Biocartis : Articles of Association

"BIOCARTIS GROUP"

Limited Liability Company

which makes or has made a public call on savings at 2800 Mechelen, Generaal De Wittelaan 11 B

Register of Legal Persons Mechelen with Company number: 0505.640.808 VAT-liable

--------

COORDINATED ARTICLES OF ASSOCIATION AS PER OCTOBER 5, 2017.

Article 1 : Corporate form - Name

The company has the corporate form of a "naamloze vennootschap" (limited liability company) or "NV" in short.

The company is a company which makes or has made a public call on savings. Its name is "Biocartis Group".

The name must always be preceded or followed by the words "naamloze vennootschap" (limited liability company) or its abbreviation "NV".

Article 2 : Registered office

The registered office of the company is located at 2800 Mechelen (Belgium), Generaal De Wittelaan 11B, in the judicial district Antwerp, division Mechelen.

The board of directors may decide to transfer the registered office of the company in Belgium without amendment to the articles of association, insofar as this transfer does not cause a change in the language regime applicable to the company.

The company may, by a simple majority vote of the board of directors, establish additional administrative seats and operating seats, as well as offices and branches, both in Belgium and abroad.

Article 3 : Purpose

The purpose of the company is, as well in Belgium as abroad, as well in its own name and for its own account as in the name or for the account of third parties, alone or in co- operation with third parties:

1. to acquire by means of subscription, contribution, merger, co-operation, financial intervention or in any other way, an interest or a participation in all companies, businesses, enterprises, institutions or associations, whether already existing or still to be incorporated, without any distinction, both in Belgium and abroad.

2. to manage, increase the value of, and liquidate such participations or interests or rights and the researching of investment and disinvestment opportunities, as well as to directly or indirectly participate in the management, the administration, supervision and liquidation of the enterprises, companies, business activities, institutions and associations in which the company holds a participation or an interest or any other right.

3. to advise and assist, in any field of the conduct of business, the management and the administration of the enterprises, companies, business activities, institutions and associations in which it holds an interest or a participation or any other right, and, in general, to undertake all actions that wholly or partially, directly or indirectly, fall under the activities of a parent company.

4. to purchase, trade or otherwise acquire, to sell, rent, lease, parcel out, have constructed, have altered, have built on, all real estate or rights pertaining to real estate in Belgium and abroad, as well as to undertake all actions that are necessary, advantageous or useful for the managing and running of a realty patrimony of the company.

5. to purchase, sell, transfer, manage, liquidate and valorise all securities, shares, bonds, government securities, instruments and rights, as well as to undertake all actions that are necessary or useful for the managing of such assets of the company.

6. to research and develop equipment, products, tests, expertise and all products or services, directly or indirectly, wholly or partly, associated or affiliated therewith, for the medical and health sector, including but not limited to human and animal healthcare, pharmaceutical and para-pharmaceutical or biomedical industries, diagnostics and therapeutics, in vitro diagnostic activity, the more general life science activity, genetics, micro- and nanotechnology, and all this in the broadest sense, as well as the development and execution of research, systems, test systems, test equipment, products and services directly or indirectly, wholly or partly, associated or affiliated with the foregoing.

7. to produce, manufacture, industrialise and market in any manner, exploit and distribute all of the above mentioned products, appliances, tests, expertise and services and this in a direct or indirect manner.

8. to purchase, acquire, sell, transfer, exploit, take a licence or give a licence, realise, monetise, market and manage all types of intellectual properties, property and usage rights, patents, trademarks, drawings, licences or other intellectual properties or other rights attached to all the aforementioned activities and this in the broadest sense.

The company can :

• perform all so-called financial, movable and immovable transactions that, directly or indirectly, relate to the company's corporate purpose or which may benefit this corporate purpose;

• grant guarantees, act as agent or representative, and grant advances, credit facilities or securities, including mortgages, to any company, enterprise, association or person.

Article 4 : Duration

The company has been established for an indefinite duration.

Except in the event of dissolution by court order, the company can only be dissolved by an extraordinary general meeting of the shareholders with due observance of the legal requirements regarding the dissolution of companies.

Article 5 : Share Capital

1. At the incorporation of the company, the share capital was fixed at € 152,955.00 represented by 18,812 Shares which all were fully paid-up in consideration for the

   contribution in kind of 16,992 Common Shares and 1,820 Preferred F Shares of "BIOCARTIS SA", a company established under Swiss law, located at Ecublens, Switzerland and with company number CH-550.1.050.998-0.

