company should take into account the formalities and procedures described below.

Since the completion, on 18 December 2023, of the Company’s transition from a dual listing of the Company’s former American Depositary Shares on Nasdaq and shares on Euronext Brussels to a sole listing of its shares on Nasdaq, the Company’s shares are comprised of:

Unofficial English translation – For informational purposes only

For further information and details regarding the transition to a single listing on Nasdaq and the repositioning process, please visit the dedicated web page on the Company’s website (see: https://mdxhealth.com/proposed-transition-to-a-single-listing-on-nasdaq/).

Registration date: In accordance with article 32 of the Company’s articles of association and article 7:134 of the Belgian Companies and Associations Code, the Company’s board of directors sets the registration date for the ordinary and extraordinary general shareholders’ meetings on Friday, 23 May 2025, at midnight (12:00 a.m., Belgian time) (the “Registration Date”). Only persons owning securities issued by the Company on Friday, 23 May 2025, at midnight (12:00 a.m., Belgian time) shall be entitled to participate to, and, as the case may be, vote at the ordinary and extraordinary general shareholders’ meetings. Only shareholders are entitled to vote. The holders of subscription rights can participate to the ordinary and extraordinary general shareholders’ meetings, but only with an advisory vote. Shareholders, as well as holders of subscription rights must satisfy the formalities that are described under “—Participation to the meetings”.

Participation to the meetings: In order to be able to participate to the ordinary and extraordinary general meetings, 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:

Unofficial English translation – For informational purposes only

The Company encourages shareholders to participate to the ordinary and extraordinary general shareholders’ meetings through a signed proxy or the U.S. proxy card (as further explained below under “—Representation by proxy”) that will be provided or is made available to them and in accordance with the accompanying instructions. If a shareholder attends to the general shareholders’ meetings in person, it may revoke its signed proxy or U.S. proxy card until the Notification Deadline. Providing to the Company a signed proxy or U.S. proxy card to the Company shall also qualify as a notification, provided that the signed proxy or U.S. proxy card reaches the Company (by mail at its registered office (MDxHealth SA, CAP Business Center, Zone Industrielle des Hauts-Sarts, rue d’Abhooz 31, 4040 Herstal, Belgium, Attention: Mr. Ron Kalfus) or by e-mail at agsm@mdxhealth.com) no later than the Notification Deadline. For the shareholders referred to in (ii) and (iv) above, the signed proxy or U.S. proxy card must also include the certificates referred to in (ii) and (iv) above respectively.

Unofficial English translation – For informational purposes only

Representation by proxy: The holders of securities can participate to the meetings and vote, as applicable, through a written proxy. Written proxies must contain specific voting instructions for each proposed resolution. Proxy forms can be obtained on the Company’s website (http://www.mdxhealth.com). The proxy form must be signed in writing or electronically. Holders of U.S Shares who want to appoint a proxy are strongly encouraged to use the U.S. proxy card that will be provided to them and according to the accompanying instructions. Signed proxies and U.S. proxy cards must reach the Company by mail at its registered office (MDxHealth SA, CAP Business Center, Zone Industrielle des Hauts-Sarts, rue d’Abhooz 31, 4040 Herstal, Belgium, Attention: Mr. Ron Kalfus) or by e-mail at agsm@mdxhealth.com, at the latest on the Notification Deadline, i.e., on or before Monday, 26 May 2025 at the latest. Holders of securities who wish to be represented by proxy must, in any case comply with the formalities to participate to the meetings, as explained under “—Participation to the meetings”. For the shareholders referred to in (ii) and (iv) of paragraph (b) of “—Participation to the meetings”, the signed proxy or U.S. proxy card must also include the certificates referred to in (ii) and (iv), respectively, of paragraph (b) of “—Participation to the meetings”.

Access to the meeting room: The natural persons who attend to the ordinary and extraordinary general shareholders’ meetings in their capacity as owner of securities, holder of proxies or representative of a legal entity must be able to provide evidence of their identity in order to be granted access to the meeting room (subject to what is shared above under “—General information”). In addition, the representatives of legal entities must hand over the documents establishing their capacity as corporate representative or attorney-in-fact. These documents will be verified immediately before the start of the meetings.

Recommendation to use e-mail: The Company recommends the holders of its securities to use e-mail for all communication with the Company regarding the general shareholders’ meetings. The Company’s e-mail address for such communication is: agsm@mdxhealth.com. The Company also points at that, in addition to be physically available at the Company’s registered office and distributed by mail, all forms and other documentation in relation to the general shareholders’ meetings will be available on the Company’s website (http://www.mdxhealth.com). See also “—Available documentation”.

Unofficial English translation – For informational purposes only

DATA PROTECTION

The Company is responsible for the processing of personal data it receives from, or collects about, holders of securities issued by the Company and proxy holders in the context of general shareholders’ meetings. The processing of such data will be carried out for the purposes of the organisation and conduct of the relevant general shareholders’ meeting, including the convening notices, registrations, participation and voting, as well as for maintaining lists or registers of security holders, and the analysis of the investor and security holder base of the Company. The data include, amongst others, identification data, the number and nature of securities of a holder of securities issued by the Company, proxies and voting instructions. This data may also be transferred to third parties for the purposes of assistance or services to 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 Policy, available on the Company’s website (https://mdxhealth.com/privacy-policy). The Company draws the attention of the holders of securities issued by the Company and proxy holders to the description of the rights they may have as data subjects, such as, among others, the right to access, the right to rectify and the right to object to processing, which are outlined in the aforementioned Privacy Policy. All this does not affect the rules that apply in connection with the registration and participation to the general shareholders’ meeting. To exercise rights as a data subject and for all other information regarding the processing of personal data by or on behalf of the Company, the Company can be contacted by e-mail at dataprotection@mdxhealth.com.

