MATERIALISE NV AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Form of Deposit Agreement Dated as of , 2014Deposit Agreement • June 23rd, 2014 • Materialise Nv • Services-prepackaged software • New York
DEPOSIT AGREEMENT dated as of , 2014, among MATERIALISE NV, a company incorporated under the laws of Belgium (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
Materialise NV Registered Ordinary Shares in the form of American Depositary Shares (each representing one Ordinary Share, with no nominal value) UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2014 • Materialise Nv • Services-prepackaged software • New York
Materialise NV, a limited liability company (naamloze vennootschap) organized and existing under the laws of the Kingdom of Belgium (“Belgium”) and registered with the Register of Legal Entities of Leuven under the number VAT BE 0441.131.254 (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) [—] ordinary shares, with no nominal value, of the Company (the “Ordinary Shares”). The Ordinary Shares issued and sold by the Company under this Agreement are hereinafter referred to as the “Firm Shares.”
