SPX International Governance

THE YEAR TWO THOUSAND TWENTY-SIX

On the twenty-sixth day of June

At Ixelles, at the Notary’s office, 11 Boulevard de la Plaine.

Before us, Maître Olivier BROUWERS, Notary Public in Ixelles.

THERE APPEARED

The Extraordinary General Assembly of the members of the non-profit association “SHARED PATIENT EXPERIENCE”, having its registered office at 13 Rue de la Tour, 4180 Hamoir, Belgium, registered with the Register of Legal Entities of Liège, Huy Division, under company number 0728.543.244.

The association was incorporated by a private deed dated 5 June 2019, published in the Annexes to the Belgian Official Gazette on 19 June 2019 under number 19321824. Its articles of association were subsequently amended by minutes of a General Assembly executed under private signature on 23 June 2022, published in the Annexes to the Belgian Official Gazette on 27 June 2023 under number 23082979.

BUREAU

The meeting was opened at 12:00 noon under the chairmanship of Ms. STRAGA So Yung, residing at 13 Rue de la Tour, 4180 Hamoir, whose full particulars are set out below.

She appointed as Secretary:

Mr. PAEMEN Joep, residing at Hoogvorstweg 1, 3080 Tervuren.

Both of them also acted as scrutineers.

COMPOSITION OF THE GENERAL ASSEMBLY

Present or represented were the members whose surnames, first names and addresses are listed in the attendance register, which shall remain attached to these minutes.

Also present or represented were the directors of the association, as listed in the attendance register.

Accordingly, the appearance before us, the Notary, is recorded as set out in the aforementioned attendance register, to which the parties declare they refer. This attendance register, signed by the Chair and the Secretary, who acknowledged it to be accurate, has been endorsed as an annex signed by us, the Notary.

The proxies referred to in the attendance register shall remain attached thereto.

STATEMENT OF THE CHAIR

The Chair states and requests the undersigned Notary to record the following:

A. Agenda

1. Reports prior to the conversion of the association into an international non-profit association.

   a) Pursuant to Article 14:47 of the Belgian Code of Companies and Associations, the report of the Board of Directors justifying the proposed conversion of the association; attached to this report is a statement summarising the association’s assets and liabilities as at 31 March 2026.

   b) Pursuant to Article 14:47 of the Belgian Code of Companies and Associations, the report of Bureau Comptable et Fiscal Christian Haot SRL, acting as external certified accountant, on the summary statement of the association’s assets and liabilities attached to the report of the Board of Directors.

2. Conversion of the association into an international non-profit association.

3. Adoption of an abbreviated name.

4. Amendment of the wording of the association’s purpose and activities.

5. Adoption of the articles of association of an international non-profit association in accordance with the Belgian Code of Companies and Associations.

6. Address of the registered office.

7. Resignations and appointments.

8. Granting of powers for the implementation of the resolutions to be adopted on the foregoing agenda items.

The following documents were attached:

• the draft new articles of association;

• a proxy form for representation at the General Assembly;

• the report of the Board of Directors, including the statement of assets and liabilities as at 31 March 2026;

• the report of the external certified accountant.

The Chair places on the table a copy of the notice convening the General Assembly, together with its annexes and proof of dispatch.

C. Quorum

The association currently has 93 members.

The attendance register shows that 36 members are present or represented, representing less than two-thirds (2/3) of the members.

However, a first General Assembly, having the same agenda and held before Notary Olivier BROUWERS in Ixelles on 5 June 2026, was unable to validly deliberate because the statutory quorum was not met.

Accordingly, the present General Assembly may validly deliberate and adopt resolutions on all agenda items regardless of the number of members present or represented.

D. Voting requirements

For the proposals on the agenda to be adopted, they must receive the number of votes required by law and by the articles of association.

E. Voting Rights

Each member is entitled to one vote.

DETERMINATION OF THE VALIDITY OF THE GENERAL ASSEMBLY

The statement of the Chair is acknowledged by the General Assembly to be accurate. The General Assembly declares itself to have been validly constituted and duly empowered to deliberate on the items on the agenda.

DELIBERATIONS

The General Assembly proceeds to consider the agenda and, after due deliberation, unanimously adopts the following resolutions:

First Resolution: Reports prior to the conversion of the association into an international non-profit association

The General Assembly unanimously waives the reading by the Chair of the report of the Board of Directors referred to in Article 14:47 of the Belgian Code of Companies and Associations, setting out the reasons for the proposed conversion of the association, of the statement attached thereto, and of the report of Bureau Comptable et Fiscal Christian Haot SRL, having its registered office at 8 Rue de la Station, 4180 Hamoir, represented by Mr Thomas RENETTE, the above-mentioned external certified accountant, on the statement attached to the report of the Board of Directors, as referred to in Article 14:47 of the Belgian Code of Companies and Associations.

Each member further acknowledges having received a copy of these documents and having taken cognisance thereof.

The report of Mr Thomas RENETTE, external certified accountant, concludes as follows:

“The Board of Directors of the non-profit association has attached to this report, as Appendix 1, a statement summarising the association’s assets and liabilities, drawn up as at a date not more than three months prior to the date of this report.It follows from this statement that, as at 31 March 2026, the net assets amount to EUR 2,268.98, with a balance sheet total of EUR 125,944.75.