AVAILABLE DOCUMENTATION

The following documentation is available on the Company’s website (http://www.mdxhealth.com): the notice convening the ordinary and extraordinary general shareholders’ meetings, the documents to be submitted to the ordinary and extraordinary general shareholders’ meetings as referred to in the agenda of the meetings, the attendance form, and the proxy form. Prior to the ordinary and extraordinary general shareholders’ meetings, holders of securities of the Company can also obtain at the registered office of the Company (CAP Business Center, Zone Industrielle des Hauts-Sarts, rue d’Abhooz 31, 4040 Herstal, Belgium), free of cost, a copy of this documentation.

Please address any correspondence on this matter to MDxHealth SA, Mr. Ron Kalfus CAP Business Center, Zone Industrielle des Hauts-Sarts, rue d’Abhooz 31, 4040 Herstal, Belgium. The e-mail address is agsm@mdxhealth.com.

On behalf of the board of directors

THIS DOCUMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES OR OTHER SECURITIES OF MDXHEALTH SA.

9

Exhibit 99.2

MDxHealth SA

Limited Liability Company
(société anonyme)

CAP Business Center

Zone Industrielle des Hauts-Sarts

Rue d’Abhooz 31
4040 Herstal, Belgium
VAT BE 0479.292.440 (RLP Liège, division Liège)

Ordinary and Extraordinary General Shareholders’ Meetings of MDxHealth SA - Attendance form for security holders

The undersigned,

owner of the following number of securities issued by MDxHealth SA, with registered office at CAP Business Center, Zone Industrielle des Hauts-Sarts, rue d’Abhooz 31, 4040 Herstal, Belgium:

Hereby notifies his/her/its intent to attend the ordinary and extraordinary general shareholders’ meetings of MDxhealth SA to be held on Wednesday, 28 May 2025, at 3:00 p.m. (Belgian time) at the offices of the notary public Stijn Raes, at Kortrijksesteenweg 1147, 9051 Ghent, Belgium, or at such other place indicated at that place at that time.

The undersigned agrees that the English translation of the present attendance form is a free translation and for information purposes only, and that the French version shall prevail over the English translation.

The undersigned hereby confirms that the Company can send all confirmations and information required for participation in the ordinary and extraordinary general shareholders’ meetings to the following e-mail address of the undersigned:

Done at ……………………………………., on ………………………………2025

Signature……………………………

Ordinary and Extraordinary General Shareholders’ Meetings of MDxHealth SA - Attendance form for security holders

Exhibit 99.3

Exhibit 99.4

English translation - For information purposes

MDXHEALTH

Limited Liability Company

CAP Business Center
Zone Industrielle des Hauts-Sarts
Rue d’Abhooz 31
4040 Herstal
Belgium

Registered with the Register of Legal Persons
VAT BE 0479.292.440 (RLP Liège, division Liège)

REPORT OF THE BOARD OF DIRECTORS IN ACCORDANCE WITH ARTICLES 7:180 AND 7:191

OF THE BELGIAN COMPANIES AND ASSOCIATIONS CODE

This report has been prepared by the board of directors of MDxHealth SA (the “Company”) in accordance with articles 7:180 and 7:191 of the Belgian Companies and Associations Code (as amended from time to time) (the “Belgian Companies and Associations Code). It relates to the proposal of the board of directors to issue a total number of 3,500,000 share options in the form of subscription rights (the “2025 Share Options”) in order to enable the Company to grant them to certain members of the personnel of the Company and its subsidiaries from time to time, within the meaning of article 1:27 of the Belgian Companies and Associations Code (the “Selected Participants”), in the framework of a share option plan, called the “2025 Share Option Plan”, and the proposal of the board of directors to dis-apply, in the interest of the Company, the statutory preferential subscription right of the Company’s existing shareholders and, insofar as required, of the Company’s existing holders of subscription rights (share options), for the benefit of the Selected Participants. The proposals will be submitted to an extraordinary general shareholders’ meeting to be held before a notary public (the “EGM”).

In accordance with article 7:180 of the Belgian Companies and Associations Code, the board of directors provides in this report a justification of the proposed issuance of 2025 Share Options, with notably a justification of the proposed exercise price of the 2025 Share Options and a description of the consequences of the proposed issuance of 2025 Share Options for the financial and shareholder rights of the shareholders of the Company.

In accordance with article 7:191 of the Belgian Companies and Associations Code, the board of directors also provides in this report a justification of the proposed dis-application of the statutory preferential subscription right of the existing shareholders and, insofar as required, of the existing holders of subscription rights (share options), for the benefit of the Selected Participants in connection with the proposed issuance of 2025 Share Options and a description of the consequences thereof for the financial and shareholder rights of the shareholders.

This report must be read together with the report prepared in accordance with articles 7:180 and 7:191 of the Belgian Companies and Associations Code by the Company’s statutory auditor, BDO Réviseurs d’Entreprises SRL, a limited liability company organised and existing under the laws of Belgium, with registered office at Da Vincilaan 9 E.6, 1930 Zaventem, Belgium, represented by Mr. Bert Kegels.

English translation - For information purposes

The board of directors proposes to issue a total number of 3,500,000 2025 Share Options to the Selected Participants in order to achieve the following goals:

The Company has used share options in the past as a form of incentive and compensation for members of the personnel. For an overview of the outstanding share option plans, see also below in section 6.1(d). As the available headroom under the currently outstanding plans is no longer sufficient, the board of directors proposes to create the 2025 Share Options. In order to enable the Company to grant the 2025 Share Options to the Selected Participants in accordance with the proposed terms and conditions of the 2025 Share Option Plan attached hereto as Annex , the board of directors proposes to dis-apply, in the interest of the Company, the statutory preferential subscription right of the Company’s existing shareholders and, insofar as required, of the Company’s existing holders of subscription rights (share options), for the benefit of the Selected Participants. The issuance of the 2025 Share Options and the resolution on the dis-application of the preferential subscription right shall be submitted to the EGM.

