Biocartis : Special report statutory auditor pursuant to Art. 596 BCC

Issuance of shares with cancellation of the preferential subscription right

Statutory auditor's report in accordance with article 596 of the Belgian Company code

The original text of this report is in Dutch

To the board of directors of Biocartis Group NV (the 'company')

In accordance with article 596 of the Belgian Company Code, we have reviewed the attached special report of the board of directors of 27 November 2017. This report relates to the cancellation of the preferential subscription rights of the existing shareholders and, in so far as required, of the Campany's existing warrantholders in favor of a 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 the proposed capital increase under the authorized capital for a maximum amount (excluding share premium) of 89 339,50 EUR.

The purpose of this report is - according to said article - the following : Article 596:

"The general shareholders' meeting, which has to discuss and conclude on the capital increase, the issuance of convertible bonds or the issuance of warrants, can, taking into account the requirements with respect to quorum and majority required for an amendment to the articles of association, in the interest of the company, limit or cancel the preferential subscription right. The proposal thereto has to be specifically mentioned in the invitation.

The board of directors justifies its proposal in a detailed report that specifically relates to the issuance price and to the financial consequences of the transaction for the shareholders. A report has to be drafted by the statutory auditor or, in his absence, by a certified auditor assigned by the board of directors, or by an external accountant, assigned in the same way, in which he states that the financial and accounting information, included in the report of the board or directors, is accurate and sufficient to inform the general shareholders' meeting that has to vote on this proposal. The reports are deposited at the Court Registry of Commerce, in

accordance with article 75. They are mentioned in the agenda. A copy can be obtained in accordance with article 535.

The absence of the reports mentioned in this article has the annulment of the decision of the general shareholders' meeting as a consequence.

The decision of the general shareholders' meeting to limit or cancel the preferential subscription right has to be deposited at the Court Registry of Commerce, in accordance with article 75."

(

Deloitte Bedrijfsrevisoren / Reviseurs d'Entreprises

Burgerlijke vennootschap onder de vorm van een cooperatieve vennootschap met beperkte aansprakelijkheld / Soclete civile sous forme d'une societe cooperative a responsabilite llmltee

Registered Office : Gateway building, Luchthaven Nationaal 1J, B-1930 Zaventem

VAT BE 0429 .053 .863 - RPR Brussel/RPM Bruxelles - BAN BE 17 2300 0465 6121 - BIC GEBABEBB

Member of Deloitte Touche Tohmatsu Limited

Biocartis Group NV

Issuance of shares with cancellation of the preferential subscription right

Statutory auditor's report in accordance with article 596 of the Belgian Company code

In our opinion the financial and accounting information, in the attached special report of the board of directors as of 27 November 2017 is accurate and sufficient to inform the board of directors, who act in accordance with the authorized capital and ultimately the shareholders, on the proposed cancellation of the preferential subscription right of the existing shareholders in the framework of the proposed capital increase under the authorized capital for a maximum amount (excluding share premium) of 89 339,50 EUR.

This report is intended solely for the use of the board of directors and the shareholders of the company in the framework of the cancellation of the preferential subscription right as described above. It therefore cannot be used for any other purpose.

Zaventem, 27 November 2017

BV o.v.v.e. CVBA / SC s.f.d. SCRL

Represented by Gert Vanhees

Enclosure :

• Special report of the board of directors of 27 November 2017, in accordance with article 596 of the Code of Companies relating to the cancellation of the preferential subscription rights of the existing shareholders and, in so far as required, of the Company's existing warrantholders in favor of a 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 the framework of the proposed capital increase under the authorized capital for a maximum amount (excluding share premium) of 89 339,50 EUR.

2

Unofficial English translation - For information purposes only

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 owe 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