Biocartis : Special board report pursuant to Art. 596 BCC

Limited Liability Company (Naamloze Vennootschap) Generaal De Wittelaan 11/B

2800 Mechelen Belgium

Company Number VAT BE 0505.640.808 (RLP Antwerp, division Mechelen) (the "Company")

1. INTRODUCTION

   This special report has been prepared by the board of directors of the Company in accordance with Article 596 of the Belgian Companies Code and relates to 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, in so far as required, of the Company's existing warrantholders, in connection with a proposed increase of the share capital of the Company in the framework of the authorised capital with a maximum amount of EUR 89,339.50 (excluding issue premium) through the issuance of a maximum of 8,933,950 new shares, to be offered via a private placement, through an accelerated bookbuilding procedure, to a broad group of currently unidentified Belgian and foreign institutional, qualified and/or professional investors (including, subject to applicable securities law rules and regulations, natural persons), in and outside of Belgium (the "Transaction").

   In particular, the board of directors notes that the statutory preferential subscription right is not dis-applied in favour of one or more specified persons, within the meaning of Article 598 of the Belgian Companies Code.

   In this report, the board of directors explains and clarifies the proposed dis-application of the preferential subscription right in connection with the proposed increase of the share capital in the framework of the Transaction and, more particularly, the issue price of the new shares and the financial consequences of the Transaction for the shareholders (including with respect to their participation in the results and the share capital of the Company).

   This special report must be read together with the report prepared in accordance with Article 596 of the Belgian Companies Code by the Company's statutory auditor, Deloitte Bedrijfsrevisoren BV ovve CVBA, a civil company having the form of a cooperative company with limited liability organised and existing under the laws of Belgium, with registered office at Luchthaven Nationaal 1J, 1930 Zaventem, Belgium, represented by Mr. Gert Vanhees, auditor.

2. AUTHORISED CAPITAL

   By virtue of the resolution of the extraordinary general shareholders' meeting of the Company held on 13 April 2015, as published by excerpt in the Annexes to the Belgian Official Gazette of 13 May 2015 under number 15069280, the board of directors of the Company has been granted certain powers to increase the Company's share capital in

   the framework of the authorised capital. The powers under the authorised capital have been set out in Article 10 of the Company's Articles of Association.

   Pursuant to the authorisation granted by the extraordinary general shareholders' meeting, the board of directors was authorised to increase the share capital of the Company in one or more transactions with a maximum amount of EUR 391,440.13 (excluding issue premium). The authorisation is valid for a period of five years as from 13 May 2015.

   The capital increases that can be effected in accordance with the aforementioned authorisation can take place by means of contributions in cash or in kind, by capitalisation of reserves, whether available or unavailable for distribution, and capitalisation of issue premium, with or without the issuance of new shares with or without voting rights. The board of directors may also use the authorisation for the issuance of convertible bonds or warrants, bonds with warrants or other securities.

   When exercising its powers under the authorised capital, the board of directors is authorised to limit or dis-apply the statutory preferential subscription right of the shareholders (within the meaning of Article 592 and following of the Belgian Companies Code) in the interest of the Company. This limitation or dis-application of the preferential subscription right can also be done in favour of members of the personnel of the Company or its subsidiaries or in favour of one or more specific persons, other than members of the personnel of the Company or its subsidiaries.

   The board of directors has used its powers under the authorised capital in November 2016, for an amount of EUR 40,589.17 (excluding issue premium), through the issuance of 4,058,917 new shares. The board of directors therefore still has the authority under the authorised capital to increase the Company's share capital with an aggregate amount of EUR 350,850.96 (excluding issue premium).

3. PROPOSED TRANSACTION
4. Structure of the Transaction

   In accordance with Article 10 of the Company's Articles of Association, the board of directors envisages to increase the share capital of the Company in the framework of the authorised capital through a contribution in cash of a maximum amount of EUR 89,339.50 (excluding issue premium) by issuing a maximum number of 8,933,950 new shares.

   If not all of the offered new shares are subscribed for, the proposed capital increase can nevertheless be completed for up to all or part of the subscriptions that the Company will have received and accepted at the applicable issue price, which will be determined as set forth below, and provided that the board of directors, or the placement committee that shall be established by the board of directors (the "Placement Committee"), so decides.

   Even if all offered new shares are subscribed for, the capital increase can be completed by issuing less shares than the number of subscriptions received by the Company at the applicable issue price, which will be determined as set forth below and provided that the board of directors or the Placement Committee so decides. The board of directors or the Placement Committee may, for the avoidance of doubt, also decide not to complete the contemplated capital increase, even if all or part of the offered new shares are subscribed for.

   The subscription period shall start at the earliest on the day of the board meeting approving the contemplated capital increase and shall end at the latest thirty (30) days

   after the opening of the subscription period. The board of directors or the Placement Committee is, however, authorised to already increase the share capital of the Company at any time during the subscription period up to the number of subscriptions that the Company will already have received and accepted at that time. The board of directors or the Placement Committee is also authorised to lengthen or shorten the subscription period and/or to prematurely end the subscription period, at its sole discretion, even if the offered new shares have not or have only partially been subscribed for.

