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Mithra Pharmaceuticals S.A.

AGM Information Oct 30, 2023

3977_iss_2023-10-30_7ac7cab7-d065-4a3b-a861-e1a5ac9dd8e3.pdf

AGM Information

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CONFIDENTIAL DRAFT

Mithra Announces Results of the Special and Extraordinary General Meetings

  • Change of Control clauses included in the amended contractual documentation entered into with Highbridge/Whitebox approved
  • Appointment of a new director approved
  • Dismissal of four independent directors approved
  • Attendance quorum for the Extraordinary General Meeting (EGM) not met
  • New EGM scheduled for 23 November 2023

Liege, Belgium, 30 October 2023 – 17:45 CET – Mithra Pharmaceuticals SA (Euronext Brussels: MITRA) (the "Company" or "Mithra"), a company dedicated to Women's Health, announces the results of its Special General Meeting (SGM) and Extraordinary General Meeting (EGM) held today. The meetings were held at Mithra's CDMO facility based in Flémale, Belgium on 30 October 2023 as from 14:00 CET.

Before the start of the meeting, at the request of the Company, the trading of the Company's shares on Euronext Brussels was halted.

David Horn Solomon, Chief Executive Officer of the Company, made the following statement: "Today's shareholder meetings resulted in the approval of a key proposal required for Mithra to secure its financial future by honoring its agreements with key lenders Highbridge/Whitebox. Furthermore, even though the events leading up to the changes to our board of directors have created a distraction for many of our shareholders, we have remained focused on executing on our strategy. Specifically, we are pleased to have delivered new revenue generating agreements with our partners during this period and will continue to focus on maintaining operational excellence and securing our finances. The appointment of Jacques Platieau, and the continued service of Pr. Jean-Michel Foidart and Ms. Valérie Gordenne, constitute a functional board. Mithra can, therefore, continue, as it has during recent weeks, to execute on its strategy. New independent directors who will bring fresh talent, perspectives, experience and leadership to Mithra will be proposed at a general meeting to be convened at a later stage."

SGM

The items on the agenda of the SGM included: (1) the replacement of an independent director through the director's management company, (2) the amendment of the remuneration of the directors, (3) the revision of the remuneration policy, (4) the approval of change of control clauses in accordance with article 7:151 of the Belgian Companies and Associations Code, (5) the dismissal of the four independent directors, and (6) the appointment of Jacques Platieau (acting through Castors CONFIDENTIAL DRAFT

Development SA) as new independent director. As announced earlier, items (5) and (6) were added as additional items to the agenda of the SGM by a group of shareholders holding together 6.15% of the Company's outstanding shares.

As to the proposed amendment of the remuneration of the directors and the proposed revision of the remuneration policy, as announced on 17 October 2023, the board of directors proposed to remove these items from the agenda of the SGM. The meeting, however, decided to vote on these items, and voted against both the proposed revision of the remuneration and the proposed remuneration policy changes.

As to the replacement and appointment of directors, the SGM approved the dismissal of the four independent directors, as well as the appointment of Jacques Platieau (acting through Castors Development SA) as new independent director. As a result, the board of directors of the Company is now composed of Castors Development SA (with Mr. Jacques Platieau as permanent representative), EVA Consulting SRL (with Pr. Jean-Michel Foidart as permanent representative), and Alius Modi SRL (with Ms. Valérie Gordenne as permanent representative). Additional new candidates to complete the board of directors will be proposed to a general meeting to be convened at a later date.

As to the fourth agenda item, the SGM approved, in accordance with article 7:151 of the Belgian Companies and Associations Code, the change of control clauses included in the amended contractual documentation entered into with Highbridge and Whitebox.

EGM

As the required attendance quorum for the EGM was not met, a new EGM will be held on Thursday 23 November 2023 (unless decided otherwise by the Company). There will be no attendance quorum for this second EGM.

For more information, please contact:

Mithra Pharmaceuticals SA

Alex Sokolowski, PhD Head of Investor Relations [email protected] +32 (0)4 349 28 22

Frédérique Depraetere Communications Director [email protected] +32 (0)4 349 28 22

About Mithra

Mithra Pharmaceuticals SA (Euronext: MITRA) is a Belgian biopharmaceutical company dedicated to transforming Women's Health by offering new choices through innovation, with a particular focus on contraception and menopause. Mithra's goal is to develop products offering better efficacy, safety and convenience, meeting women's needs throughout their life span. Mithra explores the potential of the unique native estrogen estetrol in a wide range of applications in women health and beyond. After having successfully launched the first estetrol-based product in 2021, the contraceptive pill ESTELLE® , Mithra is now focusing on its second product DONESTA® , the next-generation hormone therapy. Mithra also offers partners a complete spectrum of solutions from early drug development, clinical batches and commercial manufacturing of complex polymeric products (vaginal ring, implants) and complex liquid injectables and biologicals (vials, pre-filled syringes or cartridges) at its technological platform Mithra CDMO. Active in more than 100 countries around the world, is headquartered in Liège, Belgium. www.mithra.com

ESTELLE® and DONESTA® are registered trademarks of Mithra Pharmaceuticals or one of its affiliates.

Important information

CONFIDENTIAL DRAFT

The contents of this announcement include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the words "believes", "estimates," "anticipates", "expects", "intends", "may", "will", "plans", "continue", "ongoing", "potential", "predict", "project", "target", "seek" or "should", and include statements the Company makes concerning the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties, and readers are cautioned that any such forward-looking statements are not guarantees of future performance. The Company's actual results may differ materially from those predicted by the forward-looking statements. The Company undertakes no obligation to publicly update or revise forward-looking statements, except as may be required by law.

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