2. By resolution of the extraordinary general shareholders' meeting of 25 November 2014, the share capital was increased with € 222,114,578.00 and was brought to

   € 222,267,533.00 through the issuance of 27,317,920 new Shares, numbered from 18,813 to 27,336,732, of which 24,673,872 Common Shares and 2,644,048 Preferred F Shares, which were granted as fully paid-up shares to the natural persons and legal persons who made the contribution in kind of

   • the full legal ownership of 24,425,686 common shares,

   • all rights, benefits and advantages of 248,186 additional common shares,

   • and the full legal ownership of 2,644,048 preferred F shares,

     being together all shares of the company incorporated under Swiss law, "BIOCARTIS SA", located at Ecublens (Switzerland), and with registered office 1015 Lausanne (Switzerland), Quartier Innovation EPFL-G, registered at the register of commerce of the canton de Vaud (Switzerland) under number CH- 113.721.204, and with federal number CH-550.1.050.998-0, of which they were owner, in a ratio of one (1) new Common Share, respectively one (1) Preferred F Share, of the limited liability company "BIOCARTIS GROUP", benefiting from the contribution, for one (1) existing common share, respectively one (1) existing preferred F share for

   • one (1) new Common Share (including each of the 396,970 Common Shares, of which all attached rights, benefits and advantages are contributed, and therefore not the immediate full ownership, as set forth in abovementioned report of the board of directors prepared in accordance with article 602 of the Belgian Company Code),

   • respectively one (1) existing Preferred F Share

     of aforementioned company "BIOCARTIS SA", which was contributed, and this for a total rounded contribution value of € 222,114,578.00

3. By resolution of the extraordinary general shareholders' meeting of 15 January 2015, the share capital was increased:

   • first with an amount of € 20,488,255.67 and was brought to

     € 242,755,788.67 through the issuance of 2,519,855 new Preferred F Shares, which were issued at the conventionally agreed average rounded price of 8.5373 per Share, resulting in an subscription price of € 21,512,795, including an issue premium of € 1,024,539.33, and which were immediately paid-up in cash;

   • subsequently with an amount of € 4,811,553.45 and was brought to

     € 247,567,342.12 through the issuance of 591,774 new Common Shares, which were issued at a price of rounded € 8.5373 per Share, resulting in a subscription price of € 5,052,158 in total (including an issue premium of

     € 240,604.55), and which were allocated as fully paid-up shares to the limited liability company incorporated under the laws of Switzerland "Debiopharm Diagnostics SA", located at Siviriez (Switzerland) and with registered office at 1677 Prez-vers-Siviriez (Switzerland), Route de la Glâne 123, registered zitch the registered of commerce of Canton de Fribourg (Switzerland) under number CHE-112.050.229 and with Federal number CH-550.1.042.160-6, and registered with the Crossroads Bank of

     Enterprises in Belgium with company number 0567.830.278 in consideration for the contribution in kind of all 2,253,262,501 shares of the limited liability company "MyCartis", located at 9052 Ghent, Technologiepark 4, RLP Ghent with company number 0866.952.940, VAT- liable, for a total contribution value of € 5,052,158.00;

     * finally with an amount of € 8,281.18 and was brought to € 247,575,623.30 through conversion in share capital of said amount extracted from the account "Issue premiums", on which the amount was credited pursuant to the capital increases described above, without the issuance of new shares.

4. By resolution of the extraordinary general shareholders' meeting of 13 April 2015:

   • the share capital, in view of the reduction of the fraction value of the existing shares of the company, and subject to the application of articles 612 and 613 of the Belgian Company Code, was reduced by € 247,271,139.69 and was reduced to € 304,483.61, without cancellation of the existing shares of the company, borne by each of the existing shares in the same manner and fully imputed on the fiscal paid-up share capital, whereby the amount of the capital reduction of € 247,271,139.69 was immediately booked from the account "Share capital" to "Issue premiums";

   • Under the condition precedent of the completion of the IPO Capital Increase, the subdividing of the shares into Common Shares and Preferred F Shares was cancelled.

5. By deed executed before Mr. Johan KIEBOOMS, associated notary public at Antwerp on 28 April 2015, the completion of the IPO Capital Increase was determined, which was resolved upon by the extraordinary general shareholders' meeting of 13 April 2015, and this for an amount of € 86,956.52, as a consequence of which the share capital of € 304,483.61 was brought to € 391,440.13 through the issuance of 8,695,652 new shares, which were issued at a price of € 11.50 per new share, and which were all immediately paid-up in cash. Additionally the amount of

   € 99,913,041.48 was fully booked on the account "Issue premiums".

6. By deed executed before Mr. Johan Kiebooms, associated notary public at Antwerp on 19 May 2015, the exercise of the "Over-allotment Warrant", upon which was resolved by the extraordinary general shareholders' meeting of 13 April 2015, was enacted for an exercise amount of € 14,999,990.50, as a consequence of which the share capital of € 391,440.13 was brought to € 404,483.60 through the issuance of 1,304,347 new shares, which were all issued at a price of € 11.50 per new share, and which were all fully paid-up in cash. Additionally the amount of € 14,986,947.03 was fully booked on the account "Issue premiums".

7. By deed executed before Mr. Johan Kiebooms, associated notary public at Antwerp on 3 June 2015, the exercise of 21.000 warrants "Stock Options 2013", upon which was resolved by the extraordinary general shareholders' meeting of 25 November 2014, was enacted, upon which the capital was raised with € 210 and increased to € 404.693,60 by issuance of 21.000 shares, and which were immediately paid-up in cash. Subsequently the balance of the subscription price of € 170.538,80 was booked on the account "Issuance Premium".

8. By deed executed before Mr. Johan Kiebooms, associated notary public at Antwerp on 6 October 2015, the exercise of 38.500 warrants "Stock Options 2013", upon which was resolved by the extraordinary general shareholders' meeting of 25 November 2014, was enacted, upon which the capital was raised with € 385 and