Pre-Annual General Meeting Information • Oct 13, 2023
Pre-Annual General Meeting Information
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In order to be valid, this voting by mail form duly completed, dated and signed must reach MITHRA PHARMACEUTICALS SA no later than the 24th October 2023, as described in the convening notice. This vote can be sent by regular mail to the address of the registered office of the Company, by fax or by e-mail (see useful information hereafter). Votes arriving late or not complying with the required formalities may be rejected.
The present form takes into account the revised agenda that was published on 13 October 2023.
The undersigned:
First Name, Last name /name of the company: (please complete)
(for legal persons) represented by: (please complete)
Residing at/having its registered office at: (please complete)
Owner of (please complete) ……………………… shares of Mithra Pharmaceuticals SA, with registered office at Rue Saint-Georges 5, 4000 Liège,
Hereby declare its willingness to vote as follows on the items on the agenda of the special and extraordinary general meetings of Mithra Pharmaceuticals SA to be held on 30th October 2023.
A. Special general shareholders' meeting:
Revised agenda and revised proposed resolutions: On 5 October 2023, 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. In accordance with article 7:130 of the Belgian Companies and Associations Code, the Company has provided amended forms for votes by mail and
proxy votes. Proxies and votes by mail received by the Company prior to publication of the revised agenda remain valid for the agenda items to which the proxies and votes by mail apply, subject, however, to applicable law and further clarifications contained in the proxy and vote by mail forms.
Additional items and proposed resolutions will only be dealt with by the special general meeting if the relevant shareholders have complied with the registration and notification formalities indicated in this convening notice.
The revised agenda and revised proposed resolutions of the special general shareholders' meeting of the Company which, if necessary, may be amended at the meeting on behalf of the board of directors, are as follows:
Taking into account the recommendation of the nomination and remuneration committee, the board of directors recommends that the nomination by cooptation of Inge Beernaert BV, represented by Mrs. Inge Beernaert as permanent representative, as an independent director of the Company be confirmed and continued for a period extending up to and including the closing of the ordinary general shareholders' meeting to be held in 2025 and which will approve the financial statements for the financial year ended on 31 December 2024. On 21 September 2023, the board of directors appointed Inge Beernaert BV, represented by Mrs. Inge Beernaert as permanent representative, as an independent director of the Company by cooptation, replacing Mrs. Inge Beernaert, who had been appointed, by the ordinary general shareholders' meeting held on 25 May 2023, for a period of two years, up to and including the closing of the ordinary general shareholders' meeting to be held in 2025 and which will approve the financial statements for the financial year ended on 31 December 2024. On the basis of the information provided by Inge Beernaert BV, represented by Mrs. Inge Beernaert as permanent representative, it appears that Inge Beernaert BV and Mrs. Inge Beernaert each meet the applicable requirements to be appointed as independent director in accordance with article 7:87 of the Companies and Associations Code and provision 3.5 of the Belgian Corporate Governance Code 2020.
Proposed resolution: The general shareholders' meeting resolves to confirm the appointment by cooptation, following the resignation of Mrs. Inge Beernaert, of Inge Beernaert BV, represented by Mrs. Inge Beernaert as permanent representative, as an independent director of the Company within the meaning of article 7:87 of the Companies and Associations Code and provision 3.5 of the Belgian Corporate Governance Code 2020, for a period up to and including the closing of the ordinary general shareholders' meeting to be held in 2025 and which will approve the financial statements for the financial year ending on 31 December 2024. The director's remuneration will be as set out in the Company's remuneration policy, as approved from time to time by the general meeting of shareholders and (subject to the provisions of the remuneration policy) as decided by the general meeting from time to time.
FOR AGAINST ABSTAIN
Taking into account the recommendation of the nomination and remuneration committee, the board of directors proposes and recommends that the remuneration of members of the board of directors will be amended as indicated in this proposed resolution.
Proposed resolution: The general shareholders' meeting resolves to approve that the directors be entitled to the following remuneration (without prejudice to other forms of compensation approved from time to time by the general meeting of shareholders and in addition to the coverage of the directors' costs and expenses in connection with the performance of their duties as director):
The rules set out in paragraphs (a) to (f) apply with retrospective effect as of 25 May 2023, and are in addition to the insurance policies (and other similar arrangements) which the Company is authorised to take out to cover the liability, activities and obligations of the directors and other members of the personnel of the Company and its subsidiaries (as defined in article 1:27 of the Companies and Associations Code) to the fullest extent permitted by law.
