UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number 001-40996

MDXHEALTH SA

(Translation of registrant’s name into English)

CAP Business Center

Zone Industrielle des Hauts-Sarts

4040 Herstal, Belgium

+32 4 257 70 21

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒    Form 40-F ☐

MDXHEALTH SA

MDxHealth SA (the “Company”) hereby furnishes the attached documents in connection with its Ordinary and Extraordinary General Shareholders’ Meetings to be held on Thursday, May 28, 2026 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 as will be indicated at that place at that time.

The information in the attached Exhibits 99.1-99.6 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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)

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 Thursday, May 28, 2026, 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 Thursday, June 25, 2026, 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 December 31, 2025, (b) the report of the statutory auditor on the (non-consolidated) statutory financial statements of the Company for the financial year ended on December 31, 2025, and (c) the report of the statutory auditor on the consolidated financial statements of the Company for the financial year ended on December 31, 2025.

Submission of, discussion on, and approval of the annual (non-consolidated) statutory financial statements for the financial year ended on December 31, 2025, 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 December 31, 2025 and to approve the allocation of the annual result as proposed by the board of directors.

Submission of, and discussion on, the consolidated financial statements of the Company for the financial year ended on December 31, 2025.

Discharge from liability of the directors for the exercise of their mandates during the financial year ended on December 31, 2025.

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 December 31, 2025, 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 December 31, 2025.

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 December 31, 2025, for the performance of its mandate during that financial year.

The board of directors recommends that (a) Michael K. McGarrity, be re-appointed as director of the Company for a term of three years, (b) Ahok BV, represented by Koen Hoffman as permanent representative, be re- appointed as director of the Company for a term of two years, and (c) Dr. Sanford Jay Siegel be re-appointed as director of the Company for a term of two years.

Proposed resolutions:

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 2029), (2) Ahok BV, represented by Koen Hoffman, director and chair of the board of directors (until 2028), (3) Dr. Sanford Jay Siegel, director (until 2028), (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).

Taking into account the recommendation and preference of the audit committee, the board of directors recommends that BDO Réviseurs d’Entreprises SRL, represented by Evy Borry as permanent representative, be re-appointed as statutory auditor of the Company for a term of three years, up to and including the closing of the ordinary general shareholders’ meeting to be held in 2029 which will have decided upon the financial statements for the financial year ended on December 31, 2028.

Proposed resolution: Taking into account the recommendation of the board of directors upon recommendation and preference of the audit committee, the general shareholders’ meeting resolves to re-appoint BDO Réviseurs d’Entreprises SRL, represented by Evy Borry as permanent representative, as statutory auditor of the Company for a term of three years, up to and including the closing of the ordinary general shareholders’ meeting to be held in 2029 which will have decided upon the financial statements for the financial year ended on December 31, 2028. For the duration of its mandate, the annual remuneration of the statutory auditor of the Company shall be EUR 275,000 (excluding VAT, taxes and expenses, as applicable) for the audit of the consolidated accounts of the group and the audit of the (non-consolidated) statutory financial statements of the Company, but excluding the audit of the financial statements in accordance with PCAOB GAAP for the purpose of filing in the United States of America. These fees are subject to a yearly indexation based on the standard index (consumer price index).

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 resolutions: The agenda and proposed resolutions 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:

Proposed resolution: The general shareholders’ meeting resolves to approve the issuance of 3,000,000 new subscription rights for shares of the Company, called the “2026 Exact Sciences Warrants”, and 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 holders of outstanding subscription rights (share options) of the Company, for the benefit of Exact Sciences. To this end, the general shareholders’ meeting resolves as follows:

Submission of and discussion on:

Proposed resolution: The general shareholders’ meeting resolves to approve the issuance of 3,000,000 2026 Share Options, pursuant to a share option plan named the “2026 Share Option Plan”, and to dis-apply, in the interest of the Company, the statutory 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 the Selected Participants. In view thereof, the general shareholders’ meeting resolves as follows:

Consideration, discussion and submission of the special report of the board of directors in accordance with article 7:199 of the Belgian Companies and Associations Code relating to the proposal to renew the powers granted to the board of directors under the authorized capital, as set out below in item 6 of the agenda, and setting out the specific circumstances in which the board of directors will be able to use its powers under the authorized capital, and the purposes that it should pursue.

In order to allow the board of directors the flexibility to raise additional equity-based financing as and when the need may arise or an opportunity would present itself, the board of directors proposes that it be granted limited powers under the authorized capital to increase the Company’s share capital by a maximum amount of 100% during a term of five (5) years, all as further set out below. For further information on the circumstances in which the board of directors could make use of the authorized capital and the objectives that the board of directors would pursue with the authorized capital, see also the special report referred to in item 5 of the agenda.