Description	Amount (EUR)
Total assets	125,944.75
Provisions (-)	0.00
Liabilities (-)	123,675.77
Net book value of formation expenses	0.00
Net book value of research and development expenses	0.00
TOTAL NET ASSETS	2,268.98

 

Based on our review, we have not identified any facts that would lead us to believe that the summary statement of assets and liabilities has not been prepared, in all material respects, in accordance with the applicable accounting framework, or that the net assets shown in the summary statement of assets and liabilities prepared by the Board of Directors are materially overstated.

With regard to trade receivables, invoice No. 19 dated 26 June 2024 issued to Anap for an amount of EUR 4,000.00 remains outstanding and will have to be cancelled by means of a credit note following the non-renewal of its membership.”

A copy of the aforementioned reports and statement shall remain attached hereto.

Vote: This resolution is unanimously adopted.

Second Resolution: Conversion of the association into an international non-profit association

Pursuant to Article 14:46 of the Belgian Code of Companies and Associations, the General Assembly decides to change the legal form of the association without any change to its legal personality and to adopt the form of an international non-profit association.

The reserves shall remain unchanged, as shall all assets and liabilities, depreciation, write-downs and revaluations. The international non-profit association shall continue the accounting records and bookkeeping maintained by the non-profit association.

The international non-profit association shall retain the enterprise number of the non-profit association, namely 0728.543.244.

The conversion is carried out on the basis of the statement of assets and liabilities of the association drawn up as at 31 March 2026, a copy of which is included in the report of Mr Thomas RENETTE, external certified accountant.

All transactions carried out by the non-profit association since that date shall be deemed to have been carried out on behalf of the international non-profit association.

Vote: This resolution is unanimously adopted.

Third Resolution: Adoption of an abbreviated name

The General Assembly decides to adopt, in addition to its full name, an abbreviated name for the association, namely “SPX”.

Vote: This resolution is unanimously adopted.

Fourth Resolution: Amendment of the purpose and activities of the association

In order to bring the wording of the articles of association into compliance with the Belgian Code of Companies and Associations and to enable the association to carry out, on an ancillary basis, commercial, industrial or financial transactions, whether movable or immovable, the General Assembly decides to amend the article of the articles of association relating to the purpose and activities of the association as follows:

“The association has the disinterested purpose of international utility of developing, promoting, disseminating and supporting any initiative aimed at improving and enhancing the patient experience (in the broadest sense of the term) within healthcare services and medico-social sectors, irrespective of their care setting and in all national and cultural contexts.

Within the framework of this purpose, the Association acts in a spirit of sharing and according to a pragmatic approach.

In order to achieve this disinterested purpose, the association shall pursue the following activities, both in Belgium and abroad, on its own behalf or on behalf of its members:

Promotion and Development

• Promote any initiative aimed at optimising and/or improving the patient experience, in both public and private sectors, regardless of the country concerned.

• Contribute to the design, analysis, development and evaluation of any patient care model, by promoting intercultural and interdisciplinary exchanges.

Listening to and Inclusion of the Patient Voice

• Collect all forms of testimony from patients, their relatives, carers, etc.

• Promote and encourage the use of collection tools, such as PREMs, PROMs, etc.

Knowledge Consolidation and Dissemination

• Collect, produce and widely disseminate resources and knowledge (documents, initiatives, programmes, tools, practical experiences, training materials, etc.) relating to patient experience.

• Establish and facilitate thematic working groups (reflection, development of training programmes, support to institutions, etc.), and organise knowledge-sharing events (congresses, conferences, webinars, workshops, institutional visits, etc.) in order to disseminate good practices and stimulate innovation in the field of patient experience.

Research and Expertise

• Support, encourage and carry out any research project (whether academic, clinical or organisational) relating to patient experience, whether funded or not.

• Establish thematic working groups composed of members of the Association to conduct reflections, field studies and evaluations.

Training and Skills Development

• Develop and deliver training, mentoring and coaching programmes intended for healthcare professionals, managers of healthcare institutions and representatives of international organisations.

• Support organisations, healthcare institutions and partner structures in the implementation and monitoring of policies or projects aimed at improving the patient experience.

Partnerships and Collaborations

• Support and collaborate with other similar international associations, intergovernmental organisations, NGOs, universities, think tanks, public or private institutions and international networks operating in similar or complementary fields, with a view to improving and disseminating the patient experience.

• Enter into any agreements, contracts, procurement arrangements and alliances, whether remunerated or not, with any natural or legal person, as well as with any public or private, national or international organisation, for the implementation of its activities and projects.

• Respond to calls for projects issued by the European Commission’s Directorate-General for Health.

• Participate in all WHO initiatives and actions related to patient experience.

Resources and Asset Management

• Acquire, own, whether in full ownership or in enjoyment, all movable and immovable property necessary or useful for achieving its objectives, and manage such property autonomously, including disposing of it or transferring its use.

• Obtain and manage all sources of funding (membership fees, grants, donations, sponsorship, income from training activities and events) and, where applicable, carry out ancillary profit-making activities strictly related to its statutory purpose.

The association generally has full legal capacity to perform all acts and transactions directly or indirectly related to its purpose or which may directly or indirectly, wholly or partially, facilitate the achievement of such purpose. It may therefore also carry out all economic transactions, whether movable or immovable, subject to the conditions and/or limitations provided for by Articles 181 and 182 of the Belgian Income Tax Code.

However, it may not distribute or provide, directly or indirectly, any financial advantage to its founders, members, directors or any other person, except for the disinterested purpose defined in the articles of association.

It may participate, by way of association, contribution, merger, financial intervention or otherwise, in any companies, associations or undertakings whose purpose is identical, similar or related to its own, or which may promote the purposes and activities described above.

