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 Dec 20, 2021

3977_iss_2021-12-20_591e1045-4fce-4d85-abcd-5636a5f063eb.pdf

AGM Information

Open in Viewer

Opens in native device viewer

Translation for information purpose

CONVENING NOTICE TO ATTEND THE ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS

Shareholders are invited to attend:

The Ordinary and Extraordinary General Meetings of Shareholders of Mithra Pharmaceuticals SA (the "Company") that will take place on Thursday May 20th, 2021 at 2:00 PM, at Mithra CDMO, rue de l'Expansion 57 à 4400 Flémalle (Belgium) for the purpose of considering and voting on the following agenda in the presence of Maître Jean-Michel Gauthy, Rue Hoyoux 87, 4040 Herstal.

A) Ordinary General Meeting of Shareholders

  • 1. Review of the annual report 2020 including the management report 2020;
  • 2. Review of the consolidated annual accounts closed on the 31 December 2020;
  • 3. Review of the statutory auditor's report regarding the consolidated and non-consolidated annual accounts closed on the 31 December 2020
  • 4. Review and approval of the non-consolidated annual accounts closed on the 31 December 2020;

Proposed resolution: The General Meeting approves the non-consolidated annual accounts closed on the 31 December 2020.

5. Allocation of the results relating to the financial year ended 31 December 2020;

Proposed resolution: The General Meeting approves the allocation of the results reflected in the annual accounts for the financial year ended 31 December 2020.

6. Review and approval of the remuneration report closed on 31 December 2020;

Proposed resolution: The General Meeting approves the remuneration report related to the financial year closed on 31 December 2020.

7. Proposal to grant discharge to the statutory auditor;

Proposed resolution: The General Meeting grants special discharge to the statutory auditor for the performance of his mandate during the financial year closed on 31 December 2020.

8. Proposal to grant discharge of liability to the board of Directors, including directors who resigned during the 2020 financial year;

Proposed resolution: The General Meeting grants, by separate vote, discharge of liability to each of the directors for the performance of their respective mandate during the financial year closed on 31 December 2020.

9. Renewal of the directors' mandate;

Taking into account the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends that the mandates of all directors mentioned in this agenda item 9. be renewed, each for a period of two years.

For further information regarding these proposed directors, reference is made to the corporate governance statement included in the Company's annual report for the year ended December 31, 2020.

On November 25, 2020, the Board of Directors appointed Sunathim BV, represented by its permanent representative, Mr. Ajit Shetty as independent director of the Company by cooptation following the resignation of Castors Development SA, represented by its permanent representative, Mr. Jacques Platieau, from its mandate as independent director. Sunathim BV has continued and completed the mandate of Castors Development NV, which has been appointed for a term extending up to and including the close of the Ordinary General Meeting to be held in 2021 and which will have ruled on the annual accounts for the financial year ending December 31, 2020.

In addition, on December 22, 2020, the Board of Directors appointed TicaConsult BV, represented by its permanent representative, Mr. Erik Van Den Eynden as independent director of the Company by cooptation, replacing Mr. Erik Van Den Eynden, who had also been coopted by the Board of Directors on November 25, 2020, following the resignation of P4Management BV, represented by its permanent representative, Ms. Christiane Malcorps, from its mandate as independent director. TicaConsult BV continued and completed the mandate of Erik Van Den Eynden, who had replaced P4Management BV, who was appointed for a term extending up to and including the close of the Ordinary General Meeting to be held in 2021 and which will have ruled on the annual accounts for the financial year ending December 31, 2020.

Based on information provided by:

  • Ahok BV, represented by Mr. Koen Hoffman as permanent representative;
  • Mrs. Patricia van Dijck;
  • Sunathim BV represented by Mr. Ajit Shetty as permanent representative; and,
  • TicaConsult BV, represented by Mr. Erik Van Den Eynden as permanent representative,

it appears that each of them and, if applicable, their permanent representative, meet the applicable requirements to be appointed as independent directors 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:

a) The Shareholders' Meeting decides to renew the mandate of Eva Consulting SRL, represented by its permanent representative, Mr. Jean-Michel Foidart, as an executive 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 2023 to approve the financial statements for the fiscal year ending December 31, 2022.

  • b) The Shareholders' Meeting decides to renew the mandate of Yima SRL, represented by its permanent representative, Mr. Francesco Fornieri, as non-executive director of the Company, for a period of two years, extending up to and including the close of the Ordinary General Meeting to be held in 2023 to approve the financial statements for the fiscal year ending on December 31, 2022.
  • c) The Shareholders' Meeting decides to renew the mandate of Noshaq SA, represented by its permanent representative, Mr. Gaëtan Servais, as a non-executive 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 2023 to approve the financial statements for the fiscal year ending December 31, 2022.
  • d) The Shareholders' Meeting decides to renew the mandate of Mrs. Patricia van Dijck 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 term of two years, extending up to and including the close of the Ordinary General Meeting to be held in 2023 to approve the financial statements for the fiscal year ending on December 31, 2022.
  • e) The Shareholders' Meeting decides to renew the mandate of Sunathim BV, represented by its permanent representative, Mr. Ajit Shetty, 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 term of two years, extending up to and including the closing of the Ordinary General Meeting to be held in 2023, which will decide on the financial statements for the financial year ending on December 31, 2022.
  • f) The Shareholders' Meeting decides to renew the mandate of TicaConsult BV, represented by its permanent representative, Mr. Erik van den Eynden, 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 term of two years, extending up to and including the closing of the Ordinary General Meeting to be held in 2023, which will decide on the annual accounts for the financial year ending on December 31, 2022.

