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MATERIALISE NVF-3
09/15/2016'CALCULATION OF REGISTRATION FEE
Title of each class of
Amount
Proposed
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Amount of#securities to be registered
to bemaximummaximumregistration fee
registeredaggregate price aggregate
per unit
offering price3+Ordinary Shares, no nominal value per share35,032,250 (1)(2) $7.32 (3)$256,436,070 (3)~
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MATERIALISE NVF-3
09/15/2016TABLE OF CONTENTS Page
Prospectus Summary
~
Risk Factors~
.&Special Note Regarding Forward-Looking~
StatementsUse of Proceeds~
Dividend Policy~
Capitalization~
"Market Price~
&Selling Shareholders~
*$Description of Share Capital~
:1)Description of American Depositary Shares~
nTaxation~
Plan of Distribution~
)!Expenses Related to this Offering~
Legal Matters~
Experts~
3+Service of Process and Enforcement of Civil~
Liabilities+#Where You Can Find More Information~
,$Incorporation of Certain Information~
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MATERIALISE NVF-3
09/15/2016CAPITALIZATION As of June 30, 2016
(unaudited)
(in thousands of )Loans & borrowings~
b
Shareholders equity:
Share capital~
*
Share premium~
.Consolidated reserves~
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80Equity attributable to the owners of Materialise~
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Total capitalization~
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MATERIALISE NVF-3
09/15/2016MARKET PRICE Per ADS (in $)
High
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MATERIALISE NVF-3
09/15/2016SELLING SHAREHOLDERS
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09/15/2016 Share Capital and Shares
Date Transaction Number of
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Amount of
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MATERIALISE NVF-3
09/15/2016 Share Capital and Shares Issued capital Share capital ( ) Number of shares
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MATERIALISE NVF-3
09/15/20164,Warrants granted under the 2015 Warrant Plan
Number of Plan Date Exercise period Number of
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MATERIALISE NVF-3
09/15/2016Convertible bonds
Number of convertible Date granted Conversion period Conversion price
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MATERIALISE NVF-3
09/15/2016B:What fees and expenses will you be responsible for paying?2 *Persons depositing or withdrawing ordinary For:9
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MATERIALISE NVF-3
09/15/201680Reclassifications, Recapitalizations and Mergers If we:
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.represent its equal share of the new deposited#of the deposited securitiessecurities.2* Distribute securities on the ordinary.&The depositary may distribute new ADSs.&shares that are not distributed to you1)representing the new deposited securities0(or ask you to surrender your outstanding80 Recapitalize, reorganize, merge, liquidate,1)ADRs in exchange for new ADRs identifying4,sell all or substantially all of our assets,%the new deposited securities."or take any similar action$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8ymaU1}-Zx__
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MATERIALISE NVF-3
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MATERIALISE NVF-3
09/15/20166.PART II INFORMATION NOT REQUIRED IN PROSPECTUS Exhibit Description of Exhibit
Numberffffff@/'Deposit Agreement, dated as of June 24,
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'2014, among Materialise NV and The Bank5-of New York Mellon (incorporated by reference4,to Exhibit 4.1 to the Company s Registration4,Statement on Form F-1 (File No. 333-194982))@5-Form of American Depositary Receipt (includedin Exhibit 4.1)333333@/'2013 Warrant Plan (English translation)-%(incorporated by reference to Exhibit4,10.2 to the Company s Registration Statement)!on Form F-1 (File No. 333-194982)@/'2014 Warrant Plan (English translation)-%(incorporated by reference to Exhibit4,10.3 to the Company s Registration Statement*"on Form F-1 (File No. 333-194982))@4,Form of Warrant Agreement under 2014 WarrantDl{ocW3w,;#0R:P
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MATERIALISE NVF-3
09/15/2016II-1 Exhibit Description of Exhibit
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MATERIALISE NVF-3
09/15/2016INDEX TO EXHIBITS Exhibit Description of Exhibit
Numberffffff@/'Deposit Agreement, dated as of June 24,
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QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
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$
MATERIALISE NVF-3
09/15/2016TABLE OF CONTENTS Page
ARTICLE I REGISTRATION
~
?$Shelf Registration Statement~
333333?Registration Procedures~
?
Registration Expenses
~
ffffff?
Miscellaneous~
?$Registration Indemnification~
ARTICLE II DEFINITIONS~
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@Interpretation~
"!ARTICLE III MISCELLANEOUS~
"@Term~
" @Notices~
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@Successors and Assigns~
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Governing Law~
&@Counterparts~
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QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
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MATERIALISE NVF-3
09/15/2016INDEX OF DEFINITIONS Page
ADS Depositary Bank
~
ADSs~
Agreement~
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~
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QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
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MATERIALISE NVF-3
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MATERIALISE NVF-3
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MATERIALISE NVF-3
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MATERIALISE NVF-3
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
NO TITLEU }}$ }
MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.]