Proposed resolution: The general shareholders’ meeting resolves to renew the authorization to the board of directors to increase the share capital in one or several times, during a period of five (5) years as from the publication in the Annexes to the Belgian Official Gazette of this authorization, with an aggregate amount equal to up to 100% of the amount of the share capital of the Company, and this in accordance with the terms and conditions set forth in the special report of the board of directors prepared in accordance with article 7:199 of the Belgian Companies and Associations Code, as referred to in agenda item 5 of this extraordinary general shareholders’ meeting. Consequently, the general shareholders’ meeting resolves to delete article 6 “Authorized capital” of the articles of association of the Company entirely and to replace it with the following text (whereby the date referred to in the sub-section between square brackets shall be the date of the general shareholders’ meeting approving the renewed authorized capital, and the amount referred to in the sub-section between brackets shall be the amount of the Company’s share capital at the time of the general shareholders’ meeting approving the authorized capital):

“Article 6: Authorized capital

The board of directors is authorized to increase the share capital of the company on one or several occasions by a maximum aggregate amount of [100% of the company’s share capital at the time of the adoption of the new authorized capital].

The board of directors may increase the share capital by contributions in cash or in kind, by capitalization of reserves, whether available or unavailable for distribution, and capitalization of issue premiums, with or without the issuance of new shares, for no consideration or for consideration with an issue price below, at, or above the fractional value of the then existing shares, with or without voting rights, that will have the rights as will be determined by the board of directors. Subject to applicable law, the board of directors is also authorized to use this authorization for the issuance of convertible bonds or subscription rights, bonds with subscription rights or other securities.

This authorization is valid for a period of five years as from the date of publication in the Annexes to the Belgian Official Gazette of an extract of the minutes of the extraordinary general shareholders’ meeting of the company held on [date of the general shareholders’ meeting approving the authorized capital].

In the event of a capital increase decided by the board of directors within the framework of the authorized capital, all issue premiums booked, if any, will be accounted for in accordance with the provisions of these articles of association.

The board of directors is authorized, when exercising its powers within the framework of the authorized capital, to restrict or cancel, in the interest of the company, the preferential subscription rights of the shareholders. This restriction or cancellation of the preferential subscription rights can also be done in favor of members of the personnel of the company or of its subsidiaries, or in favor of one or more persons other than members of the personnel of the company or of its subsidiaries.

The board of directors is authorized, with the right of substitution, to amend the articles of association, after each capital increase that has occurred within the framework of the authorized capital, in order to bring them in conformity with the new situation of the share capital and the shares.”

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 resolutions referred to in the aforementioned agenda of the extraordinary general shareholders’ meeting shall be passed if they are 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 December 18, 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:

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, May 22, 2026, at midnight (12:00 a.m., Belgian time) (the “Registration Date”). Only persons owning securities issued by the Company on Friday, May 22, 2026, 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 shareholders’ 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:

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.

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 Tuesday, May 26, 2026 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”.

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.

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)

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 Thursday, May 28, 2026, 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 ………………………………2026

Signature……………………………

Exhibit 99.3

...........................................2026

(date)

...............................................................................................

(nom / name)

...............................................................................................

(signature)

Exhibit 99.4

Free English translation - For information purposes only

Free English translation

This English version of the 2026 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.

2026 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)

Free English translation - For information purposes only

ARTICLE 1 – PURPOSE OF THE PLAN

This 2026 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 realize 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:

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 (3,000,000). 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

5.1 Share Option Price

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.

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.

5.2 Exercise Price

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 shall be allocated to 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 existing shares of the Company 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:

5.3 Term (duration) of the Share Options

The duration of a Share Option shall be ten (10) years as of its 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.

5.4 Registered nature

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.

5.5 Rights as a shareholder

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

6.1 Decease

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.

6.2 Transferability of the Share Options

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.

7.1 Vesting and exercisability of the Share Options

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.

7.1.1 General vesting mechanism of the Share Options

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.

7.1.2 Exercisability of the Share Options

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.

7.1.3 Consequences of termination of a Director’s mandate, employment agreement, management agreement or similar agreement

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.

7.1.4 Consequences of legal retirement, disability or serious disease

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.

7.2 Exercise Period

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.

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).

7.3 Partial exercise

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.

7.4 Exercise procedure

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:

7.5 Conditions for the issuance of Shares

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

8.1 Change in the capital structure of the Company

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.

8.2 Exercise of the Share Options by virtue of law

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

9.1 Taxes and social security

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.