FOR AGAINST ABSTAIN
Communication and approval of the revised remuneration policy, prepared by the Nomination and Remuneration Committee and approved by the board of directors, amending the remuneration policy approved by the general meeting of shareholders of 20 May 2021.
Proposed resolution: The general meeting of shareholders resolves to approve the revised remuneration policy.
FOR AGAINST ABSTAIN
On 20 June 2023, the Company, funds managed by Highbridge Capital Management LLC (collectively, "Highbridge"), funds managed by Whitebox Advisors LLC (collectively, "Whitebox", and together with Highbridge, each a "Lender") and certain agents, entered into (i) an amended and restated Senior Secured Convertible Facilities Agreement, which was itself amended on 23 August 2023 by a letter of consent (the "Amendment") signed by the Company, the Lenders and the agents in connection with the private placement of 10,000,000 shares, for a total subscription price of EUR 20,000,000.00, completed on 28 August 2023 (the "Amended Convertible Loans Agreement"), and (ii) an amended and restated Conversion Agreement which was amended on 23 August 2023 by the Amendment (the "Amended Conversion Agreement", and together with the Amended Convertible Loans Agreement, the "Amended Agreements"). Pursuant to the Amended Agreements, among other things, the Lenders have agreed to provide, for a period of 3 years from 8 August 2022, a financing by loans convertible in shares to the Company for a maximum aggregate principal amount of EUR 100,000,000.00, divided in several tranches (certain drawdowns subject to the fulfilment of certain conditions), with an outstanding amount at any time not greater than EUR 75,000,000.00, the loans bearing, following the Amendment, an interest of 13% per year. Under the Amended Agreements, certain receivables that are or could be due by the Company under the Amended Convertible Loans Agreement and/or the Amended Conversion Agreement, as a principal, interest, option prepayment amount, commitment fee or otherwise (as contemplated in the Amended Convertible Loans Agreement and the Amended Conversion Agreement, as amended from time to time) will be convertible into new shares of the Company (by contributions in kind of the relevant receivables). In addition, clause 8.1 of the Amended Convertible Loans Agreement also provides that in the event of a change of control of the Company, the loans facility under the Amended Convertible Loans Agreement will immediately terminate and cease to be available for further use and all loans, accrued interest and other amounts due by the Company under the Amended Agreements will become immediately due and payable.
Proposed resolution: The general shareholders' meeting resolves to approve and ratify, in accordance with article 7:151 of the Belgian Companies and Associations Code, all clauses of the Amended Agreements (including, but not limited to, (i) clause 8.1 of the Amended Convertible Loans Agreement, and (ii) the paragraph (b) of the definition of "Adjustment Event" and clause 6 of the Amended Conversion Agreement) that are applicable at the time a change of control occurs and which fall or could be considered to fall within the scope of article 7:151 of the Belgian Companies and Associations Code (relating to the granting of rights to third parties that substantially affect the Company's assets and liabilities, or give rise to a substantial debt or commitment on its behalf, when the exercise of these rights is subject to the launching of a public takeover bid on the shares of the Company or to a change in the control exercised over it). The general shareholders' meeting also grants a special power of attorney to each of the Company's directors, the Company's Chief Financial Officer, the General Counsel, the Compliance Officer and the Company's Corporate Secretary, each such person acting individually and with possibility of sub-delegation and the power of subrogation, to complete the formalities required by article 7:151 of the Belgian Companies and Associations Code with regard to this resolution, including, but not limited to, the execution of all documents and forms required for the publication of this resolution in the annexes to the Belgian Official Gazette.
FOR AGAINST ABSTAIN
On 5 October 2023, 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 this additional item and the proposed resolutions below to the agenda of the special general shareholders' meeting. The recommendation of the board of directors on the advice of the nomination and remuneration committee will be published on the Company's website.
a) The general shareholders' meeting decides to dismiss, with immediate effect, the mandate of Life Science Strategy Consulting SRL, with Christian Homsy as its permanent representative, as director.
FOR AGAINST ABSTAIN
b) The general shareholders' meeting decides to dismiss, with immediate effect, the mandate of Gaudeto SRL, with Jacques Galloy as its permanent representative, as director.