By:
Name:Title:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(xTsg[O+Y=PF0*8X>
@
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
NO TITLEU }I }$
MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.] FOR ENTITY HOLDERS:
NAME OFHOLDER:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(sTsg[O+^=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
NO TITLEU }}$ }
MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.]
By:
Name:Title:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(xTsg[O+Y=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
NO TITLEU }I }$
MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.] FOR ENTITY HOLDERS:
NAME OFHOLDER:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(sTsg[O+^=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
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MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.]
By:
Name:Title:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(xTsg[O+Y=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
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MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.] FOR ENTITY HOLDERS:
NAME OFHOLDER:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(sTsg[O+^=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
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MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.]
By:
Name:Title:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(xTsg[O+Y=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
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MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.] FOR ENTITY HOLDERS:
NAME OFHOLDER:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(sTsg[O+^=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
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MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.]
By:
Name:Title:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(xTsg[O+Y=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
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MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.] FOR ENTITY HOLDERS:
NAME OFHOLDER:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(sTsg[O+^=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
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MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.]
By:
Name:Title:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(xTsg[O+Y=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
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MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.] FOR ENTITY HOLDERS:
NAME OFHOLDER:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(sTsg[O+^=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
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MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.]
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$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(xTsg[O+Y=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
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MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.] FOR ENTITY HOLDERS:
NAME OFHOLDER:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(sTsg[O+^=PF0*8X>
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QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
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MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.]
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$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(xTsg[O+Y=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
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MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.] FOR ENTITY HOLDERS:
NAME OFHOLDER:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(sTsg[O+^=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
NO TITLEU }}$ }
MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.]
By:
Name:Title:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(xTsg[O+Y=PF0*8X>
@
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
NO TITLEU }I }$
MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.] FOR ENTITY HOLDERS:
NAME OFHOLDER:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(sTsg[O+^=PF0*8X>
@"
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
NO TITLEU }}$ }
MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.]
By:
Name:Title:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(xTsg[O+Y=PF0*8X>
@
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
NO TITLEU }I }$
MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.] FOR ENTITY HOLDERS:
NAME OFHOLDER:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(sTsg[O+^=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
NO TITLEU }}$ }
MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.]
By:
Name:Title:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(xTsg[O+Y=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
NO TITLEU }I }$
MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.] FOR ENTITY HOLDERS:
NAME OFHOLDER:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(sTsg[O+^=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
NO TITLEU }}$ }
MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.]
By:
Name:Title:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(xTsg[O+Y=PF0*8X>
@
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (29)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
NO TITLEU }I }$
MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.] FOR ENTITY HOLDERS:
NAME OFHOLDER:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(sTsg[O+^=PF0*8X>
@"
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (30)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
NO TITLEU }}$ }
MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.]
By:
Name:Title:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(xTsg[O+Y=PF0*8X>
@
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (31)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
NO TITLEU }I }$
MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.] FOR ENTITY HOLDERS:
NAME OFHOLDER:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(sTsg[O+^=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)
QUESTIONNAIRE!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
NO TITLEU }}$ }
MATERIALISE NVF-3
09/15/2016>6[The remainder of this page left intentionally blank.]