9.2 Costs

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.

9.3 Applicable law and competent courts

Belgian law governs the Plan. Disputes shall fall under the exclusive jurisdiction of the courts and tribunals 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.

9.4 Notifications

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.

9.5 Relation to Selected Participant’s agreement

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.

Exhibit 99.5

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE US SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Mdxhealth

Limited Liability Company

Registered office: CAP Business Center, Zone Industrielle des Hauts-Sarts

Rue d’Abhooz 31, 4040 Herstal, Belgium
VAT BE 0479.292.440 Register of Legal Entities Liège, division Liège

2026 Exact sciences Warrants

Terms and Conditions

The present terms and conditions (hereinafter referred to as the “Conditions”) contain the issue and exercise conditions of the subscription rights, named “2026 Exact Sciences Warrants” (the “Warrants”), issued by MDxHealth SA, a limited liability company (société anonyme) organized and existing under the laws of Belgium, with registered office at CAP Business Center, Zone Industrielle des Hauts-Sarts, Rue d’Abhooz 31, 4040 Herstal, Belgium, registered with the register for legal entities (registre des personnes morales) under number 0479.292.440 (RLP Liège, division Liège) (the “Company”) on [●], 2026 (the “Issue Date”) following the fourth amendment to the asset purchase agreement entered by and between the Company and Genomic Health, Inc. (“Exact Sciences”) on August 2, 2022, pursuant to which, among other things and subject to the terms and conditions included in the asset purchase agreement, Exact Sciences agreed to sell and assign, and the Company agreed to purchase and assume, the business of developing, marketing and performing the Oncotype DX Genomic Prostate Score test.

Subject to, and in accordance with, the terms and conditions set forth in the Conditions:

“Affiliate” means, when used with respect to a Person, any Person that controls, is controlled by or is under common control with such Person, for so long as such control exists. For the purposes of this definition, the word “control” (including, with correlative meaning, the terms “controlled by” or “under the common control with”) means the actual power, either directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity, whether by the ownership of more than fifty percent (50%) of the voting shares of such entity, or by contract or otherwise.

“Belgian Companies and Associations Code” means the Belgian Companies and Associations Code of 23 March 2019, as amended from time to time, and the rules and regulations promulgated thereunder.

“Business Day” means a day on which banks are generally open for business in Brussels (Belgium) and New York (United-States), excluding Saturdays and Sundays.

“Holder” means a Person from time to time who entered in the warrant register of the Company as a holder of one or more Warrants.

“Person” means any individual or natural person, any legal entity with separate legal personality, partnership, joint venture, (joint share) corporation, association, limited liability company, trust, unincorporated organization, or any governmental entity (or any department, agency or political subdivision thereof).

“Trading Day” means any day on which the Shares are traded on the Nasdaq Capital Market, or, if the Nasdaq Capital Market is not the principal trading market for the Shares, then on the principal securities exchange or securities market on which the Shares are then traded.

“Share” means any ordinary share (aandeel / action) outstanding from time to time representing the Company’s share capital.

The Warrants have a Term starting as from their issuance and ending on (and including) 18:00 hours on the Expiration Date. A Warrant automatically expires and becomes invalid (caduque) by operation of law on 18:00 hours on the Expiration Date, unless it is exercised prior to such time by the Holder thereof in accordance with the terms and conditions set forth in these Conditions.

The Shares to be issued upon each exercise of the Warrants shall 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 at the moment of their issue 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 their issue.

Upon subscribing for or otherwise acquiring Warrants, and upon an exercise of Warrants, the Holder thereof shall (and shall be deemed to) provide to the Company the following representations, warranties, agreements, covenants, undertakings and acknowledgements:

The Company represents and warrants to each Holder as follows:

Schedule 1

Form of Confirmation

Dear all,

The present letter (the “Confirmation”) is sent on behalf of MDxHealth SA, a limited liability company (société anonyme) organized and existing under the laws of Belgium, with registered office at CAP Business Center, Zone Industrielle des Hauts-Sarts, Rue d’Abhooz 31, 4040 Herstal, Belgium, registered with the register for legal entities (registre des personnes morales) under number 0479.292.440 (RLP Liège, division Liège) (the “Company”).

Reference is made to the 2026 Exact Sciences Warrants that have been issued by the Company on [●] (the “Warrants”). Capitalized words and expressions used herein will, unless otherwise defined herein, have the same meaning as in the terms and conditions of the Warrants (the “Conditions”).

The Company hereby confirms to the Holder that on [date] the Holder was registered in the warrant register of the Company as the owner of [number] Warrants.