FOR AGAINST ABSTAIN
c) The general shareholders' meeting decides to dismiss, with immediate effect, the mandate of Inge Beernaert, as director.
FOR AGAINST ABSTAIN
d) The general shareholders' meeting decides to dismiss, with immediate effect, the mandate of Ribono SRL, with Sidney D. Bens as its permanent representative, as director.
FOR AGAINST ABSTAIN
On 5 October 2023, 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 this additional item and the proposed resolutions below to the agenda of the special general shareholders' meeting. The recommendation of the board of directors on the advice of the nomination and remuneration committee will be published on the Company's website. The Schedule I referred to in paragraph (a) below is available on the Company's website (see Shareholders meetings | Mithra).
Proposed resolutions (each proposed resolution to be made subject to a separate vote):
a) The general shareholders' meeting resolves to appoint, Castors Development SA, with Jacques Platieau as its permanent representative, as an independent director of the Company within the meaning of section 7:87 of the Belgian companies and associations code and provision 3.5 of the Belgian Code on Corporate Governance 2020, with effective date as of today until and including the Company's ordinary general meeting to be held in 2025 to approve the financial statements for the financial year ending 31 December 2024.
Jacques Platieau holds a degree in Mathematics and Computer Sciences from the University of Mons-Hainaut, Belgium. Mr Platieau began his career at IBM Belgium in the Telecommunications division as System & Sales Engineer. In July 2003, he joined the Business Consulting practice of IBM Belux as Partner and Industrial Sector Leader and in 2005 Jacques Platieau became General Manager of IBM Global Business Services for Belgium/Luxembourg. In July 2005, his responsibility was extended to the Benelux. Mr Platieau has been Vice-President and General Manager of IBM Global Business Services for the BeNeLux up to March 2010. On 6 April 2010, Mr Platieau was nominated Vice-President, Country General Manager for IBM Belgium & Luxembourg. Mr Jacques Platieau is board member of various associations, UWE, VOKA, BECI and Agoria. He is Vice-President of Futurocité in Mons and President of the Basket Ball Club of Braine.
Jacques Platieau held the mandate as independent director in Mithra Pharmaceuticals SA between 8 June 2015 and 30 June 2018, as from which he was replaced by his management company Castors Development SA until its resignation on 25 November 2020.
The Company's general shareholders' meeting acknowledges that Castors Development SA, with Jacques Platieau as its permanent representative can be considered independent under Belgian law, on the basis of the information provided (see Schedule I).
b) The Company's general shareholders' meeting resolves that the remuneration of the aforementioned director shall be as provided for in the remuneration policy of the Company, as approved from time to time by the Company's general meeting of shareholders and (subject to the provisions of the remuneration policy) as decided by the Company's ordinary general meeting held on 20 May 2021, or as the case may be, revised by the Company's general shareholders' meeting held on 30 October 2023.
FOR AGAINST ABSTAIN
1. Review of the special report prepared by the board of directors in accordance with article 7:199 of the Belgian Companies and Associations Code regarding the proposal to renew the authorised capital
Communication, consideration and discussion of the special report of the board of directors in accordance with article 7:199 of the Belgian Companies and Associations Code in relation to the proposal to renew the powers granted to the board of directors under the authorised capital, as set out below under items 2. and 3. of the agenda of the extraordinary general shareholders' meeting, and setting out the specific circumstances in which the board of directors will be able to use of its powers under the authorised capital, and the purposes that it should pursue.
In order to provide the board of directors with the flexibility to raise an additional equity based financing when the need may arise or an opportunity would present itself, the board of directors proposes to renew the powers granted to it under the authorised capital to increase the Company's share capital by a maximum amount of up to 100% of the amount of the Company's capital for a period of 5 years, all as indicated below. For further information on the circumstances in which the board of directors could make use of the authorised capital and on the objectives that the board of directors would pursue with the authorised capital, see also the special report mentioned under item 1. of the agenda of the extraordinary general meeting.