The main terms governing the 2025 Share Options can be summarized as follows:

English translation - For information purposes

Unless determined otherwise by the board of directors, or any other committee created or person appointed by the board of directors in accordance with the 2025 Share Option Plan, prior to, at, or after the date of grant, the exercise price shall not be lower than the lower of (i) the price of the shares on the relevant stock market on which the shares are listed and traded on the day prior to the date of grant of the relevant 2025 Share Option (should the shares be listed on Nasdaq, Nasdaq must be used as market of reference), and (ii) the average price of the shares on the relevant stock market on which the shares are listed and traded during the period of 30 days preceding the date of grant of the relevant 2025 Share Option (should the shares be listed on Nasdaq, Nasdaq must be used as market of reference).

During the second, third, and fourth years after the date of grant, the 2025 Share Options granted to a Selected Participant in any capacity other than the capacity of non-executive director of the Company shall vest pro rata temporis on a quarterly basis.

The 2025 Share Options granted to a non-executive director of the Company shall all vest on the date of the ordinary general shareholders’ meeting that takes place in the calendar year following the calendar year in which the 2025 Share Options were granted, provided that on the date preceding the date of the former ordinary general shareholders’ meeting the mandate of such non-executive director of the Company has not terminated (without prejudice to section 7.1.3 of the 2025 Share Option Plan).

English translation - For information purposes

The board of directors of the Company deems the proposed issuance of the 2025 Share Options to be in the Company’s interest because, on the one hand, it enables the Company to receive new financial resources if and when the 2025 Share Options are exercised and, on the other hand, it enables the Company to offer to the Selected Participants a (potential) participation in the Company’s share capital, which, according to the board of directors, can be considered an appropriate tool to value the loyalty and motivation of the Selected Participants and to encourage such loyalty and motivation.

Furthermore, the ability to remunerate Selected Participants with the 2025 Share Options allows the Company to limit the portion of remuneration in cash that the Company would otherwise need to pay to attract or retain renowned experts with the most relevant skills, knowledge and expertise. For the surplus, the board of directors is of the opinion that such remuneration package is adapted and customary for companies in the biotech and life sciences industry that are still in a development phase.

English translation - For information purposes

For a more detailed description of the purpose and the objective of the proposed issuance of the 2025 Share Options, reference is made to section 1 of the 2025 Share Option Plan attached hereto as Annex.

Finally, the proposed issuance of the 2025 Share Options is also in line with the directors’ remuneration that, upon recommendation of the compensation committee, was approved by the Company’s ordinary general shareholders’ meeting held on May 30, 2024.

For all of the above reasons, the board of directors believes that the proposed issuance of the 2025 Share Options is in the interest of the Company, its shareholders, and other stakeholders.

Pursuant to the terms and conditions of the 2025 Share Option Plan, the 2025 Share Options will be granted to the Selected Participants without any further consideration.

The exercise price of the 2025 Share Options shall be determined as summarised in section 2(g) of this report. For a detailed overview of the conditions concerning the issuance price and exercise price of the 2025 Share Options, reference is made to sections 5.1 and 5.2 of the 2025 Share Option Plan attached hereto as Annex.

The board of directors considers the fall-back mechanism for the proposed exercise price of the 2025 Share Options to be justified, since (amongst other things) it limits the potential financial dilution to a certain extent and it enables the Company to obtain additional cash resources as mentioned above and further described below. In any event, the terms and conditions of the 2025 Share Options also allow for a different mechanism. This will allow the Company to set the exercise price in such a manner and with reference to such price points as shall be appropriate in order to take into account the tax and social security situation of the relevant Selected Participants and the ultimate goals of the 2025 Share Options Plan.

Whether or not a 2025 Share Option will be exercised depends on the (sole) decision of the holder of the 2025 Share Option. Such decision will depend on the price of the share of the Company at the moment of the decision whether or not to exercise as compared with the exercise price of the 2025 Share Option, since essentially, the holder can realise a capital gain at the exercise of the 2025 Share Option if the price of the share of the Company at that moment is higher than the exercise price of the 2025 Share Option (not taking into account the possible tax related costs and assuming that the holder of the 2025 Share Option can sell the underlying share at such price on the market).

Upon exercise of the 2025 Share Options, the exercise price shall be booked as share capital and issue premium as further described in section 6.2 of this report.

Hence, in view of all of the foregoing, the board of directors believes that the proposed issue price and exercise price of the 2025 Share Options can be sufficiently justified and are without prejudice to existing shareholders and holders of outstanding subscription rights (share options) of the Company.

English translation - For information purposes

The board of directors proposes to issue a total number of 3,500,000 2025 Share Options, to be offered to the Selected Participants, in accordance with the terms and conditions of the 2025 Share Option Plan.

Each 2025 Share Option shall entitle the Selected Participant to acquire one (1) share of the Company, to which the same rights and benefits as the outstanding shares of the Company are attached. All 2025 Share Options together entitle the holders thereof to subscribe for an aggregate 3,500,000 new shares of the Company, which equals to approximately 7.07% of the existing shares representing the share capital of the Company immediately prior to the issuance of the 2025 Share Options (assuming all the granted 2025 Share Options are fully exercisable and exercised under the terms and conditions of the 2025 Share Option Plan).

In order to be able to offer the 2025 Share Options to the Selected Participants in accordance with the proposed terms and conditions of the 2025 Share Option Plan, the board of directors proposes to dis-apply the statutory preferential subscription right of the Company’s existing shareholders and, insofar as required, of the Company’s existing holders of subscription rights (share options), for the benefit of the Selected Participants in accordance with article 7:191 of the Belgian Companies and Associations Code.

For all of the above reasons, the board of directors is of the opinion that the proposed issuance of 2025 Share Options, with the proposed dis-application of the statutory preferential subscription right for the benefit of the Selected Participants, and notwithstanding the dilution following therefrom for the shareholders and the holders of subscription rights (share options), is in the interest of both the Company and the existing shareholders and holders of subscription rights (share options).