It may act as director or liquidator in other associations.

It may provide guarantees or grant security interests for legal entities whose purpose is identical, similar or related to its own, or which may promote the activities and purposes described above, in the broadest sense.”

Vote: This resolution is unanimously adopted.

Fifth Resolution: Adoption of the articles of association of an international non-profit association compliant with the Belgian Code of Companies and Associations

As a consequence of the foregoing resolutions, the General Assembly decides to adopt entirely new articles of association, which are in conformity with the Belgian Code of Companies and Associations.

The General Assembly declares and decides that the text of the new articles of association shall be drafted as follows:

PREAMBLE

The Association aims to promote, from an international perspective and in all fields relating to patients, the effective consideration of the voice, needs, expectations and lived experience of patients, including where patients are unable to express these directly.

Within this framework, the Association pursues an objective of general interest aimed at improving the organisation, quality and efficiency of healthcare systems and healthcare pathways, by promoting better integration of the patient experience into the practices of healthcare professionals, healthcare institutions, public authorities and all relevant stakeholders.

The Association acts in the collective interest of its members and intends to contribute to reflection, development and dissemination of best practices relating to patient experience. It promotes exchanges, cooperation and knowledge-sharing between professionals, institutions and organisations involved in patient care, as well as between the various disciplines and sectors involved in healthcare pathways.

For this purpose, the Association may in particular encourage research, analysis and dissemination of knowledge, support the preparation of studies and recommendations, organise or promote conferences, symposiums, workshops, publications or other scientific or professional initiatives, and contribute to public and institutional debates relating to the development of healthcare systems and the improvement of patient experience.

The Association may also represent the collective interests of its members before national and international organisations, public authorities, European or international institutions, as well as any body or organisation concerned with health policies, healthcare practices and the organisation of healthcare systems.

In all of its activities, the Association acts on a non-profit basis and exclusively pursues objectives of collective interest. Any surplus generated through its activities shall be entirely allocated to the achievement of its corporate purpose and may under no circumstances be distributed to its members.

TITLE I: LEGAL FORM – NAME – REGISTERED OFFICE – PURPOSE – DURATION

Article 1. Name and legal form

The Association takes the form of an international non-profit association.

It is named “SHARED PATIENT EXPERIENCE”, abbreviated as “SPX”.

The full name and the abbreviated name may be used together or separately.

Article 2. Registered office

The registered office is established in the Brussels-Capital Region.

It may be transferred to any location within the Brussels-Capital Region or within the French-language region of Belgium, by a simple decision of the Board of Directors, which shall have full powers to have any resulting amendment to the articles of association formally recorded, without this transfer resulting in any change to the language of the articles of association.

Article 3. Disinterested purpose and object

The Association has the disinterested purpose of international utility of developing, promoting, disseminating and supporting any initiative aimed at improving and enhancing the patient experience (in the broadest sense of the term) within healthcare services and medico-social sectors, regardless of their care setting and in all national and cultural contexts.

Within the framework of this purpose, the Association acts in a spirit of sharing and according to a pragmatic approach.

In order to achieve this disinterested purpose, the Association shall pursue the following activities, both in Belgium and abroad, on its own behalf or on behalf of its members:

Promotion and Development

• Promote any initiative aimed at optimising and/or improving the patient experience, in both public and private sectors, regardless of the country concerned.

• Contribute to the design, analysis, development and evaluation of any patient care model, by promoting intercultural and interdisciplinary exchanges.

Listening to and Inclusion of the Patient Voice

• Collect all forms of testimony from patients, their relatives, carers, etc.

• Promote and encourage the use of collection tools, such as PREMs, PROMs, etc.

Knowledge Consolidation and Dissemination

• Collect, produce and widely disseminate resources and knowledge (documents, initiatives, programmes, tools, practical experiences, training materials, etc.) relating to patient experience.

• Establish and facilitate thematic working groups (reflection, development of training programmes, support to institutions, etc.), and organise knowledge-sharing events (congresses, conferences, webinars, workshops, institutional visits, etc.) in order to disseminate good practices and stimulate innovation in the field of patient experience.

Research and Expertise

• Support, encourage and carry out any research project (whether academic, clinical or organisational) relating to patient experience, whether funded or not.

• Establish thematic working groups composed of members of the Association to conduct reflections, field studies and evaluations.

Training and Skills Development

• Develop and deliver training, mentoring and coaching programmes intended for healthcare professionals, managers of healthcare institutions and representatives of international organisations.

• Support organisations, healthcare institutions and partner structures in the implementation and monitoring of policies or projects aimed at improving patient experience.

Partnerships and Collaborations

• Support and collaborate with other similar international associations, intergovernmental organisations, NGOs, universities, think tanks, public or private institutions and international networks operating in similar or complementary fields, with a view to improving and disseminating patient experience.

• Enter into any agreements, contracts, procurement arrangements and alliances, whether remunerated or not, with any natural or legal person, as well as with any public or private, national or international organisation, for the implementation of its activities and projects.

• Respond to calls for projects issued by the European Commission’s Directorate-General for Health.

• Participate in all WHO initiatives and actions related to patient experience.

Resources and Asset Management

• Acquire and own, whether in full ownership or in enjoyment, all movable and immovable property necessary or useful for achieving its objectives, and manage such property autonomously, including disposing of it or transferring its use.