Proposed resolution: The general shareholders' meeting resolves to renew the authorisation to the board of directors to increase the share capital in one or several times, during a period of five (5) years as from the publication in the Annexes to the Belgian Official Gazette of this authorisation, with an aggregate total amount equal to up to 100% of the amount of the Company's share capital, and this in accordance with the terms and conditions set forth in the special report of the board of directors prepared in accordance with article 7:199 of the Belgian
Companies and Associations Code, as referred to under item 1. of the agenda of this general shareholders' meeting. Accordingly, the general shareholders' meeting resolves to delete article 7A. of the Company's articles of association and to replace it with the following text (whereby the date referred to in the sub-section between square brackets shall be the date of the general shareholders' meeting approving the renewed authorised capital, and the amount referred to in the sub-section between square brackets shall be the amount of the Company's share capital at the time of the general shareholders' meeting approving the authorised capital):
"A. The board of directors is authorised to increase the capital in one or more instances within the limits set by law, in particular by issuing convertible bonds, and subscription rights, and any other right or security convertible or exercisable for shares, up to a maximum amount of [100% of the Company's capital at the time of adoption of the new authorised capital]. The board of directors is expressly authorised to use this authorisation for the following operations:
- Capital increases or issues of convertible bonds, or subscription rights, and any other right or security convertible or exercisable for shares, with cancellation or limitation of the preferential subscription rights of the existing shareholders;
- Capital increases or the issuance of convertible bonds, or subscription rights, and any other right or security convertible or exercisable for shares, with cancellation or limitation of the preferential subscription rights of the existing shareholders for the benefit of one or more specific persons who are not part of the personnel of the Company or its subsidiaries;
- Capital increases carried out by incorporation of reserves.
Any such capital increase may take any and all forms ,including but not limited to, contributions in cash or in kind, with or without share premium, at issue prices below or above the fractional value of the outstanding shares, as well as by incorporation of reserves and/or share premium and/or profits carried forward, to the maximum extent permitted by the law. This authorisation is granted to the board of directors for a period of five (5) years as from the date of publication in the Annexes to the Belgian Official Gazette of an extract from the minutes of the extraordinary shareholders' meeting of [date of the extraordinary general meeting approving the renewal of the authorised capital]."
FOR AGAINST ABSTAIN
In order to provide the board of directors with the flexibility to raise additional equity when the need arises or an opportunity arises, the board of directors proposes to renew its authorisation, for a period of three (3) years, to proceed with a capital increase of the Company by limiting or eliminating the preferential subscription right of the shareholders after the Company has been notified by the Financial Services and Markets Authority (FSMA) of a public takeover bid for the shares of the Company, subject to the provisions of article 7:202 of the Belgian Companies and Associations Code. For more information on the circumstances in which the board of directors could make use of the authorised capital and on the objectives that the
board of directors would pursue with the authorised capital, see also the special report mentioned under item 1. of the agenda of the general shareholders' meeting.
Proposed resolution: The general shareholders' meeting resolves to renew the authorisation to the board of directors to use the authorisation granted under item 2. of the agenda, for a period of three (3) years from the date of this general shareholders' meeting, after the Company has been notified by the Financial Services and Markets Authority (FSMA) of a public takeover bid on the Company's shares, subject to the provisions of article 7:202 of the Belgian Companies and Associations Code. Consequently, the general shareholders' meeting resolves to delete article 7 B. of the Company's articles of association and to replace it with the following text (whereby the date referred in the subsection between square brackets shall be the date of the general shareholders' meeting approving the renewed authorised capital):
"B. The board of directors is expressly authorised to make use of the authorisation granted under A. even after the Company has received notification from the Authority for Financial Services and Markets that it has received a notice of a public takeover bid for the Company, under the mandatory conditions set forth in article 7:202 of the Companies and Associations Code. This authorisation is granted to the board of directors for a period of three (3) years as from the extraordinary shareholders' meeting of [date of the extraordinary general meeting approving the renewal of the authorised capital]. It is renewable."