The following paragraphs provide an overview of certain financial consequences of the proposed issuance and exercise of 2025 Share Options. For further information with regard to the financial consequences of the proposed issuance and exercise of 2025 Share Options, reference is also made to the report prepared in accordance with articles 7:180 and 7:191 of the Belgian Companies and Associations Code by the statutory auditor of the Company, BDO Réviseurs d’Entreprises SRL.

The actual financial consequences resulting from the proposed issuance and exercise of 2025 Share Options cannot yet be determined with certainty, as the final exercise price of the respective 2025 Share Options is still to be determined and will depend on the price of the Company’s shares on the relevant stock market or trading platform prior to the date of the grant of the 2025 Share Options. In addition, whether or not certain financial consequences will materialise will depend on whether the 2025 Share Options will be granted to Selected Participants, and whether these 2025 Share Options will ultimately be exercised. The decision to exercise the 2025 Share Options is a decision that solely rests with the holder of the 2025 Share Options, and will likely be in function of the market price of the shares of the Company at the moment of exercise compared to the exercise price of the relevant 2025 Share Options (see also below).

English translation - For information purposes

Likewise, the actual financial consequences resulting from the exercise of outstanding Share Options (as defined and described in more detail below) and from issuance of new shares pursuant to (i) the contribution in kind of the Exact Sciences Earn-out Consideration, (ii) the exercise of the Exact Sciences Warrants, (iii) the placements under the ATM Facility, and (iv) the exercise of the OrbiMed Warrants (all as defined and further detailed below) cannot yet be determined with certainty.

Accordingly, the discussion herein of the financial consequences of the proposed issuance and exercise of the 2025 Share Options for existing shareholders is purely illustrative and hypothetical, and is based on purely indicative financial parameters (where relevant). The actual number of shares to be issued upon exercise of the 2025 Share Options and their issuance and exercise price may vary significantly from the hypothetical values used in this report.

Subject to the foregoing reservations, for the purposes of the illustration of some of the financial consequences of the exercise of the 2025 Share Options and notably the dilution for the shareholders, the following parameters and assumptions were used:

English translation - For information purposes

For the purpose of the full-dilution scenario calculations further below, it is assumed that all of the outstanding Share Options (including the Share Options can still be granted) have been effectively granted, have vested and are exercisable. On that basis, if all Share Options were exercised, 3,642,533 new shares would need to be issued by the Company.

English translation - For information purposes

For the purpose of the full-dilution scenario calculations further below, it is assumed that the full Exact Sciences Earn-Out Consideration amount of USD 82,500,000.00 is converted, by applying the Exchange Rate (see paragraph 6.1(a)), into EUR 72,273,324.57 and is fully paid in kind by the Company to Exact Sciences by the issuance of new shares of the Company, at the hypothetical issue prices (see paragraph (6.1(b)), in consideration of the settlement through a contribution in kind of receivables due by the Company to Exact Sciences up to the Earn-Out Consideration. To reflect maximum dilution, the maximum 7.5% shareholding cap (as described above) is not taken into account in the simulations below. Should this 7.5% shareholding cap be applied, only 6,531,320 shares could be issued to Exact Sciences on a fully diluted basis, taking into account the most dilutive parameters used herein.

For the purpose of the full dilution scenario calculations further below, it is assumed that the 1,000,000 Exact Sciences Warrants are all exercised, for a total of 1,000,000 newly issued shares at an issue price of USD 5.265 per new shares, resulting in a total issue price of USD 5,265,000, or, applying the Exchange Rate, at an issue price of EUR 4.610 per new shares, resulting in a total issue price of EUR 4,610,000 (including issue premium, if any).

For the sake of completeness, it is to be noted that the conditions of the Exact Sciences Warrants contain anti-dilutive mechanisms under which the exercise price of the Exact Sciences Warrants may be adjusted and reduced on the basis of specific formulas in the framework of certain capital-related or similar transactions. For the purposes of the simulations below, it is assumed that such adjustments will not be triggered.

English translation - For information purposes

For the purpose of the full dilution scenario calculations further below, it is assumed that the 1,243,060 OrbiMed Warrants are all exercised, for a total of 1,243,060 newly issued shares at an issue price of USD 2.24 (rounded) per new shares, resulting in a total issue price of USD 2,784,454.40, or, applying the Exchange Rate, at an issue price of EUR 1.96 (rounded) per new shares, resulting in a total issue price of EUR 2,436,397.60 (including issue premium, if any).

For the sake of completeness, it is to be noted that the conditions of the OrbiMed Warrants contain anti-dilutive mechanisms under which the exercise price of the OrbiMed Warrants has already been and may still be adjusted and reduced on the basis of specific formulas in the framework of certain capital-related or similar transactions. For the purposes of the simulations below, it is assumed that further adjustments will not be triggered.

For the purpose of the full-dilution scenario calculations further below, it is assumed that (i) new shares are issued under the ATM Facility for the full amount of USD 50,000,000.00, and (ii) all such new shares issued under the ATM Facility are issued at an issue price per share of USD 1.72 (i.e., in view of the pricing mechanism under the ATM Facility, the closing price of the Company’s shares on Nasdaq on April 23, 2025).

On that basis, applying the Exchange Rate, EUR 43,802,014.89 would be raised by the Company against the issuance 29,201,343 new shares of the Company at an issue price of EUR 1.50 per share.

English translation - For information purposes

In this report, when reference is made to “outstanding dilutive instruments”, it refers, respectively, to the issuance of new shares upon exercise of the outstanding Share Options, the contribution of the Exact Sciences Earn-Out Consideration, the exercise of the Exact Sciences Warrants, the exercise of the OrbiMed Warrants, and the full placement of the ATM Facility.

Whether the outstanding Share Options, the Exact Sciences Warrants or the OrbiMed Warrants will be effectively exercised will ultimately depend on the decision of the respective holders thereof. Such decision will likely be in function of the market price of the shares of the Company at the moment of exercise, compared to their respective exercise prices. The respective holders will likely not exercise if the market price of the shares of the Company is less than the relevant exercise price.