• Obtain and manage all sources of funding (membership fees, grants, donations, sponsorship, income from training activities and events) and, where applicable, carry out ancillary profit-making activities strictly related to its statutory purpose.

Article 4. Duration

The Association is established for an unlimited duration.

TITLE II: MEMBERS

Article 5. Categories of members

§ 1. The Association is composed of members assimilated to founding members and effective members.

The number of members may not be less than ten (10).

Natural persons or legal entities willing to acknowledge, promote and support the purpose of the Association are eligible to become members of the Association.

§ 2. The following are members assimilated to founding members:

• those who took the initiative to establish the Association and drafted these articles of association.

The members assimilated to founding members shall ensure consistency between the implementation of the strategy and the mission and values defined for the Association. Members assimilated to founding members shall have the right to bear this title for as long as the Association continues its activities while respecting its initial purpose.

Members assimilated to founding members are effective members. They automatically become directors, unless they expressly state their wish not to do so.

§ 3. The following are effective members:

• members assimilated to founding members as referred to above;

• natural persons and legal entities (including patients and patient associations) who meet the following criteria:

• Not being in disagreement with the purpose, missions and values of the Association.
• Wishing to contribute to the purpose of the Association.
• Agreeing to share practices and knowledge.

§ 4. Effective members enjoy the full extent of the rights granted to members by the Belgian Code of Companies and Associations or by these articles of association.

They have the right to attend and vote at meetings of the General Assembly, either in person or through their representative appointed in accordance with these articles of association.

Effective members have the right to apply for appointment as a director if a position is vacant.

Membership as an effective member includes, among other things, the right to discounts on paid activities organised by the Association.

Effective members have the following membership obligations:

• To contribute, according to their means, to the achievement of the purpose and activities of the Association and to participate in the life of the Association.

• To refrain from any action likely to harm its purpose or activities, or the independence or reputation of the Association.

§ 5. Effective members shall incur no personal liability for the debts or any other commitments of the Association, nor for any other liability of whatever nature.

Article 6. Admission of members

§ 1. The application for admission as an effective member shall be submitted through the online membership form or by email to the secretariat, for review by the Executive Office.

§ 2. The application shall include the contact details of the natural person or legal entity and acceptance of these articles of association.

§ 3. The Executive Office shall have full and discretionary authority to decide whether effective member status shall be granted. The Executive Office shall not be required to justify its decision, and no appeal may be lodged against the decision of the Executive Office.

Article 7. Membership fees

§ 1. Members shall pay an annual membership fee, the amount of which and, where applicable, the applicable fee categories shall be determined each year by the General Assembly, upon proposal of the Executive Office, during the meeting approving the annual budget.

§ 2. Membership fees shall be payable no later than within one month following the anniversary date of the member’s admission to the Association.

§ 3. Upon proposal of the Executive Office, the General Assembly may grant, for any category, full or partial exemptions from membership fees, as well as determine payment arrangements (instalments, single payment, etc.). The General Assembly may establish as many membership fee categories as necessary.

§ 4. Amounts received as membership fees constitute the Association’s own resources and shall be allocated to the Association.

Article 8. Termination of membership

§ 1. Membership as an effective member shall terminate in accordance with these articles of association or upon dissolution of the Association.

§ 2. Any effective member shall have the right to resign at any time by sending an email to the Association’s secretariat.

§ 3. An effective member who fails to pay the membership fee within the applicable deadlines shall be deemed to have resigned.

§ 4. Membership as an effective member shall automatically terminate upon death or loss of legal capacity if the member concerned is a natural person.

Membership as an effective member shall automatically terminate upon dissolution, bankruptcy or judicial reorganisation if the member concerned is a legal entity.

§ 5. The Executive Office is authorised to exclude an effective member at the request of at least three effective members or in the following cases:

• In the event of a serious breach by such effective member of the provisions of these articles of association or of any other regulations of the Association.

• If the conduct of such effective member is dishonourable or contrary to the purpose of the Association.

§ 6. The exclusion of an effective member shall be decided by the Executive Office by a majority vote of the effective members present or represented at the meeting. The decision shall take effect from the date of the decision. The excluded effective member shall be immediately informed by email.

§ 7. A resigning or excluded effective member may not claim any rights over the assets of the Association and may not request reimbursement of membership fees paid.

§ 8. A resigning or excluded effective member may not request or require any statement of account, settlement of accounts, affixing of seals or inventory.

TITLE III: ADMINISTRATION – CONTROL

Article 9. Composition of the Board of Directors

§ 1. The Association is administered by a Board of Directors composed of a minimum of ten (10) effective members and a maximum of thirty (30) effective members.

The composition of the Board of Directors shall be distributed as follows:

• Eleven (11) founding effective members, who are directors by right;

• The other directors (19), elected by the General Assembly, within the limit of thirty (30) directors in total.

§ 2. The directors are appointed by the General Assembly for a maximum term of four (4) years.

However, by way of derogation from the foregoing, the duration of the first term of office (starting from the incorporation of the Association) of members assimilated to founding members shall be six (6) years.

§ 3. A member who works as a professional within a healthcare institution shall have priority over other candidates in order to maintain, as far as possible, a majority of members who are active field practitioners.

§ 4. Outgoing directors are eligible for re-election, without limitation as to the number of renewals.

The mandate of outgoing directors who are not re-elected shall end immediately after the General Assembly that proceeded with the re-election.

§ 5. The mandate of a director may be suspended if such director does not respond to a request from the Board of Directors or from a person delegated by it, in order to obtain information or documents concerning such director in connection with publications in the Belgian Official Gazette or the UBO register.