The aforementioned Warrants are in registered form, and the present Confirmation does not constitute a bearer instrument incorporating any rights to the aforementioned Warrants, and does not confer any rights to the Warrants.

On behalf of the Company:

Schedule 2

Form of Exercise Notice

Dear all,

The present letter (the “Exercise Notice”) is sent on behalf of [[name], a company organised and existing under the laws of [jurisdiction], with registered office at [address] and registered with [applicable company register] under number [number] [Drafting note: for legal entity]/[[name], of [nationality], residing at [address] [Drafting note: for natural person]] (the “Holder”).

Reference is made to the 2026 Exact Sciences Warrants that have been issued by MDxHealth SA, a limited liability company (société anonyme) organized and existing under the laws of Belgium, with registered office at CAP Business Center, Zone Industrielle des Hauts-Sarts, Rue d’Abhooz 31, 4040 Herstal, Belgium, registered with the register for legal entities (registre des personnes morales) under number 0479.292.440 (RLP Liège, division Liège)) (the “Company”) on [●] (the “Warrants”). Capitalized words and expressions used herein will, unless otherwise defined herein, have the same meaning as in the terms and conditions of the Warrants (the “Conditions”).

The Holder hereby:

On behalf of the Holder:

Exhibit 99.6

***Unofficial English translation - For information purposes only ***

MDXHEALTH

Limited Liability Company

(Société anonyme)

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, Section Liège)

_________________________________________________

SPECIAL Report of the Board of Directors
in accordance with Article 7:199 OF the Belgian Companies AND ASSOCIATIONS Code
_________________________________________________

This special report has been prepared by the board of directors of MDxHealth SA (the “Company”) in accordance with article 7:199 of the Belgian Companies and Associations Code (as amended from time to time) (the “Belgian Companies and Associations Code”). It relates to the proposal to renew the powers of the board of directors of the Company to increase the Company’s share capital within the framework of the authorized capital within the limits set out in this special board report, and sets out the circumstances in which the board of directors will be able to use its powers under the authorized capital and the purposes that it should pursue. This proposal shall be submitted to the extraordinary general shareholders’ meeting of the Company to be held before a notary public on May 28, 2026 (or on June 25, 2026, should the required attendance quorum not be reached at the first meeting).

The current authorization to the board of directors to increase the share capital of the Company within the framework of the authorized capital was granted by the extraordinary general shareholders’ meeting held on June 30, 2023, and expires on July 7, 2028.

So far, the board of directors has used its powers under the current authorized capital on (i) October 20, 2023, by the issuance of 2,500,000 new shares for an aggregate amount of EUR 831,123.31 (all booked as share capital, without issue premium), (ii) September 27, 2024, by the issuance of 20,000,000 new shares for an aggregate amount of EUR 35,858,359.48 (all booked as share capital, without issue premium), (iii) October 29, 2024, by the issuance of 2,209,241 new shares for an aggregate amount of EUR 4,084,379.73 (all booked as share capital, without issue premium), and (iv) October 1, 2025, by the issuance of 1,867,186 new shares for an aggregate amount of EUR 3,866,208.91 (all booked as share capital, without issue premium). As a result, under the current authorized capital, the board of directors is still authorized to increase the Company’s share capital by an aggregate amount of EUR 118,831,558.15 (excluding issue premium, if any). Furthermore, on April 30, 2024, the board of directors also reserved a total amount of EUR 80,000,000.00 to proceed with capital increases within the framework of the authorized capital, subject to certain conditions. While this amount has not yet been utilized by the board of directors, taking into account a hypothetical capital increase for the full amount, under the current authorized capital, the board of directors would still be authorized to increase the Company’s share capital by a total amount of EUR 38,831,558.15 (excluding issue premium, if any).

In addition, under existing agreements and facilities, the Company may be required to issue additional new shares on an expedited basis, within the framework of the authorized capital, while the current authorized capital will expire in approximately two years from the date of this report (i.e., July 7, 2028).

In view of the above, in accordance with article 7:199 of the Belgian Companies and Associations Code, the board of directors proposes to the extraordinary general shareholders’ meeting of the Company to be authorized, for a period of five years as from the publication of such authorization in the Annexes to the Belgian Official Gazette, to increase the share capital of the Company in one or several times with a maximum amount of up to hundred percent (100%) of the share capital at the time of the general shareholders’ meeting approving the authorized capital.

It should be noted that the aforementioned authorization is not intended as a defense mechanism against a takeover bid as it does not authorize the board of directors to increase the share capital of the Company with restriction or cancellation of the preferential subscription right of the shareholders after the Financial Services and Markets Authority (FSMA) has notified the Company of a public takeover bid for the Company’s shares, subject to the provisions of article 7:202 of the Belgian Companies and Associations Code.