Whether the Exact Sciences Earn-Out Consideration amount is due and converted into shares of the Company will depend on the fulfilment (or not) of the respective conditions provided by the asset purchase agreement, as amended from time to time. Furthermore, should an Exact Sciences Earn-Out Consideration amount be due by the Company to Exact Sciences, the Company can also ultimately opt to pay such Exact Sciences Earn-Out Consideration amount in cash rather than in shares.

Whether the full USD 50,000,000 amount is placed by the Company under the ATM Facility, the applicable issue prices for such placements and the total number of new shares issued under the ATM Facility will depend on the ultimate decision of the Company to proceed with such placements, the terms at which such placements are made (including the relevant USD market prices on Nasdaq used as reference to determine the relevant issue prices) and whether such placements are successful or not.

In order to reflect the maximum dilution below, it is assumed that none of the existing shareholders, holders of Share Options, OrbiMed or Exact Sciences will be granted with and will exercise any of the 2025 Share Options.

Each share in the Company currently represents an equal part of the share capital of the Company and provides for one vote in function of the part of the capital it represents. The issuance of the new shares upon exercise of the 2025 Share Options will lead to a dilution of the existing shareholders of the Company and of the relative voting power of each share in the Company.

The dilution relating to the voting right also applies, mutatis mutandis, to the participation of each share in the profit and liquidation proceeds and other rights attached to the shares of the Company, such as the statutory preferential subscription right in case of a capital increase in cash through the issuance of new shares or in case of the issuance of new subscription rights or convertible bonds.

English translation - For information purposes

Specifically, prior to the issuance of new shares upon exercise of the 2025 Share Options (and prior to the issuance of new shares pursuant the other outstanding dilutive instruments), each share of the Company participates equally in the profit and liquidation proceeds of the Company and each shareholder has a statutory preferential subscription right in case of a capital increase in cash or in case of the issuance of new subscription rights or convertible bonds. Upon the issuance of new shares upon exercise of the 2025 Share Options, the new shares to be issued will have the same rights and benefits as, and rank pari passu in all respects with, the existing and outstanding shares of the Company at the moment of their issuance and delivery, 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 and delivery of the new shares. As a result (and to the extent the new shares will be issued and subscribed for pursuant to the exercise of the 2025 Share Options), the participation by the existing shareholders in the profit and liquidation proceeds of the Company and their holders’ statutory preferential subscription right in case of a capital increase in cash, shall be diluted accordingly.

A similar dilution occurs upon exercise or conversion of the other outstanding dilutive instruments.

Furthermore, should the final exercise price of the new shares be below the fractional value of the existing shares of the Company (i.e., currently rounded EUR 4.126), to some extent, the issuance of the new shares might have a reduced voting right, a reduced participation in the profit and liquidation proceeds, and a reduced preferential subscription right. However, all of the new shares to be issued will have the same rights and benefits as, and rank pari passu in all respects with, the existing and outstanding shares of the Company. Therefore, in accordance with article 7:178 of the Belgian Companies and Associations Code, after the completion of the issuance of the new shares upon exercise of the 2025 Share Options, all of the Company’s outstanding shares will have the same (as the case may be adjusted) fractional value. This would entail that, at least conceptually, there would be a dilution of the voting right, the right to participate in the profit and liquidation proceeds, and the preferential subscription right of the existing shares of the Company to the benefit of the new shares.

Subject to the methodological reservations noted in paragraph 6.1, the evolution of the share capital and the number of shares, with voting rights attached thereto, of the Company as a result of the proposed issuance and exercise of all 3,500,000 2025 Share Options (and the subsequent issuance of 3,500,000 new shares resulting from it) is simulated below in a scenario before dilution due to outstanding dilutive instruments, as well as in a scenario after dilution due to outstanding dilutive instruments.

English translation - For information purposes

Evolution of the number of outstanding shares

Subject to the methodological reservations noted in paragraph 6.1, the table below reflects the evolution of the share capital, assuming the exercise of all 3,500,000 2025 Share Options and the subsequent issuance of 3,500,000 new shares resulting from it. The maximum amount of share capital increase (excluding issue premium) is computed by multiplying the number of new shares to be issued (i.e., 3,500,000) with the applicable issue price (as the relevant price is in each case lower than the fractional value of the shares of the Company (i.e., currently rounded EUR 4.126 per share)).

English translation - For information purposes

Evolution of the share capital(1)

Notes:

The evolution of the consolidated accounting net equity of the Company as a result of the exercise of the 2025 Share Options is simulated below.

The simulation is based on the audited consolidated annual financial statements of the Company for the financial year ended on December 31, 2024 (which have been prepared in accordance with the International Financial Reporting Standards, as adopted by the European Union (“IFRS”) and which have been submitted to the Company’s annual shareholders’ meeting for approval). The consolidated accounting net equity of the Company as at December 31, 2024 amounted to EUR13,001(’000) (rounded) (i.e., USD 14,841 (’000) (rounded)), on the basis of the Exchange Rate) or EUR 0.2627 (rounded) per share (based on 49,497,334 outstanding shares as at December 31, 2024). The simulation does not take into account any changes in the consolidated accounting net equity since December 31, 2024.

English translation - For information purposes

For further information on the Company’s net equity position on December 31, 2024, reference is made to the financial statements of the Company, which are available on the Company’s website.

Based on the assumptions set out above, as a result of the exercise of 2025 Share Options, without taking into account the other outstanding dilutive instruments, the Company’s accounting net equity on a consolidated basis, would be increased as indicated below:

Evolution of the consolidated accounting net equity

Notes:

The table above demonstrates that the issuance of the 3,500,000 2025 Share Options and the subsequent exercise of all 2025 Share Options will, from a pure accounting point of view, lead to an increase of the amount represented by each share in the consolidated accounting net equity of the Company.