§ 6. The mandate of a director shall end upon death or loss of legal capacity if the director is a natural person; upon dissolution, bankruptcy or judicial reorganisation if the director is a legal entity; upon resignation, removal by the General Assembly, or expiry of the mandate.

§ 7. Each director is free to resign at any time by sending formal notice by email to the Chair of the Association.

The director may himself take all necessary steps to make the termination of his mandate enforceable against third parties.

Any director shall remain required to continue performing his duties after resignation until a replacement has been appointed within a reasonable period.

§ 8. Where a legal entity assumes a mandate as a member of the Board of Directors, it shall appoint a natural person as its permanent representative responsible for carrying out this mandate in the name and on behalf of such legal entity.

Article 10. Chairmanship of the Board of Directors

The Board of Directors shall elect a Chair from among its members.

The Board may also appoint a Vice-Chair, a Treasurer and/or a Secretary. It may also create new positions where necessary.

Article 11. Convening the Board of Directors

§ 1. The Board of Directors shall meet at least four (4) times per year and as often as it deems necessary at the request of the Chair or two (2) directors, either in person or by videoconference.

§ 2. The notice of meeting shall be sent by email by the Secretary, on behalf of the Chair. The notice shall specify the agenda, date, time, location and method of holding the meeting; it shall be sent at least fifteen (15) days in advance.

Supporting documents shall be sent to all directors at least five (5) calendar days before the meeting.

§ 3. Directors have the right to propose items for the agenda up to seven (7) calendar days before the meeting.

§ 4. The Board of Directors shall be chaired by the Chair or, in the Chair’s absence, by the Vice-Chair.

§ 5. Experts or guests may be invited by the Chair or the directors to attend the meeting.

Article 12. Deliberations of the Board of Directors

§ 1. Each director shall have one vote.

Each director may be represented at the meeting by another director by means of a written proxy submitted to the secretariat before the meeting. Each director may hold only one proxy.

§ 2. Guests and experts attending the meeting shall not have voting rights.

§ 3. The Board of Directors shall be deemed validly constituted and shall have the necessary quorum to deliberate and decide when at least half of the directors are present, virtually present or represented at the meeting.

§ 4. The Board of Directors may only validly deliberate and decide on matters not included on the agenda if all its members are present at the meeting and give their consent.

§ 5. Decisions shall be adopted by a simple majority of the votes of the directors present. In the event of a tie, the vote of the Chair (or the Vice-Chair in the absence of the Chair) shall be decisive.

Deliberations shall be recorded in a digital register of minutes (secure cloud, electronic signature, time-stamped PDF), signed by the Chair and the Secretary.

§ 6. For urgent matters, a written decision procedure by email may be initiated by the Chair. Decisions of the Board of Directors shall then be adopted by unanimous consent of all directors, expressed in writing.

Article 13. Conflict of interest

If a director has a direct or indirect personal interest concerning a decision or transaction of the Board of Directors, that director must inform the Board of Directors before any decision is taken, leave the meeting and waive the right to vote on that decision.

Article 14. Minutes of the Board of Directors

§ 1. The decisions of the General Assembly shall be recorded in minutes and entered into a digital register of minutes (secure cloud, electronic signature, time-stamped PDF), signed by the Chair of the Association.

§ 2. A copy of the minutes shall be sent to each director by email.

Article 15. Powers of the Board of Directors

§ 1. The Board of Directors has the power to perform all acts of management, administration and representation necessary or useful for achieving the purpose and objectives of the Association, with the exception of those reserved by law or by these articles of association to the General Assembly.

§ 2. The Board of Directors shall take decisions independently within the scope of its powers, including, without limitation:

• Preparing meetings of the General Assembly and implementing its decisions;

• Organising and controlling accounting in accordance with Belgian law;

• Preparing the annual accounts and all management reports for approval by the General Assembly;

• Preparing the budget for approval by the General Assembly;

• Signing all deeds and contracts; settling disputes, acquiring, exchanging, disposing of or mortgaging movable or immovable property, borrowing, entering into leases, accepting legacies, grants, donations and transfers, opening and operating any bank account, etc.;

• Representing and binding the Association in all judicial and extrajudicial acts;

• Amending the articles of association.

Only the following amendments to the articles of association must be received by authentic deed:

• amendments relating to the powers, method of convening and method of decision-making of the General Assembly of the Association, as well as the conditions under which its resolutions are brought to the attention of its members;

• amendments relating to the conditions for amending the articles of association;

• amendments relating to the conditions for dissolution and liquidation of the Association and the disinterested purpose to which the Association must allocate its assets in the event of dissolution.

Furthermore, any amendment to the articles of association relating to the precise description of the disinterested purpose pursued by the Association and of the activities constituting its object must be approved by Royal Decree.

§ 3. Without prejudice to the general power of representation of the Board of Directors acting as a body, the Association shall be validly bound, in and out of court, by all acts signed jointly by two directors.

They shall not be required to provide proof of their powers to third parties.

Article 16. Remuneration of directors

§ 1. All mandates within the Board of Directors are exercised on a gratuitous basis. Unless otherwise decided by the General Assembly or provided for in these articles of association, directors shall not be entitled to any remuneration in consideration of their duties.

§ 2. Operating expenses (travel, accommodation, meals, etc.) shall be covered by the Association to the extent reasonably possible and subject to prior approval by the Executive Office.

