AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Mithra Pharmaceuticals S.A.

AGM Information Apr 25, 2023

3977_rns_2023-04-25_568079bf-006d-4e1f-ac33-1f6ebd76fa78.pdf

AGM Information

Open in Viewer

Opens in native device viewer

Translation for information purpose

VOTING BY MAIL

In order to be valid, this vote duly completed, dated and signed must reach MITHRA PHARMACEUTI-CALS SA no later than the 19 th May 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 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 Ordinary General Meeting of Mithra Pharmaceuticals SA to be held on 25th May 2023.

AGENDA AND VOTES

Ordinary General Shareholders' Meeting:

  • 1. Review of the annual report 2022 including the management report 2022;
  • 2. Review of the consolidated annual accounts closed on the 31st of December 2022;
  • 3. Review of the statutory auditor's report regarding the consolidated and non-consolidated annual accounts closed on the 31st of December 2022;

4. Review and approval of the non-consolidated annual accounts closed on the 31st of December 2022;

Proposed resolution: The General Meeting approves the non-consolidated annual accounts closed on the 31st December 2022.

FOR AGAINST ABSTAIN

5. Allocation of the results relating to the financial year ended 31st December 2022;

Proposed resolution: The General Meeting approves the allocation of the results reflected in the annual accounts for the financial year ended 31st December 2022.

FOR AGAINST ABSTAIN

6. Review and approval of the remuneration report closed on 31st December 2022;

Proposed resolution: The General Meeting approves the remuneration report related to the financial year closed on 31st December 2022.

FOR AGAINST ABSTAIN

7. Proposal to grant discharge to the statutory auditor;

Proposed resolution: The General Meeting grants special discharge of liability to the statutory auditor for the performance of his mandate during the financial year closed on 31st December 202é.

FOR AGAINST ABSTAIN

8. Proposal to grant discharge of liability to the board of Directors

Proposed resolution: The General Meeting grants, by special vote, discharge to each of the directors who were in office during the financial year ended 31st December 2022 for the performance of their respective duties during that financial year.

1.- TicaConsult SRL, represented by Mr. Erik van den Eynden, a company registered under the law of Belgium, located Kapelaan Smitslaan 20, in 2650 Edegem and registered in B.C.E. under number 0636 809 156;

2.- Yima SRL, represented by Mr. François Fornieri, a company registered under the law of Belgium, located rue de l'Arbre-Sainte-Barbe 194, in 4000 Rocourt and registered in B.C.E. under number 0871.523.818;

FOR AGAINST ABSTAIN

3.- Sunathim SRL, represented by Mr. Ajit Shetty, a company registered under the law of Belgium, located Wielewaalstraat 18, in 2350 Vosselaar and registered in B.C.E under number 0474.893.093;

FOR AGAINST ABSTAIN

4.- Noshaq SA, represented by Mr. Gaëtan Servais, a company registered under the law of Belgium, located rue Lambert Lombard 3, Hôtel Copis, in 4000 Liège and registered in B.C.E under number 0426.624.509;

FOR AGAINST ABSTAIN

5.—Eva Consulting SRL, represented by Mr. Jean-Michel Foidart, a company registered under the law of Belgium, located sur la Heid 3 in 4870 Trooz and registered in B.C.E. under number 0874.027.804;

FOR
AGAINST
ABSTAIN
---------------- ---------

6.- Alius Modi SRL, represented by Mrs. Valérie Gordenne, a company registered under the law of Belgium, located Bèfve 22, in 4890 Thimister-Clermont and registered in B.C.E. under the number 0809.631.185;

7.- Mrs. Amel Tounsi, domiciled in place Jean Gabin 1, in 1090 Jette;

FOR AGAINST ABSTAIN

8.- Mrs. An Cloet, domiciled in rue Haute 4, in 1457 Walhain;

FOR AGAINST ABSTAIN

9.- Mrs. Liesbeth Weynants, domiciled avenue Emile de Béco 68, in 1050 Ixelles;

FOR AGAINST ABSTAIN

10.- Mrs. Patricia van Dijck, domiciled boulevard Général Wahis 39, in 1030 Bruxelles;

11.- SELVA Luxembourg SA, represented by Mr Christian Moretti, a company incorporated under Luxembourg law, having its registered office at rue des Mérovingiens, 10B 3, 8070 Bertrange (Grand Duchy of Luxembourg) and registered with the Luxembourg Trade and Companies Register under number B215475 and registered with the B.C.E under number bis 0727.790.307;