The evolution of the market capitalisation as a result of the exercise of the 2025 Share Options is simulated below.

English translation - For information purposes

Subject to the methodological reservations noted in paragraph 6.1, the table below reflects the impact of the exercise of the 2025 Share Options, without taking into account the other outstanding dilutive instruments, on the market capitalisation and the resulting financial dilution at various price levels, assuming the exercise of all 3,500,000 2025 Share Options and the subsequent issuance of 3,500,000 new shares resulting from it.

After close of trading on Nasdaq on April 23, 2025, the Company’s market capitalisation was USD 85,135,414.48, on the basis of a closing price of USD 1.72 per share. Assuming that, following the exercise of the 2025 Share Options, without taking into account the other outstanding dilutive instruments, the market capitalisation increases exclusively with the funds raised on the basis of the parameters set out above, the new market capitalisation would then be rounded, respectively, to USD 1.7086, USD 1.7143 and USD 1.7257 per share. This would represent a (theoretical) financial dilution of 0.66% and 0.33% and a (theoretical) financial accretion of 0.33% per share, respectively.

Evolution of the market capitalisation and financial dilution

Notes:

English translation - For information purposes

It is expected that, in the context of the Company’s consolidated financial statements in accordance with the IFRS, the 2025 Share Options will be accounted for in accordance with (among others) IFRS 2 (“Share-based payment”). The actual application of the reporting standard, the timing of initial recognition and the valuation of the 2025 Share Options are still to be determined and assessed. The actual amount will ultimately depend on the actual exercise price of the relevant 2025 Share Options.

For a further discussion on the financial consequences of the proposed issuance of the 2025 Share Options and their subsequent exercise, the board of directors refers to the report prepared in connection therewith by the statutory auditor of the Company.

*                    *                    *

[signature page follows]

Done on April 25, 2025.

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On behalf of the board of directors,

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ANNEX

2025 SHARE OPTION PLAN

Exhibit 99.5

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Free English translation

This English version of the 2025 Share Option Plan of MDxHealth SA is a free translation of the original French version. In case of discrepancies between the original French version and this English version, the original French version shall prevail.

2025 SHARE OPTION PLAN

MDXHEALTH SA

MDxHealth SA ● Rue d’Abhooz 31 - CAP Business Center, 4040 Herstal, Belgium

 www.mdxhealth.com ●TVA BE 0479.292.440 RPM (Liège)

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ARTICLE 1 – PURPOSE OF THE PLAN

This 2025 Share Option Plan (the “Plan”) describes the general terms and conditions of the Share Options that the Company may grant to the Selected Participants.

The aim of the Plan is to realise the following corporate and human resources goals:

ARTICLE 2 – DEFINITIONS AND INTERPRETATION

The following terms shall have the following meaning for the purpose of the Plan:

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Except insofar as the context otherwise requires, (i) words denoting the singular shall include the plural and vice versa and (ii) words denoting the masculine gender shall include the feminine gender and vice versa.

ARTICLE 3 - TYPE AND NUMBER OF SHARE OPTIONS

The total number of Share Options issued under the Plan is of three million five hundred thousand (3,500,000). All of such Share Options may be incentive stock options within the meaning of Section 422 of the U.S. Internal Revenue Code of 1986, as amended. Only Personnel who are employees subject to U.S. taxation as of the applicable Date of Grant are eligible to receive such incentive stock options.

Each Share Option shall entitle a Selected Participant to acquire one (1) Share.

The new Shares to be issued at the occasion of the exercise of the Share Options shall have the same rights and benefits as, and rank pari passu in all respects, including with respect to entitlements to distributions and dividends, with the existing and outstanding Shares of the Company at the time of their issuance. They 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 issue of the new Shares.

A new Share shall represent the same fraction of the capital of the Company as the other outstanding Shares of the Company at that moment.

ARTICLE 4 - ADMINISTRATION

The Board of Directors shall administer the Plan. The Board of Directors shall have the possibility to delegate its powers or certain of its powers to certain persons of the management and/or to certain committees that may be established by the Board of Directors, in compliance with the Belgian Companies and Associations Code and the Company’s internal governance rules.

Subject to the provisions of the Plan and in as far as the decisions are in line with the purpose of the Plan, the Board of Directors, or any other committee created or person appointed by the Board of Directors, is entitled to determine, define and interpret all rules, regulations or other measures required or desirable for the administration of the Plan. The Board of Directors may terminate the Plan at any time. Share Options granted prior to such termination shall remain valid and exercisable in accordance with the Plan.

ARTICLE 5 - CONDITIONS OF THE SHARE OPTIONS

Except where the Board of Directors, or any other committee created or person appointed by the Board of Directors in accordance with article 4, decides otherwise, on a one to one basis, the Selected Participant shall owe no Share Option Price to the Company upon subscription for, or acceptance of, the Share Options.

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Should a Share Option Price be due, it would be recorded as an issue premium. This issue premium would be booked as a liability on the Company’s balance sheet under its equity, and the account to which the issue premium would be booked would serve, in the same way as the share capital, as a guarantee for third parties, and may only be reduced on the basis of a valid resolution of the general shareholders’ meeting passed in the manner required for an amendment to the Company’s articles of association.

The Exercise Price of a Share Option shall be determined by the Board of Directors, or any other committee created or person appointed by the Board of Directors in accordance with article 4, on the Date of the Grant thereof. Unless determined otherwise by the Board of Directors, or any other committee created or person appointed by the Board of Directors in accordance with article 4, prior to, at, or after the Date of Grant, the Exercise Price shall not be lower than the lower of (i) the price of the Shares on the stock market on which the Shares are listed and traded on the day prior to the Date of Grant (should the Shares or securities be listed on the Nasdaq, the Nasdaq must be used as market of reference), and (ii) the average price of the Shares on the relevant stock market on which the Shares are listed and traded during the period of 30 days preceding the Date of Grant of the relevant Share Option (should the Shares or securities be listed on the Nasdaq, the Nasdaq must be used as market of reference).