Article 17. Daily management – Executive Office

§ 1. The Board of Directors may delegate the daily management of the Association, for an indefinite period, to one or more natural persons who are directors and who may act jointly or separately.

§ 2. The Executive Office shall consist, at a minimum, of the Chair, the Vice-Chair and the Secretary.

§ 3. Together, they form the Executive Office, whose daily management includes acts and decisions relating to the activities of the Association that do not require the intervention of the Board of Directors.

Daily management includes both acts and decisions that do not exceed the needs of the Association’s day-to-day operations and acts and decisions which, either because of their limited importance or because of their urgent nature, do not require the intervention of the Board of Directors.

§ 4. The delegates responsible for daily management may, with regard to such management, grant special mandates to any authorised representative.

§ 5. The Board of Directors shall determine the duties and any remuneration of the delegates responsible for daily management. It may revoke their mandates at any time.

Article 18. Supervision of the Association

§ 1. The Association may entrust the supervision of the annual accounts to an auditor who is a member of the Belgian Institute of Registered Auditors.

§ 2. Where required by law and within the limits provided therein, supervision of the Association shall be carried out by one or more auditors appointed for three years and eligible for reappointment.

§ 3. The General Assembly shall, where applicable, determine the remuneration of the auditor.

TITLE IV: GENERAL ASSEMBLY

Article 19. Composition

§ 1. The General Assembly is composed of all members assimilated to founding members and effective members whose membership fees are up to date.

§ 2. Each effective member that is not a natural person shall appoint a natural person to act as its representative. The effective member may change its representative by sending notice by email to the secretariat of the Association.

§ 3. Subject to acceptance by the Board of Directors, observers may attend and have the right to speak at meetings of the General Assembly.

Article 20. Powers

The General Assembly shall exercise the powers conferred upon it by law and by these articles of association.

This includes, in particular, the following powers, which shall be exercised by the General Assembly:

1° the appointment and removal of directors and the determination of their powers and remuneration where remuneration is granted to them;

2° the appointment and removal of the auditor and the determination of their remuneration;

3° the discharge to be granted to directors and the auditor, as well as, where applicable, the bringing of legal action by the Association against directors and auditors;

4° the approval of the annual accounts, including the balance sheet and the income statement for the previous financial year;

5° the approval of the annual budget, including any amendments thereto;

6° the dissolution of the Association;

7° all other cases where required by law or these articles of association.

Article 21. Holding and convening of meetings

§ 1. An ordinary General Assembly shall be held every year at the registered office or any other location indicated in the notice of meeting, during the month of May.

A second General Assembly shall also be held every year during the month of November for the purpose of approving the annual budget.

§ 2. In addition, the Board of Directors and, where applicable, the auditor, must convene the General Assembly in the cases provided for by law or these articles of association, as well as whenever the interests of the Association require it or when at least one fifth of the effective members make such request.

§ 3. The Board of Directors shall determine the date and agenda. The Chair shall send the notice of meeting, in electronic format, on behalf of the Board of Directors, to all effective members, directors, registered auditor or auditor, at least fifteen (15) calendar days before the meeting.

The notice of meeting shall specify the agenda, date, time, location and method of holding the General Assembly. Supporting documents shall be sent to effective members at least five (5) calendar days before the meeting.

§ 4. The General Assembly may only deliberate on items included on the agenda, unless all persons required to be convened are present or represented and, in the latter case, if the proxies expressly mention this.

§ 5. The General Assembly shall be chaired by the Chair or, in the Chair’s absence, by the Vice-Chair or another effective member appointed by the General Assembly as chair of the meeting.

Article 22. Deliberations

§ 1. Each effective member whose membership fees are up to date shall have one equal vote at the General Assembly.

§ 2. Observers shall not have voting rights.

§ 3. Any effective member may be represented by another effective member by proxy.

§ 4. Each effective member may hold an unlimited number of proxies.

§ 5. Voting shall take place electronically in real time.

§ 6. The General Assembly shall be deemed validly constituted and shall have the necessary quorum to decide when at least one fifth (1/5) of the effective members are present or represented at the meeting.

§ 7. The Board of Directors may provide for the possibility for members to participate remotely in the General Assembly through electronic means of communication made available by the Association, in compliance with Article 10:7/1, §1 of the Belgian Code of Companies and Associations.

Members participating in this manner in the General Assembly shall be deemed present at the location where the General Assembly is held for the purpose of meeting attendance and majority requirements.

This means of communication must at least enable participating members to directly, simultaneously and continuously take cognisance of discussions within the General Assembly and exercise their voting rights on all matters on which the General Assembly is called upon to decide. The electronic means of communication must also enable members to participate in deliberations and ask questions.

The notice of the General Assembly shall contain a clear and precise description of the procedures relating to remote participation.

Where the Association has a website, these procedures shall be made accessible on the Association’s website to those entitled to participate in the General Assembly.

However, members of the bureau of the General Assembly may not participate in the General Assembly by electronic means.

§ 8. Each member shall have the possibility to vote remotely before the General Assembly in electronic form, according to the procedures determined by the Board of Directors.

The status of member and the identity of the person wishing to vote remotely before the General Assembly shall be verified and guaranteed according to the procedures defined by the Board of Directors.

§ 9. Except in the cases provided for in these articles of association, decisions shall be adopted by a majority of votes, regardless of the number of members represented at the General Assembly.

Article 23. Written General Assembly

The members may, unanimously and in writing, adopt all decisions falling within the powers of the General Assembly, with the exception of those relating to an amendment of the articles of association. In such case, the convening formalities do not have to be complied with.