FOR AGAINST ABSTAIN

9. Re-appointment of directors;

Proposed resolutions:

a) The General Meeting resolves to renew the mandate of Eva Consulting SRL, represented by Professor Jean-Michel Foidart as its permanent representative, as a director of the Company, for a term of two years, extending up to and including the close of the Ordinary General Meeting to be held in 2025 to approve the financial statements for the financial year ending 31 December 2024. The remuneration of the director shall be as provided for in the remuneration policy of the Company, 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 ordinary general meeting of shareholders held on 20 May 2021;

FOR AGAINST ABSTAIN

b) The General Meeting resolves to renew the mandate Selva Luxembourg SA, represented by Mr Christian Moretti as its permanent representative, as a director of the Company, for a term of two years, extending up to and including the close of the Ordinary General Meeting to be held in 2025 to approve the financial statements for the financial year ending 31 December 2024. The remuneration of the director shall be as provided for in the remuneration policy of the Company, 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 ordinary general meeting of shareholders held on 20 May 2021;

FOR AGAINST ABSTAIN

c) The General Meeting resolves to renew the mandate of Alius Modi SRL, represented by Mrs. Valérie Gordenne as its permanent representative, as a director of the Company, for a term of two years, extending up to and including the close of the Ordinary General Meeting to be held in 2025 to approve the financial statements for the financial year ending 31 December 2024. The remuneration of the director shall be as provided for in the remuneration policy of the Company, 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 ordinary general meeting of shareholders held on 20 May 2021.

10. Appointment of new independent directors

Proposed resolutions:

a) The General Meeting resolves to appoint Ribono SRL, with Mr Sidney D. Bens as its permanent representative, as independent director of the Company within the meaning of Article 7:87 of the Belgian Companies and Associations Code and provision 3.5 of the Belgian Code on Corporate Governance 2020, for a term of two years, extending up to and including the close of the Ordinary General Meeting to be held in 2025 to approve the financial statements for the financial year ending 31 December 2024. The remuneration of the director shall be as provided for in the remuneration policy of the Company, 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 ordinary general meeting of shareholders held on 20 May 2021.

FOR AGAINST ABSTAIN

b) The General Meeting resolves to appoint Mrs. Inge Beernaert as independent director of the Company within the meaning of Article 7:87 of the Belgian Companies and Associations Code and provision 3.5 of the Belgian Code on Corporate Governance 2020, for a term of two years, extending up to and including the close of the Ordinary General Meeting to be held in 2025 to approve the financial statements for the financial year ending 31 December 2024. The remuneration of the director shall be as provided for in the remuneration policy of the Company, 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 ordinary general meeting of shareholders held on 20 May 2021.

FOR AGAINST ABSTAIN

c) The General Meeting resolves to appoint Life Science Strategy Consulting SRL, with Mr Christian Homsy as its permanent representative, as independent director of the Company within the meaning of Article 7:87 of the Belgian Companies and Associations Code and provision 3.5 of the Belgian Code on Corporate Governance 2020, for a term of two years, extending up to and including the close of the Ordinary General Meeting to be held in 2025 to approve the financial statements for the financial year ending 31 December 2024. The remuneration of the director shall be as provided for in the remuneration policy of the Company, 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 ordinary general meeting of shareholders held on 20 May 2021.

d) The General Meeting resolves to appoint Gaudeto SRL, with Mr Jacques Galloy as its permanent representative, as independent director of the Company within the meaning of Article 7:87 of the Belgian Companies and Associations Code and provision 3.5 of the Belgian Code on Corporate Governance 2020, for a term of two years, extending up to and including the close of the Ordinary General Meeting to be held in 2025 to approve the financial statements for the financial year ending 31 December 2024. The remuneration of the director shall be as provided for in the remuneration policy of the Company, 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 ordinary general meeting of shareholders held on 20 May 2021.

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 Ordinary 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 11th May 2023.

If, after the effective date of this form, new items are added to the agenda, or new motions for a resolution relating to items on the agenda or to be added to the agenda are added at the request of shareholders in compliance with article 7:130 of the Companies Code, the shareholder:

  • votes in favour (*);
  • abstains from voting (*).

(*) strike out the option not chosen. If none is stricken out, the shareholder will have to abstain from voting on the new items added to the agendas.

Signed in……………………………………………………….., on………………………………………………………………….

Signature(s)

Useful Information 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 Meeting:

Tel: ……………………………………………………………………………………………………………… E-mail: …………………………………………………………………………………………………………1

1 Your personal data will be processed in accordance with our Company's Privacy Policy, as published on our website

Talk to a Data Expert

Have a question? We'll get back to you promptly.