Upon exercise of Share Options and issue of new shares, the aggregate amount of the Exercise Price of the Share Options will be allocated the share capital of the Company. To the extent that the amount of the Exercise Price of the Share Option, per Share to be issued upon exercise of the Share Option, would exceed the fractional value of the then existing shares of the Company existing immediately prior to the issue of the new Shares concerned, a part of the Exercise Price, per Share to be issued upon exercise of the Share Option equal to such fractional value shall be booked as share capital, whereby the balance shall be booked as issue premium. In accordance with article 7:178 of the Belgian Companies and Associations Code, following the capital increase and issuance of new Shares, each new and existing Share shall represent the same fraction of the share capital of the Company.

Upon exercise of Share Options:

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The duration of a Share Option shall be ten (10) years as of their Date of Issuance. However, the Board of Directors, or any other committee created or person appointed by the Board of Directors in accordance with article 4, shall have the right to shorten this term. Unless a shorter term is provided by the Board of Directors, or any other committee created or person appointed by the Board of Directors in accordance with article 4, a Share Option is therefore (in any event) automatically null, void and of no value at 24:00 (midnight) CET on the tenth (10th) anniversary date of the Date of Issuance.

The Share Options are and shall remain registered, and shall be entered in the register of subscription right holders that shall be held at the registered office of the Company. The Company shall deliver to each Selected Participant and Beneficiary, free of charge, a certificate confirming that the Participant or Beneficiary is duly registered in the register of subscription right holders as owner of the Share Options.

The Selected Participant (in the Selected Participant’s capacity as holder of a Share Option) is not a shareholder of the Company, nor shall the Selected Participant have any rights or privileges, which as a rule belong to a shareholder of the Company, as long as the Share Options held by the Selected Participant have not been exercised.

ARTICLE 6 – TRANSFER OF THE SHARE OPTIONS

In case the holder of a Share Option is a natural person, the following will apply: in the event of the decease of a Selected Participant, all Share Options (including the Vested Share Options at the time of decease) shall be transferred to the Beneficiary of the Selected Participant and shall be (or remain as far as the Vested Share Options are concerned) exercisable at the time and under the terms established in this Plan.

Except for the transfer contemplated under article 6.1 above and except if the Board of Directors, or any other committee created or person appointed by the Board of Directors in accordance with article 4, were to allow a Transfer of the Share Options, the Share Options cannot be Transferred by a Selected Participant once they have been granted to a Selected Participant.

ARTICLE 7 - EXERCISE OF THE SHARE OPTIONS

Share Options can only be exercised during an Exercise Period (as specified in article 7.2 below) provided and to the extent that they have become Vested Share Options and have become exercisable (in accordance with article 7.1 below) prior to or during a certain Exercise Period.

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The vesting schedule of a Share Option, i.e. the dates and conditions upon which it shall become a Vested Share Option, shall be as set forth in this Plan, except where, for Share Options granted to Selected Participants in any capacity other than the capacity of non-executive director of the Company, the Board of Directors, or any other committee created or person appointed by the Board of Directors in accordance with article 4, determines otherwise and, for Share Options granted to Selected Participants in their capacity of non-executive director of the Company, the general shareholders’ meeting determines otherwise. The vesting schedule and the period before a Share Option can become exercisable can therefore be shorter than the periods as referred to below in this article 7.1.

Unless otherwise determined by the Board of Directors, or any other committee created or person appointed by the Board of Directors in accordance with article 4, the Share Options subscribed for by a Selected Participant in any capacity other than the capacity of non-executive director of the Company shall vest, i.e. become Vested Share Options, in installments of twenty-five percent (25%) per year during a period of four (4) years as of the Date of Grant, as follows:

During the second, the third, and the fourth years after the Date of Grant, the Share Options subscribed for by a Selected Participant in any capacity other than the capacity of non-executive director of the Company shall vest pro rata temporis on a quarterly basis, i.e. for a number that bears the same proportion to the maximum number of Share Options that can vest during that period as the number of (full) quarters that have passed during said given period bears to the total number of quarters of that period. For example, one year and seven months after the Date of Grant, a maximum of 37.5% of the Share Options granted to a Selected Participant could be Vested Share Options.

The Share Options granted to a non-executive director of the Company shall all vest, i.e. become Vested Share Options, on the date of the ordinary shareholders’ meeting that takes place in the calendar year following the calendar year where the Share Options were granted, provided that on the date preceding the date of the former ordinary shareholders’ meeting the mandate of such non-executive director of the Company has not terminated (without prejudice to section 7.1.3 of the Plan).

Notwithstanding the foregoing, all Share Options subscribed for by a Selected Participant shall automatically vest (if not yet vested) and become Vested Share Options in the event of a Change of Control over the Company.

The Selected Participants are allowed to exercise any Vested Share Options during any Exercise Period as of and from the moment where such Share Options became Vested Share Options. The rules set forth in section 7.1.3. below however prevail over the rules set forth in this section 7.1.2.

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Without prejudice to the provisions of the following paragraphs and unless otherwise determined by the Board of Directors, or any other committee created or person appointed by the Board of Directors in accordance with article 4, when (i) the Director’s mandate of a Selected Participant is terminated for other reasons than for breach of his/her duties as a Director, (ii) the employment agreement of a Selected Participant is terminated for other reason than for serious cause, or (iii) management or similar agreement of the Selected Participant is terminated for other reasons than breach of said agreement, in each such case the Selected Participant may exercise all his/her Share Options that have become Vested Share Options at the Date of Termination of the Selected Participant’s Director’s mandate, employment agreement, management agreement or similar agreement, as relevant, at the time and in accordance with the conditions set forth in the Plan, within a period of one year as from the Date of Termination of the Director’s mandate, employment agreement, management agreement or similar agreement.