By:
Name:Title:
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(xTsg[O+Y=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??6!CALCULATION OF REGISTRATION FEETABLE OF CONTENTSCAPITALIZATIONMARKET PRICESELLING SHAREHOLDERSShare Capital and SharesShare Capital and (1)!Warrants granted under the 2015Convertible bonds!What fees and expenses will you!Reclassifications Recapitalizat!EXPENSES RELATED TO THIS OFFERI!PART II INFORMATION NOT REQUIREII1INDEX TO EXHIBITSTABLE OF CONTEN (1)INDEX OF DEFINITIONS!The remainder of this page leftThe remainder of this (1)The remainder of this (2)The remainder of this (3)The remainder of this (4)The remainder of this (5)The remainder of this (6)The remainder of this (7)The remainder of this (8)The remainder of this (9)The remainder of this (10)The remainder of this (11)The remainder of this (12)The remainder of this (13)The remainder of this (14)The remainder of this (15)The remainder of this (16)The remainder of this (17)The remainder of this (18)The remainder of this (19)The remainder of this (20)The remainder of this (21)The remainder of this (22)The remainder of this (23)The remainder of this (24)The remainder of this (25)The remainder of this (26)The remainder of this (27)The remainder of this (28)The remainder of this (29)The remainder of this (30)The remainder of this (31)!If the Shareholder is a registeIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
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MATERIALISE NVF-3
09/15/2016
QUESTIONNAIRE~
(a) 8 0Full legal name of Shareholder (i.e., beneficial
/
'owner) of the Registrable Shares listedin Item 3 below:
(b)7/Full legal name of the record holder, including5-the name of the broker dealer, if applicable,/'through which Registrable Shares listed!in Item 3 below are held:(c)91Full legal name of DTC Participant (if applicable1)and if not the same as (b) above) through1)which Registrable Shares listed in Item 3
below are held:~
+#Address for notices to Shareholder:
Telephone:Fax:Email address:Contact Person:D lx?~
2 *Beneficial ownership of Registrable Shares!!""0"(Please state the name of each person who##/#'has voting or investment power over the$$2$*Registrable Shares indicated below. Voting%%6%.power includes the power to vote, or to direct&&2&*the voting of, the Registrable Shares held''5'-by the undersigned. Investment power includes((#(the power to dispose, or to))2)*direct the disposition of, the Registrable**/*'Shares held by the undersigned directly++9+1or indirectly, through any contract, arrangement,,,,
understanding--5--or relationship. Please provide the requested..).!information for each such person:///000(a)040,Number of Registrable Shares (which includes1111-1%Warrant Shares issuable upon exercise222232+of the Warrants and Convertible Bond Shares333333+issuable upon conversion of the Convertible444414)Bonds, as applicable) beneficially owned:555556666677777Sole voting power:88888Shared voting power:99999Sole investment power::::: :Shared investment power:;;;<<<(b)<.<&Number of Registrable Shares which the====0=(undersigned wishes to be included in the>>>>%>Shelf Registration Statement:?????DlLa5d?wo3Cf@ABCDEFGHIJKLMNOPQRS@@@@@Sole voting power:AAAAAShared voting power:BBBBBSole investment power:CCCC CShared investment power:DD~
EE3E+Beneficial ownership of Company securities,FF/F'other than Registrable Shares listed inGG2G*Item 3(a) above, owned by the Shareholder:HHHIIIJJJJ8J0Type and amount of other securities beneficiallyKKKK!Kowned by the Shareholder:LLLLLMM~
NN&NRelationship with the Company:OP$Q____________________________1R)Created by Morningstar Document Research.0S(http://documentresearch.morningstar.com/, |bSru]
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QUESTIONNAIREIf the Shareholder is a (1)B3 State any exceptions hereB5 EX51 Exhibit 51
NO TITLEU }$ }8
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MATERIALISE NVF-3
09/15/2016jbIf the Shareholder is a registered broker-dealer and received its Registrable Shares other than as 0 ((a) Is the Shareholder a natural person?
Yes.No.
/
'If the Shareholder answered Yes to Item-%7(a), please proceed to Item 8 below.0((b) Is the Shareholder required to file,7/or is it a wholly owned subsidiary of a company4,that is required to file, periodic and other/'reports (for example, Forms 10-K, 10-Q,3+8-K) with the SEC pursuant to Section 13(a)!or 15(d) of the 1934 Act?Yes.No./'(c) State whether the Shareholder is an.&investment company, or a subsidiary of/'an investment company, registered under0(the U.S. Investment Company Act of 1940,as amended:Yes.No.DlG;/#d@
@''&&%%
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QUESTIONNAIRE!If the Shareholder is a registeB3 State any exceptions hereB5 EX51 Exhibit 51
NO TITLEU }$ }8
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MATERIALISE NVF-3
09/15/2016jbIf the Shareholder is a registered broker-dealer and received its Registrable Shares other than as
7/(d) If the Shareholder answered No to questions
/
'(a), (b) and (c) above, please identify4,the controlling person(s) of the Shareholder5-(the Controlling Entity ). If the Controlling4,Entity is not a natural person or a publicly5-held entity, please identify each controlling-%person(s) of such Controlling Entity.1)This process should be repeated until the.&Shareholder reaches natural persons or1)a publicly held entity that exercise sole2*or shared voting or dispositive power overthe Registrable Shares:2**** PLEASE NOTE THAT THE SEC REQUIRES THAT80THESE NATURAL PERSONS BE NAMED IN THE PROSPECTUS***DXlG;/#@Tj8[L@ !"$ ____________________________1!)Created by Morningstar Document Research.0"(http://documentresearch.morningstar.com/
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