The members of the Board of Directors and, where applicable, the auditor may, upon their request, review these decisions.

Article 24. Minutes

§ 1. The decisions of the General Assembly shall be recorded in minutes and entered into a digital register of minutes (secure cloud, electronic signature, time-stamped PDF), signed by the Chair of the Association and one director.

§ 2. A copy of the minutes shall be sent to each effective member by email.

TITLE V: FINANCIAL YEAR – FUNDING – INTERNAL REGULATIONS

Article 25. Financial year

The financial year begins on 1 January and ends on 31 December of each year.

On this date, the accounting records are closed and the Board of Directors prepares the annual accounts which, after approval by the General Assembly, it shall ensure are published in accordance with the law.

Each year, the Board of Directors prepares the budget for the following financial year. The General Assembly approves the budget at its next meeting.

Article 26. Financial resources

The financial resources of the Association consist of the following:

• Membership fees;

• Financial resources derived from economic and profit-making activities carried out on an ancillary basis, in accordance with these articles of association;

• Any other legally authorised resource that may be paid or granted to the Association.

Article 27. Internal regulations

§ 1. Internal regulations, commonly referred to as governance regulations, shall be adopted by the Board of Directors in order to implement and clarify these articles of association, with a view to facilitating the management of the Association.

§ 2. The governance regulations supplement the articles of association and are subordinate to them. In the event of any contradiction between the regulations and the articles of association, the latter shall prevail.

TITLE VI: DISSOLUTION – LIQUIDATION

Article 28. Dissolution

The Association may be dissolved at any time by decision of the General Assembly deliberating under the same conditions as those provided for amendments to the articles of association.

Where applicable, the reporting obligations required in accordance with the Code of Companies and Associations shall be complied with in this context.

Article 29. Liquidators

In the event of dissolution of the Association, for whatever reason and at whatever time, the directors in office shall be appointed as liquidators pursuant to these articles of association if no other liquidator has been appointed, without prejudice to the right of the General Assembly to appoint one or more liquidators and determine their powers and remuneration.

Article 30. Allocation of net assets

In the event of dissolution and liquidation, the extraordinary General Assembly shall decide on the allocation of the assets of the Association, which must in all circumstances be allocated to a disinterested purpose.

In the absence of a decision by the General Assembly, the liquidators shall allocate the liquidation surplus to a purpose as close as possible to the purpose for which the Association was established, preferably to an association active in the field of patient experience.

This allocation shall be made after settlement of all debts, charges and liquidation expenses, or after the necessary amounts have been deposited for this purpose.

TITLE VII: MISCELLANEOUS PROVISIONS

Article 31. Election of domicile

For the execution of these articles of association, any member, director, auditor or liquidator domiciled abroad shall elect domicile at the registered office where all communications, formal notices, summonses and notifications may validly be served upon them if they have not elected another domicile in Belgium vis-à-vis the Association.

Article 32. Judicial jurisdiction

For any dispute between the Association, its members, directors, auditors and liquidators relating to the affairs of the Association and the implementation of these articles of association, exclusive jurisdiction shall be granted to the courts of the registered office, unless the Association expressly waives this right.

Article 33. General law

The provisions of the Code of Companies and Associations which have not been lawfully derogated from shall be deemed to be incorporated into these articles of association, and clauses contrary to mandatory provisions of the Code of Companies and Associations shall be deemed unwritten.

Article 34. Working language

§ 1. The official working languages of the Association are French and English.

§ 2. The language used for official documents and relations with Belgian authorities shall be French.

§ 3. In the event of disputes relating to the articles of association and the governance regulations, the official version published in French shall prevail. With regard to third parties, only the official version published in French shall be authoritative.

The executing Notary reminds the parties that, in accordance with Article 14:49 of the Code of Companies and Associations, the present transformation into an international non-profit association, including the amendment of the disinterested purpose pursued and of the activities constituting its object, must first be approved by the King.

For this purpose, the executing Notary shall communicate to the Federal Public Service Justice the deed amending the articles of association of the Association together with the request for approval thereof.

The transformation shall only be enforceable against third parties from the date of its publication in the annexes to the Belgian Official Gazette following filing with the Registry of the Enterprise Court of the district in which the registered office of the Association is located.

Vote: this resolution is adopted unanimously.

Sixth resolution: Registered office address

The General Assembly declares that the address of the registered office is transferred to: 1050 Ixelles, rue Washington 40, box 12.

Vote: this resolution is adopted unanimously.

Seventh resolution: Resignations – appointments

The General Assembly acknowledges the termination of the duties of the current directors of the non-profit association, being:

• Ms STRAGA So Yung, national number 70.01.12-382.56, domiciled at 4180 Hamoir, rue de la Tour, 13.

• Mr PORTELLA ARGELAGUET Eduard, bis national number 54.44.07-109.56, domiciled at 08110 Montcada i Reixac (Spain), Domènec Fins 80.

• Mr TISLAIR Xavier, national number 73.09.14-123.83, domiciled at 1030 Schaerbeek, avenue Jean Jaurès, 15.

• Ms DELABRASSINE Nathalie, national number 75.03.03-110.38, domiciled at 4000 Rocourt, rue Jeanne Renotte, 42.

• Mr ROSSO Christophe, bis national number, domiciled at 13009 Marseille (France), Chemin de la Colline Saint-Joseph, 15.