10. Appointment of Mrs. Amel Tounsi as non-executive director;

Taking into account the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends that Mrs. Amel Tounsi, residing at Place Jean Gabin 1, 1090 Jette, be appointed as non-executive director of the Company for a term of two years, until and including the closing of the Ordinary General Meeting to be held in 2023, which will decide on the annual accounts of the financial year ending on December 31, 2022.

Proposed resolution: The General Meeting decides to appoint Mrs. Amel Tounsi, residing at Place Jean Gabin 1, 1090 Jette, as a non-executive director of the Company, for a period of two years, until and including the closing of the Ordinary General Meeting to be held in 2023 and which will have ruled on the annual accounts for the financial year ending on December 31, 2022.

11. Appointment of Mrs. An Cloet as independent director;

Taking into account the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends that Mrs. An Cloet, residing at Rue Haute 4, 1457 Walhain, be appointed as independent director of the Company for a term of two years, until and including the close of the Ordinary General Meeting to be held in 2023 to approve the annual accounts for the financial year ending on December 31, 2022.

Proposed resolution: The General Meeting decides to appoint Mrs. An Cloet as 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 term of two years, until and including the closing of the Ordinary General Meeting to be held in 2023 and which will have ruled on the annual accounts of the financial year ending on December 31, 2022.

Based on the information provided by Ms. An Cloet, it appears that she meets 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 Code on Corporate Governance 2020.

12. Appointment of Mrs. Liesbeth Weynants as independent director;

Taking into account the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends that Mrs. Liesbeth Weynants, residing at Avenue Emile de Béco 68, 1050 Ixelles, be appointed as independent director of the Company for a term of two years, until and including the close of the Ordinary General Meeting to be held in 2023 to approve the financial statements for the financial year ending on December 31, 2022.

Proposed resolution: The Shareholders' Meeting decides to appoint Mrs. Liesbeth Weynants as 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 term of two years, until and including the closing of the Ordinary General Meeting to be held in 2023 and which will have ruled on the annual accounts of the financial year ending on December 31, 2022.

Based on the information provided by Liesbeth Weynants, it appears that she meets 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.

13. Appointment of SRL ALIUS MODI represented by its permanent representative, Mrs. Valérie Gordenne, as non-executive director

Taking into account the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends that SRL ALIUS MODI, represented by its permanent representative, Mrs. Valérie Gordenne, having its registered office at Bèfve 22 4890 Thimister-Clermont, and registered with the ECB under number 0809.631.185, be appointed as nonexecutive director of the Company for a term of two years until and including the close of the Ordinary General Meeting to be held in 2023 to approve the financial statements for the financial year ending on December 31, 2022.

Proposed resolution: The Shareholders' Meeting decides to appoint SRL ALIUS MODI, represented by its permanent representative, Mrs. Valérie Gordenne, having its registered office at Bèfve 22, 4890 Thimister-Clermont and registered with the ECB under number 0809.631.185, as non-executive director of the Company, for a term of two years, until and including the closing of the Ordinary General Meeting to be held in 2023 and which will have ruled on the financial statements of the fiscal year ending on December 31, 2022

14. Renewal of the statutory auditor's mandate;

Proposed resolution : The General Meeting, based on the Audit Committee's recommendation and of the Board of Directors, decides to renew the mandate of SCRL BDO Réviseurs d'entreprises (approval B00023) as statutory auditor, having its registered office at 4651 Battice, rue Waucomont 51, duly represented by Mr. Cédric Antonelli, auditor (approval A 02203) in its quality of permanent representative for a three years term with immediate effect and until and including the close of the Ordinary General Meeting to be held in 2024 to approve the financial statements for the fiscal year ending December 31, 2023.

For the duration of his mandate, the annual remuneration of the statutory auditor of the Company will be EUR 158,000 (excluding VAT, taxes and expenses, as the case may be) for the audit of the consolidated accounts of the group and the audit of the statutory (nonconsolidated) annual accounts of the Company.

15. Approval of the remuneration policy;

Proposed resolution: In accordance with article 7:89/1 of the Companies and Associations Code, the General Assembly approves the remuneration policy presented by the Board of Directors.

16. Approval of a change of control provision in accordance with Article 7: 151 of the Belgian Companies and Associations Code;

On December 17, 2020, the Company issued 4.250 percent convertible bonds for a total principal amount of EUR 125 million. The terms and conditions of the convertible bonds (the "Conditions") can be found on the Company's website. Conditions 5(b)(x) and 6(d) of the convertible bonds provide that in the event of a change of control of the Company, (i) the conversion price of the convertible bonds will be adjusted in proportion to the time already elapsed since the closing date (i.e., December 17, 2020) and (ii) the bondholders will be entitled to request early redemption of their convertible bonds at the principal amount thereof, together with accrued and unpaid interest. For further information on the issuance of the convertible bonds, reference is made to the report of the Board of Directors of the Company prepared in accordance with article 7:198 juncto articles 7:180 and 7:191 of the Companies and Associations Code, which can be found on the Company's website (www.mithra.com).