FOR AGAINST ABSTAIN
4. Communication, consideration and discussion of the following reports concerning a proposed capital increase
Communication, consideration and discussion of the following reports:
4.1 the report of the Company's board of directors in accordance with articles 7:179 and 7:197 of the Belgian Companies and Associations Code with respect to the proposal of the board of directors to increase the Company's share capital, in one or more transactions, with a maximum amount of EUR 105,000,000.00 (including issue premium, as the case may be) (the "Authorised Amount") by contributions in kind of receivables (whatever their origin, whether as principal, interest, amount related to the prepayment of an option, or commission, or otherwise) due by the Company under the Senior Secured Convertible Facilities Agreement of 8 August 2022 as amended, adjusted, modified or restated from time to time, including on 20 June 2023 following the public announcement of the Company on 25 May 2023 and on 23 August 2023 in connection with the private placement publicly announced by the Company on 24 August 2023 (the "Amended Convertible Loans Agreement") and the Conversion Agreement of 8 August 2022 as amended, adjusted, modified or restated from time to time, including on 20 June 2023 following the public announcement of the Company on 25 May 2023 and on 23 August 2023 in connection with the private placement publicly announced by the Company on 24 August 2023 (the "Amended Conversion Agreement" and together with the Amended Convertible Loans Agreement (as amended, adjusted, modified or restated from time to time), the "Amended Agreements"), both of which were entered into by the Company with funds managed by Highbridge Capital Management
LLC (collectively, "Highbridge"), funds managed by Whitebox Advisors LLC (collectively, "Whitebox", and together with Highbridge, each a "Lender"), and certain agents, and the issuance of new shares in consideration of such contributions in kind, the maximum number and issue price of which are yet to be determined in accordance with the Amended Agreements.
4.2 the report of the Company's statutory auditor in accordance with articles 7:179 and 7:197 of the Belgian Companies and Associations Code with respect to the proposal of the board of directors to increase the Company's share capital, in one or more transactions, with a maximum amount up to the Authorised Amount (including issue premium, as the case may be) by contributions in kind of receivables due by the Company under the Amended Agreements, and the issuance of new shares in consideration of such contributions in kind, the maximum number and issue price of which are yet to be determined in accordance with the Amended Agreements.
Proposed resolution: The extraordinary shareholders' meeting resolves (i) as far as needed and applicable to ratify and to renew (x) the resolutions passed by the board of directors on 8 August 2022 within the framework of the authorised capital, and by the extraordinary shareholders' meeting of 21 October 2022, to increase the share capital of the Company in connection with the original Senior Secured Convertible Facilities Agreement and the original Conversion Agreement, entered into on 8 August 2022 by and between the Company and the Lenders (the "Previous Agreements"), and (y) the resolutions taken by the board of directors on 21 June 2023 within the framework of the authorised capital to increase the share capital of the Company in connection with the Amended Agreements (the aforementioned resolutions of 8 August 2022, 21 October 2022 and 21 June 2023 will be referred to as the "Previous Resolutions"), and (ii) to increase the capital of the Company, in one or more transactions, with a maximum amount up to the Authorised Amount (including issue premium, as the case may be) by contributions in kind of receivables (whatever their origin, whether as principal, interest, amount related to the prepayment of an option, or commission, or otherwise) due by the Company under the Amended Agreements, and the issuance of new shares in consideration of such contributions in kind, the maximum number and issue price of which are yet to be determined in accordance with the Amended Agreements, subject to the following terms and conditions (as amended from time to time, as the case may be):
5.3 Number of new shares to be issued and issue price of the new shares: The number of new shares to be issued in the framework of the capital increase in consideration of the respective contributions in kind of the receivables due by the Company and the issue price of these new shares (representing the share capital of the Company for the amount equal to the fractional value and, as the case may be, the issue premium for what would exceed the fractional value) will be determined by the board of directors or the Committee (as defined below) at the moment of the realisation of the respective contributions in kind in accordance with the provisions of the Amended Agreements, as summarised in the report of the board of directors referred to in item 4.1 of the agenda.
5.4 Allocation of the issue price of the new shares: At the occasion of each capital increase by contribution in kind and issuance of new shares in consideration of this contribution, the issue price of each new share must be recorded as share capital on the liabilities side of the Company's balance sheet, as shareholders' equity in the "Capital" account. However, the amount by which the issue price of a new share exceeds the fractional value of the existing shares of the Company (which, at the date of these decisions, amounts to, (rounded) EUR 0.7321) will be recorded as issue premium, as the case may be, on the liabilities side of the balance sheet of the Company as shareholders' equity under the account "Issue premium". The account to which the issue premium will be allocated will constitute, in the same way as the Company's share capital, a guarantee for third parties and, except for the possibility of capitalising these reserves, may only be reduced or cancelled by a decision of the general meeting of shareholders ruling under the conditions required for amending the Company's articles of association. If the issue price of the new shares does not exceed the fractional value of the existing shares of the Company (i.e. as of the date of these decisions, rounded to EUR 0.7321), the issue price will be fully accounted for as share capital, and after the completion of the capital increase, all outstanding shares of the Company will have the same fractional value in accordance with article 7:178 of the Belgian Companies and Associations Code.
