Pre-Annual General Meeting Information • Oct 13, 2023
Pre-Annual General Meeting Information
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On 5 October 2023, Mithra Pharmaceuticals SA (the "Company") received, in accordance with article 7:130 of the Belgian Companies and Associations Code, a joint request from eight shareholders holding, together, (on the basis of attestations sent to the Company by the aforementioned shareholders, and drawn up by their respective authorized account holders, certifying the registration in their names of the corresponding numbers of dematerialized shares) 6.15% of the Company's outstanding shares, to add additional items and proposed resolutions to the agenda of the special general shareholders' meeting published on 29 September 2023. The additional items and proposed resolutions have been added to the agenda as new items 5 and 6 of the special general meeting's agenda. this schedule has been prepared in this context, by the aforementioned shareholders, and therefore does not represent an opinion or recommendation of the Company and/or its board of directors. The recommendations of the board of directors on the advice of the nomination and remuneration committee will be published on the Company's website.
Section 7:87 BCACdeterminesthat a director of a listed company is deemed to be independent ifit does not have a relationship with the company or an important shareholder of the company that jeopardizes its independence.
Compliance with this requirement is assessed by applying the criteria set out in principle 3.5 of the Belgian Corporate Governance Code 2020. A candidate director that complies with these criteria is deemed to be independent until proven otherwise. If a candidate independent director does not comply with these criteria, a justification must be provided why such candidate nevertheless complies with the requirement set out above.
Even though Castors Development SA, with Jacques Platieau as its permanent representative, has been nominated by a group of shareholders holding 3% or more of the Company's capital, it clearly does not have a relationship with the Company, or an important shareholder of the Company, that jeopardizes its independence and thus qualify as an independent director pursuant to Section 7:87 BCAC.
Castors Development SA, with Jacques Platieau as its permanent representative, comply with all of the other criteria of principle 3.5 of the Belgian Corporate Governance Code 2020. The following requirements, as set out in Schedule A (Independence Standards) of the Company's Corporate Governance Charter, are satisfied:
with the Company (or an affiliate of the Company, if any), either directly or as a partner, shareholder, member of the Board or member of the managerial staff (personnel de direction) of a company or of a person that maintains such a relationship;
Consequently, Castors Development SA, with Jacques Platieau asits permanent representative, does not have a relationship with the Company or any other important shareholder of the Company that jeopardizes its independence and would thus qualify as an independent director pursuant to Section 7:87 BCAC.
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