Bond Information

3.25% Senior Unsecured Convertible Bonds due May 2020

On 20 May 2015, Ablynx completed the placement of EUR 100 million senior unsecured Convertible Bonds due May 2020.

The Bonds were placed through an accelerated book building placement with qualified investors outside the United States, in accordance with Regulation S under the Securities Act.

The Bonds will mature on 27 May 2020 (5 years), will be in dematerialised form in the denomination of EUR 100,000 each, will be issued at par and will be redeemed at par at maturity.

The Bonds will pay a coupon of 3.25% per annum, payable semi-annually in arrears on 27 November and 27 May of each year, beginning on 27 November 2015. The annual yield to maturity of the Bonds is 3.25%.

The initial price for the conversion of the Bonds into Ordinary Shares of the Issuer was EUR 12.93, representing approximately a 26.5% premium above the reference price of EUR 10.2219, being the VWAP of the Ordinary Shares on Euronext Brussels on 20 May 2015. The initial conversion price for the Bonds has been adjusted downwards from €12.93 to €12.6631 per ordinary share, following the announcement by the Company on 25 October 2017 of the pricing of its initial U.S. public offering totaling approximately $200 million in gross proceeds from the sale of 11,430,000 ordinary shares in the form of American Depositary Shares (“ADS”) at a public offering price of $17.50 per ADS, before underwriter discounts, and the granting by the Company to the underwriters of a 30-day option to purchase up to an additional 1,714,500 ordinary shares in the form of ADSs in connection with the offering. The conversion price adjustment becomes effective on 27 October 2017.

At the conversion price of €12.6631, the Convertible Bonds will be convertible into 7,896,960 fully paid up Ordinary Shares of the Issuer.

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