5.6 Admission to listing and trading of the new shares: All new shares, upon their issuance, must be admitted to listing and trading on the regulated market of Euronext Brussels. To this end, the Company will make the necessary applications, and implement all measures as appropriate, including the preparation of a listing and trading prospectus or a supplement thereto in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended from time to time (the "Prospectus Regulation"), in order to have the new shares to be issued (as the case may be, in several tranches) in the framework of the Amended Agreements admitted to listing and trading on the regulated market of Euronext Brussels in accordance with the applicable rules and regulations.
5.7 Realisation in several tranches: The capital increase can be realised in one or several tranches by means of one or several notarial deeds, subject to the effective realisation of the respective contributions in kind of the receivables due and the issuance of the shares in consideration of these contributions. If the entire capital increase for the Authorised Amount (including issue premium, as the case may be) is not subscribed for by means of contributions in kind, the capital increase may nevertheless be carried out to the extent of each contribution in kind made in accordance with the Amended Agreements, to be determined as aforesaid, in accordance with article 7:181 of the Belgian Companies and Associations Code. The board of directors or the Committee may also, for the avoidance of doubt, decide not to carry out the contemplated capital increase, without prejudice, however, to the provisions of the Amended Agreements.
(b) to require from the Lenders, in accordance with the Amended Agreements, the conversion into shares of receivables due by the Company to the Lenders under the Amended Agreements;
(c) to determine the number and issue price of the new shares to be issued in the framework of the capital increase in accordance with the Amended Agreements;
The board of directors and the Committee are each authorised to sub-delegate (in whole or in part) the exercise of the powers conferred upon each of them by this resolution. The Committee will be validly represented by each member of the Committee, acting individually.
FOR AGAINST ABSTAIN
6. Communication, consideration and discussion of the following reports concerning the proposed issuance of subscription rights
Communication, consideration and discussion of the following reports:
Proposed resolution: The general meeting of shareholders resolves to approve the issue of 10,000,000 new subscription rights for shares of the Company, with a term of 5 years, called the "2023 Investor Warrants", and to cancel, in the interest of the Company, the preferential subscription right of the Company's existing shareholders and, to the extent necessary, the current holders of share options and/or convertible bonds of the Company, in favour of the Investor. To this end, the general meeting of shareholders resolves as follows:
(c) Term: The Warrants have a term of five (5) years and will expire in the events mentioned in the Warrants Terms.
(d) Possibility of exercise: The exercise of the Warrants is subject to the terms and conditions contained in the Warrants Terms. The Warrants may be exercised as from the later of (i) the date of issuance of the Warrants and (ii) the date of approval by the FSMA of a listing prospectus pursuant to which new shares of the Company will be issued upon exercise of the Warrants, and until they expire.
7.5 Conditional capital increase and issue of new shares: The general shareholders' meeting resolves, subject to and in the case of the exercise of the Warrants, to increase the share capital of the Company and to issue the appropriate number of new shares that may be issued upon exercise of the Warrants. Subject to and in accordance with the provisions of the Warrants Terms, upon exercise of the Warrants and issuance of new shares, the total amount of the exercise price of the Warrants will be recorded as capital of the Company. To the extent that the amount of the exercise price of the Warrants per share to be issued upon exercise of the Warrants exceeds the fractional value of the existing shares of the Company immediately prior to the issue of the new shares concerned, a portion of the exercise price per share to be issued upon exercise of the Warrants equal to this fractional value will be recorded as capital, the balance being recorded as issue premium. Following the capital increase and the issue of new shares, each new and existing share will represent the same fraction of the Company's capital.
7.6 Issue premium: Any issue premium recorded, as the case may be, in connection with the Warrants, will be recorded as a liability in the Company's balance sheet under equity. The account to which the issue premium is booked will constitute, in the same way as the Company's capital, a guarantee for third parties and, unless it is possible to capitalize these reserves, may only be reduced or eliminated following a resolution of the general meeting of shareholders conform the conditions required to amend the Company's articles of association.