The General Assembly grants them full and complete discharge for the performance of their mandates.

The General Assembly decides to set the number of directors of the international non-profit association at twenty (20).

The following persons are appointed as non-statutory directors for a term of four (4) years, ending automatically at the ordinary General Assembly of May 2030:

• Mr ADDOR Frédéric, bis national number, domiciled at 1066 Epalinges (Switzerland), Chemin du Bois-Murat 28, present and accepting.

• Mr AKIKI Alain, bis national number, domiciled at 1817 Brent (Switzerland), Châble Planchamp dessus 3B, present and accepting.

• Ms BOUTINEAU (wife MOULINS) Valérie, bis national number, domiciled at 92000 Nanterre (France), Rue Silvy 5.

• Ms DELBRASSINE Nathalie, aforementioned, present and accepting.

• Ms DO CARMO Elsa, bis national number, domiciled at L-7332 Mullendorf (Grand Duchy of Luxembourg), Rue du Pont, 4.

• Ms DUCOMMUN Déborah, bis national number, domiciled at 1182 Gilly (Switzerland), Chemin des Tournesols 9.

• Ms GRESLE Anne-Sophie, bis national number, domiciled at 08818 Olivella (Spain), Carrer del Montseny 5.

• Ms FREPPAZ (wife MÉGEVAND) Valérie, bis national number, domiciled at 74940 Annecy (France), Route de Thônes, 115, present and accepting.

• Mr MARQUIS Jean-Guillaume, bis national number, domiciled at Sherbrooke, QC, Canada, Sherbrooke QC J1H 6L5 (Canada), Rue Dunant 1861, present and accepting.

• Ms ORHOND Céline, bis national number, domiciled at 31000 Toulouse (France), Rue Arnaud Vidal 16, present and accepting.

• Mr PAEMEN Joep, national number 63.01.18-149.59, domiciled at 3080 Tervuren, Hoogvorstweg 1, present and accepting.

• Mr BEJA SARDO DE SOUSA PATRICIO Rui, bis national number, domiciled at 4150-652 Porto (Portugal), Rua Marechal Saldanha 724 2B.

• Mr PORTELLA ARGUELAGUET Eduard, aforementioned, present and accepting.

• Mr RITTER Daniel, bis national number, domiciled at 92250 La Garenne-Colombes (France), rue Georges, 11, present and accepting.

• Mr ROSSO Christophe, aforementioned, present and accepting.

• Mr SCHWARZ Heinrich, bis national number, domiciled at 22763 Hamburg (Germany), Holstentwiete, 9 G.

• Ms STRAGA So Yung, aforementioned, present and accepting.

• Ms VANDE GUCHT Véronique, national number 79.01.14-136.43, domiciled at 1730 Asse, Snassersweg 13, present and accepting.

• Ms VILARRUBIAS LLOPIS Ainhoa, bis national number, domiciled at Barcelona (Spain), Carrer Bailen, 50, present and accepting.

• Ms VIN Laura, bis national number, domiciled at 57100 Thionville (France), Impasse Jean de Pouilly 24, present and accepting.

Their mandates shall be unpaid, unless otherwise decided by the General Assembly.

Vote: this resolution is adopted unanimously.

Eighth resolution: Powers

The General Assembly grants full powers to the directors for the execution of the preceding decisions and to the undersigned Notary in order to prepare and sign the coordination of the articles of association and ensure its filing in the Association’s file.

All powers, with the right of sub-delegation, are granted to Ms STRAGA So Yung, aforementioned, in order to ensure the modification of the registration of the Association with the Crossroads Bank for Enterprises.

Vote: this resolution is adopted unanimously.

The Chair requests the executing Notary to record that no technical problem or incident prevented or disrupted participation by electronic means in the General Assembly or in the voting process.

The agenda having been exhausted, the meeting is closed at 12:30 p.m.

FEES

The Chair declares that the amount of fees, expenses, remuneration or charges, in whatever form, which are borne by the Association or charged to it as a result of the amendment of the articles of association, amounts to approximately two thousand one hundred and sixty euros fifty cents (€2,160.50).

TAX DECLARATIONS

The Chair declares that the present transformation is carried out under the benefit of:

• Article 121 of the Code of Registration Duties;

• Articles 211 et seq. of the Income Tax Code;

• Articles 11 and 18 §3 of the Value Added Tax Code.

FINAL PROVISIONS

1. Election of domicile

For the execution of these presents, the parties elect domicile at their respective domiciles indicated above.

2. Confirmation of identity – Certification of civil status

In order to comply with the provisions of Article 11 of the Ventôse Law, the executing Notary certifies the names, first names, place and date of birth and domicile of the parties who are natural persons by means of an extract from the national register and the identity card or passport.

The executing Notary declares having verified the name, legal form, date of the deed of incorporation, registered office or statutory seat, as well as the VAT identification number of the legal entity appearing herein.

WRITING DUTY

The duty amounts to one hundred euros (€100.00) and shall be paid upon declaration by the undersigned Notary.

OF WHICH MINUTES

The undersigned Notary has drawn up these minutes of all the foregoing.

Done and executed at the place and on the date indicated above.

The member(s) and director(s) present or represented declare to us that they have taken knowledge of the draft of the present deed prior to these proceedings, within a period of time sufficient for them to examine it usefully.

And after a commented reading, a complete reading with regard to the parts of the deed for which this is required by law, and a partial reading of the other provisions, the members of the bureau, as well as the members and directors who so wished, have signed, together with us, the Notary.