If approved by the shareholders, article 6 of the articles of association of the Company will read as follows (whereby the date referred to in the sub-section between square brackets shall be the date of the general shareholders’ meeting approving the renewed authorized capital, and the amount referred to in the sub-section between brackets shall be the amount of the Company’s share capital at the time of the general shareholders’ meeting approving the authorized capital):

“Article 6: Authorized capital

The board of directors is authorized to increase the share capital of the company on one or several occasions by a maximum aggregate amount of [100% of the company’s share capital at the time of the adoption of the new authorized capital].

The board of directors may increase the share capital by contributions in cash or in kind, by capitalization of reserves, whether available or unavailable for distribution, and capitalization of issue premiums, with or without the issuance of new shares, for no consideration or for consideration with an issue price below, at, or above the fractional value of the then existing shares, with or without voting rights, that will have the rights as will be determined by the board of directors. Subject to applicable law, the board of directors is also authorized to use this authorization for the issuance of convertible bonds or subscription rights, bonds with subscription rights or other securities.

This authorization is valid for a period of five years as from the date of publication in the Annexes to the Belgian Official Gazette of an extract of the minutes of the extraordinary general shareholders’ meeting of the company held on [date of the general shareholders’ meeting approving the authorized capital].

In the event of a capital increase decided by the board of directors within the framework of the authorized capital, all issue premiums booked, if any, will be accounted for in accordance with the provisions of these articles of association.

The board of directors is authorized, when exercising its powers within the framework of the authorized capital, to restrict or cancel, in the interest of the company, the preferential subscription rights of the shareholders. This restriction or cancellation of the preferential subscription rights can also be done in favor of members of the personnel of the company or of its subsidiaries, or in favor of one or more persons other than members of the personnel of the company or of its subsidiaries.

The board of directors is authorized, with the right of substitution, to amend the articles of association, after each capital increase that has occurred within the framework of the authorized capital, in order to bring them in conformity with the new situation of the share capital and the shares.”

The board of directors is of the opinion that the renewal of the authorized capital is necessary to meet the needs of the Company as a Nasdaq listed company.

In principle, changes to the share capital are decided by the Company’s general shareholders’ meeting. Such resolution by the general shareholders’ meeting must satisfy the quorum and majority requirements that apply to an amendment of the articles of association. This means that a shareholders’ resolution to increase the Company’s share capital is only passed provided that at least 50% of the share capital of the Company is present or represented at the general shareholders’ meeting, and provided that the resolution is approved by 75% of the votes cast at the meeting. In the event the required attendance quorum of 50% is not present or represented at the first meeting, a second meeting can be convened through a new notice, and the second general shareholders’ meeting may validly deliberate and decide regardless of the number of shares present or represented.

Subject to the same quorum and majority requirements for an increase of the share capital, the Company’s general shareholders’ meeting may also authorize the board of directors, within certain limits, to increase the Company’s share capital without further approval of the shareholders. This is the so-called authorized capital.

The technique of the authorized capital offers the board of directors a degree of flexibility and expedience that may be necessary to ensure optimal management of the Company and the financing of its operations. The prior disclosures, formalities and time windows to convene a general shareholders’ meeting and obtain a general shareholders’ meeting approval to effect a capital increase are detailed, numerous, and often cannot be reconciled with the speed with which market opportunities arise and disappear again. For example, the time to convene a general shareholders’ meeting (including a second meeting if the required attendance quorum of 50% of the shares is not reached at the first meeting) can take approximately one to two months for a U.S. listed company. During this period, market circumstances can change significantly. If the board of directors is not able to seize potential market opportunities that arise, this could be to the disadvantage of the Company. In addition, if market circumstances no longer allow for a capital increase at favorable conditions after a general shareholders’ meeting has been convened, this could also be to the disadvantage of the Company.

The board of directors intends to use the abovementioned powers under the authorized capital in circumstances where, in the interest of the Company, the convening of a general shareholders’ meeting would be undesirable or not appropriate. Such circumstances could for instance arise when:

The board of directors would be able to use its powers under the authorized capital to issue shares, share options, subscription rights, or other securities with disapplication of the preferential subscription right to the benefit of the members of the personnel of the Company or of its subsidiaries, or to the benefit of one or more specified persons other than members of the personnel of the Company or of its subsidiaries.  

The board of directors would be able to use its powers under the authorized capital to raise capital, inter alia:

* * *

[signature page follows]

Done on April 27, 2026.

On behalf of the board of directors,