Warrants to trading on the regulated market of Euronext Brussels (or any other market on which the Company's shares will then be traded).
FOR AGAINST ABSTAIN
Proposed resolution: The general meeting of shareholders resolves to approve the issue of 10,000,000 new subscription rights for shares in the Company, with a term of 18 months, known as the "2023 Investment Options", and to cancel, in the interest of the Company, the preferential subscription right of the Company's existing shareholders and, to the extent necessary, the current holders of share options and/or convertible bonds of the Company, in favour of the Investor. To this end, the general meeting of shareholders resolves as follows:
will be entitled to dividends and distributions for which the applicable record date or maturity date falls on, or after the issuance date of the new shares.
sofar as necessary, in accordance with article 7:151 of the Companies and Associations Code, all clauses of the Investment Options Terms that come into effect at the time a change of control occurs (including, but not limited to, clauses 5.2 and 7 of the Investment Options Terms), and which fall or could be considered to fall within the scope of article 7:151 of the Companies and Associations Code (relating to the granting to third parties of rights substantially affecting the Company's assets or giving rise to a substantial debt or liability on its part, where the exercise of such rights depends on the launch of a public takeover bid for the Company's shares or a change of control exercised over it). The general meeting of shareholders also grants a special power of attorney to each of the Company's directors, the Company's Chief Financial Officer, the General Counsel, the Compliance Officer and the Company's Corporate Secretary, each acting individually and with the possibility of sub-delegation and power of subrogation, to carry out the formalities required by article 7:151 of the Companies and Associations Code with regard to this decision, including, but not limited to, the execution of all the documents and forms required for the publication of this resolution in the annexes of the Belgian Official Gazette.
8.8 Special powers: The board of directors is authorized to implement and execute the resolutions adopted by the general meeting of shareholders in connection with the Investment Options, and to take all measures and carry out all formalities that will be required under the Investment Options Terms, the Company's articles of association and applicable law in order to issue or transfer the shares upon exercise of the Investment Options. In addition, each of the directors of the Company, the Chief Executive Officer, the Chief Financial Officer, the General Counsel, the Compliance Officer and the Corporate Secretary, each acting individually and with the possibility of sub-delegation and power of subrogation, shall have the power (i) upon exercise of the Investment Options, to record (A) the capital increase and the issue of new shares resulting from such exercise, (B) the distribution of the capital and (if applicable) of the issue premium, and (C) the amendment of the Company's articles of association to reflect the new capital and number of shares outstanding following the exercise of the Investment Options (ii) to sign and deliver, on behalf of the Company, the relevant Euroclear, Euronext and banking documentation, the share register and all necessary documents in connection with the issuance and delivery of the shares to the beneficiary, and (iii) to do all things that may be necessary or useful (including, but not limited to, the preparation and execution of all documents and forms (including a listing and trading prospectus)) for the admission of the shares issued upon exercise of the Investment Options to trading on the regulated market of Euronext Brussels (or any other market on which the Company's shares will then be traded).
FOR AGAINST ABSTAIN
***
Provided he/she/it has completed the formalities referred to in the convening notice to that effect, and unless otherwise instructed, the undersigned notes that he/she/it will vote at the special and extraordinary general meetings for the total number of shares it owns in the shareholders register or has notified the ownership on the record date at midnight (Belgian time), on 16th October 2023.
In case of amendments during the meetings to a proposed resolution or a new proposed resolution:
(*) strike out the options not chosen. An absence of instruction shall be tantamount to an instruction to vote for the amended or new resolution as will be supported or recommended by the board of directors of the Company.
Signed in……………………………………………………….., on………………………………………………………………….
Signature(s)
Mithra Pharmaceuticals SA Assemblée Générale 5 rue Saint-Georges 4000 Liège Fax : +32(0)4.349.28.21 E-mail : [email protected] Site internet : www.mithra.com
We would appreciate if you could provide us with a telephone number and an e-mail address where we can reach you if necessary, to validate this vote and/or to provide you with additional information relating to the general meetings:
| Tel: ……………………………………………………………………………………………………………… |
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E-mail: …………………………………………………………………………………………………………1
1 Your personal data will be processed in accordance with our Company's Privacy Policy, as published on our website
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