Unless otherwise determined by the Board of Directors, or any other committee created or person appointed by the Board of Directors in accordance with article 4, the Vested Share Options that are not exercised within the period referred to in the previous paragraph shall automatically lapse and become null and void. The Share Options that have not become Vested Share Options at the Date of Termination of the Selected Participant’s Director’s mandate, employment agreement, management agreement or similar agreement, as relevant, automatically lapse and become null and void.

Upon termination of (i) the Director’s mandate of the Selected Participant for breach of his/her duties as a Director, (ii) the employment agreement of the Selected Participant for serious cause, or (iii) management or similar agreement of the Selected Participant for breach of said agreement, all Share Options granted to the Selected Participant shall, unless determined otherwise by the Board of Directors, or any other committee created or person appointed by the Board of Directors in accordance with article 4, whether vested or not, automatically become definitely non-exercisable as from the Date of Termination of the Selected Participant’s Director’s mandate, employment agreement, management agreement or similar agreement, as relevant.

In case the holder of a Share Option is a natural person, the following will apply: in the event of termination of the Director’s mandate, employment agreement, management agreement or similar agreement of the Selected Participant, as relevant, as a consequence of legal retirement, disability or serious disease, the (at that time) Vested Share Options shall remain exercisable for the remaining term of the Share Options pursuant to the terms and conditions set forth in the Plan.

Vested Share Options can only be exercised during the following periods: during the term of the Share Options, between 1 March and 31 March, and between 1 September and 30 September. Each Exercise Period shall close on the last Business Day of the particular Exercise Period.

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The Board of Directors, or any other committee created or person appointed by the Board of Directors in accordance with article 4, may, however, in its absolute discretion, provide for additional Exercise Periods and do so for instance in case of a Change of Control over the Company (e.g. in case all Share Options automatically vest in accordance with 7.1.1 in fine above).

A Selected Participant may exercise all or part of his/her Vested Share Options. However, it is not possible to exercise a Share Option with respect to fractions of Shares.

A Share Option shall be deemed to have been exercised upon receipt by the Company, at the latest on the last Business Day of the Exercise Period, of:

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ARTICLE 8 – CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY – EXERCISE OF THE SHARE OPTIONS BY VIRTUE OF LAW

Contrary to article 7:71 of the Belgian Companies and Associations Code, the Company explicitly reserves the right to take all possible decisions and to enter into all possible transactions that may have an impact on its capital, on the distribution of profits or on the distribution of liquidation proceeds or that may otherwise affect the rights of the Selected Participants.

Should the rights of the Selected Participant be affected by such decision or transaction, then the Selected Participant shall not be entitled to a change of the Exercise Price, a change of the exercise conditions or any other form of (financial or other) compensation, unless such a decision or transaction would have as its main purpose to prejudice the rights of the holders of the Share Options.

In case of a merger, de-merger or share split of the Company, the rights attached to the outstanding Share Options and/or Exercise Price of the Share Options, shall be adapted in accordance with the conversion ratios applied at the occasion of the merger, de-merger or share split to the other shareholders.

If a Share Option which is not exercisable or which cannot be exercised pursuant to the issuance conditions (as determined in this Plan) becomes prematurely exercisable on the basis of article 7:71 of the Belgian Companies and Associations Code and is also exercised pursuant to said article, the Shares obtained by exercising the Share Option shall not be transferable, unless explicitly agreed upon by the Board of Directors, or any other committee created or person appointed by the Board of Directors in accordance with article 4, until the time the underlying Share Options would have become exercisable in accordance with the Plan.

ARTICLE 9 – MISCELLANEOUS

The Company or a Subsidiary shall be entitled, in accordance with the applicable law or practice, to withhold from any cash payment made to a Selected Participant, and/or the Selected Participant shall be obliged to pay to the Company or to a Subsidiary (if requested for by the Company or a Subsidiary), the amount of any tax and/or social security contributions, if any, attributable to or payable in connection with the grant, vesting or exercise of any Share Options or attributable to or payable in connection with the delivery of the Shares.

The Company or a Subsidiary shall also be entitled, in accordance with the applicable law or practice, to make the necessary reporting, required as a result of the grant of Share Options, their vesting, their exercisability or the delivery of the Shares.

Stamp duties and other similar duties or taxes levied upon exercise of the Share Options and/or the delivery of the new Shares shall be borne by the Selected Participant.

Costs related to the capital increase that shall take place upon the exercise of the Share Options shall be borne by the Company.

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Belgian law governs the Plan. Disputes shall fall under the exclusive jurisdiction of the courts and tribunal of the jurisdiction where the Company has its registered office.

Share Options subscribed for in the framework of this Plan shall be governed by and construed in accordance with the laws of Belgium.

Each Notification to a Selected Participant shall be made to the address mentioned in the register of subscription rights holders or the relevant notice details as set out in the agreement between the Company and the Selected Participant pursuant to which the Share Options were granted. Each Notification to the Company, a Subsidiary or the Board of Directors, or any other committee created or person appointed by the Board of Directors in accordance with article 4, shall be validly made to the address of the registered office of the Company. Address changes must be communicated in accordance with this provision.

Notwithstanding any provision of the plan, the rights and obligations of a Selected Participant as determined under the terms of the Selected Participant’s employment agreement or management agreement or similar agreement with the Company or any Subsidiary shall not be affected by the Selected Participant’s participation in the Plan or by any right that the Selected Participant may have to participate therein. A Selected Participant who subscribes for Share Options pursuant to the Plan shall have no rights to compensation or damages in consequence of the termination of the Selected Participant’s employment agreement, or management agreement or similar agreement with the Company or a Subsidiary for any reason whatsoever, insofar as those rights arise or may arise from the termination of the rights which the Selected Participant would have or of the claims which the Selected Participant could make relating to the exercise of the Share Options under the Plan as a result of the termination of such Selected Participant’s employment agreement, or management agreement or similar agreement, or from the loss or reduction in value of the rights or advantages.