5. Dis-application of the preferential subscription right of the existing shareholders

   In the framework of the contemplated capital increase, the board of directors proposes to dis-apply the preferential subscription right of the Company's existing shareholders and, in so far as required, of the Company's existing warrantholders, in accordance with Article 596 of the Belgian Companies Code, in order to allow J.P. Morgan Securities plc ("J.P. Morgan"), Kempen N.V. ("Kempen"), KBC Securities SA/NV ("KBC Securities") and Bank Degroof Petercam SA/NV and its fully owned subsidiary Degroof Petercam Corporate Finance SA/NV (collectively, "Degroof Petercam", and together with J.P. Morgan, Kempen & Co and KBC Securities, the "Joint Bookrunners") to offer the new shares to a broad group of currently unidentified Belgian and foreign institutional, qualified and/or professional investors (including, subject to applicable securities law rules and regulations, natural persons), in and outside of Belgium, in the framework of a private placement through an accelerated bookbuilding procedure.

6. Issue price of the new shares

   The Joint Bookrunners shall be instructed by the Company to proceed with a so-called accelerated bookbuilding procedure with a broad group of currently unidentified Belgian and foreign institutional, qualified and/or professional investors (including, subject to applicable securities law rules and regulations, natural persons), in and outside of Belgium, that are to be contacted by the Joint Bookrunners during the subscription period in order to solicit their interest to subscribe for the shares that are to be issued by the Company in the framework of the Transaction.

   The issue price of all of the new shares to be issued shall at least be equal to the fractional value (fractiewaarde) of the existing shares, i.e., EUR 0.01 per share. The board of directors or the Placement Committee shall determine the amount of the issue premium in consultation with the Joint Bookrunners and shall consequently determine the final issue price (consisting of the fractional value plus issue premium), inter alia taking into account the results of the above mentioned accelerated bookbuilding procedure.

   The amount by which the issue price of the new shares shall exceed the fractional value of the existing shares of the Company (i.e., EUR 0.01) shall be booked as issue premium. This issue premium shall be accounted for on the liabilities side of the Company's balance sheet under its net equity. The account on which the issue premium shall be booked shall, like the share capital, serve as the guarantee for third parties and can, except for its incorporation into the share capital, only be reduced on the basis of a lawful resolution of the general shareholders' meeting passed in the manner required for an amendment to the Company's Articles of Association.

7. Admission to trading of the new shares

   The Company shall make the necessary filings and applications, all as required by applicable regulations, in order to permit an admission to trading on the regulated market of Euronext Brussels immediately following the issuance of the new shares.

8. The rights attached to the new shares

   The new shares to be issued will have the same rights and benefits as, and rank pari passu in all respects, including as to entitlement to dividends, with, the existing and outstanding shares of the Company at the moment of their issuance and will be entitled to distributions in respect of which the relevant record date or due date falls on or after the date of issuance of the new shares.

9. JUSTIFICATION OF THE PROPOSED TRANSACTION

   The board of directors believes that the Transaction is in the interest of the Company because the Transaction will improve the net equity position of the Company. Biocartis currently envisages using the net proceeds of the placement of the new shares to fund the expansion of the Idylla™ test menu and applications, its sales and marketing activities, the ongoing increase of its cartridge manufacturing capacity, and for working capital and other general corporate purposes.

   The proposed Transaction may furthermore allow the Company to further strengthen its image with investors, both on a national and an international level, which may be in the interest of the further development of the Company's activities and any future capital markets transactions. The Transaction may also allow the Company to broaden its shareholders' structure, both on a national and an international level, which may improve both the stability of the shareholders' structure of the Company and the liquidity of the Company's shares as traded on Euronext Brussels.

10. JUSTIFICATION OF THE ISSUE PRICE OF THE NEW SHARES

    The issue price of the new shares shall at least be equal to the fractional value of the existing shares of the Company, i.e., EUR 0.01 per share.

    The amount of the issue premium and, hence, the total issue price of the new shares (fractional value plus issue premium) shall be determined by the board of directors or by the Placement Committee, in consultation with the Joint Bookrunners, on the basis of the results of the aforementioned accelerated bookbuilding procedure that is organised by the Joint Bookrunners. During this process, interested investors can indicate to the Joint Bookrunners their interest to subscribe for the new shares, as well as the number of shares and the issue price at which they are willing to subscribe for the new shares. Such bookbuilding procedure constitutes, in the opinion of the board of directors, a fair and objective method on the basis of which a justified issue price can be determined.

11. JUSTIFICATION OF THE DIS-APPLICATION OF THE PREFERENTIAL SUBSCRIPTION RIGHT

The board of directors proposes to proceed with the contemplated increase of the share capital of the Company in the framework of the authorised capital and with the issuance of the new shares without preferential subscription right of the existing shareholders and, in so far as required, of the existing warrantholders. The board of directors hence proposes to dis-apply the preferential subscription right of the existing shareholders and, in so far as required, of the existing warrantholders, in connection with the contemplated Transaction.

The dis-application of the preferential subscription right of the existing shareholders and, in so far as required, of the existing warrantholders, allows the Joint Bookrunners to offer the new shares directly to a broad group of currently unidentified Belgian and foreign