Proposed resolution: The General Meeting takes note of, approves and ratifies in accordance with article 7: 151 of the Companies and Associations Code, all clauses of the Conditions of the 4.250 percent convertible bonds issued by the Company on December 17, 2020, maturing on December 17, 2025 (ISIN BE6325746855), which take effect at the time a change of control occurs, including, but not limited to, Conditions 5(b)(x) and 6(d) 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 of rights to third parties which substantially affect the assets of the Company or give rise to a substantial debt or liability on its part, where the exercise of such rights is dependent on the launch of a public takeover bid for the shares of the Company or a change of control over it. The Shareholders' Meeting also grants a special power of attorney to each director of the Company and to Mr. Cédric Darcis (legal manager) (each a "Mandatary"), each Mandatary acting alone and with the right of substitution, to carry out the formalities required by Article 7:151 of the Belgian Code of Companies and Associations with respect to this decision, including, but not limited to, the execution of all documents and forms required for the publication of this decision in the Annexes to the Belgian Official Gazette.

B) Extraordinary General Meeting of Shareholders

1. Review of the special report drawn up by the Board of Directors in accordance with article 7: 199 of the Companies and Associations Code relating to the proposal to renew the authorized capital;

Consideration, discussion and communication of the special report of the Board of Directors in accordance with article 7:199 of the Companies and Associations Code regarding the proposal to renew the powers granted to the board of directors within the framework of the authorized capital, as set forth below under items 2. and 3. of the agenda of the Extraordinary General Meeting and setting forth the specific circumstances in which the board of directors will be able to make use of its powers within the framework of the authorized capital, as well as the objectives it will have to pursue.

2. Renewal of the general power granted to the Board of Directors to increase the Company's share capital within the framework the authorized capital;

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 the powers granted to it under the authorized capital to increase the Company's capital by a maximum amount equal to 100% of the amount of the Company's capital for a period of five (5) years, all as set forth below. For further information on the circumstances in which the Board of Directors could make use of the authorized capital and on the objectives that the Board of Directors would pursue with the authorized capital, see also the special report mentioned under item 1. of the agenda of the Extraordinary General Meeting.

Proposed resolution: The Shareholders' Meeting decides to approve the renewal of the authorization given to the Board of Directors to increase the capital on one or more occasions, during a period of five (5) years as from the publication in the Annexes to the Belgian Official Gazette of the present authorization, by a total amount up to 100% of the amount of the share capital of the Company, 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 Companies and Associations Code, as referred to in item 1. of the agenda of the present Extraordinary General Meeting. Accordingly, the Shareholders' Meeting resolves to delete Article 7 A. of the Company's Articles of Association and to replace it with the following text (the date mentioned in the sub-section in square brackets being the date of the Shareholders' Meeting approving the renewed authorized capital, and the amount mentioned in the sub-section in square brackets being the amount of the Company's share capital at the time of the Shareholders' Meeting approving the authorized capital).

" A. The Board of Directors is authorized to increase the capital in one or more transaction within the limits set by law, in particular by issuing convertible bonds and subscription rights, up to a maximum amount of [100% of the Company's capital at the time of adoption of the new authorized capital]. The board of directors is expressly authorized to use this authorization for the following operations:

- Capital increases or issues of convertible bonds or subscription rights with cancellation or limitation of the preferential subscription rights of the existing shareholders;

- The capital increases or the issuance of convertible bonds or subscription rights 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, 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 authorization 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 General Meeting of [date of the Extraordinary General Meeting approving the renewal of the authorized capital]."

3. Renewal of the authorization to the Board of Directors to increase the capital within the framework of the authorized capital after the FSMA has notified the Company of a public takeover bid on the Company's shares.

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 the authorization for a period of three (3) years to increase the capital of the Company by limiting or eliminating the preferential subscription rights 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 Companies and Associations Code.

For more information on the circumstances in which the Board of Directors could make use of the authorized capital and on the objectives that the board of directors would pursue with the authorized capital, see also the special report mentioned under item 1. of the agenda of the Extraordinary General Meeting.

Proposed resolution: The Shareholders' Meeting resolves to renew the authorization given to the Board of Directors to use the authorization granted under item 2. of the agenda, for a period of three (3) years from the date of this Shareholders' Meeting, after the Company has been notified by the Financial Services and Markets Authority (FSMA) of a public takeover bid on the shares of the Company, subject to the provisions of article 7:202 of the Companies and Associations Code. Accordingly, the Shareholders' Meeting resolves to delete Article 7 B. of the Company's articles of association and to replace it with the following text (the date mentioned in the sub-section in square brackets being the date of the Shareholders' Meeting approving the renewed authorized capital);

"B. The Board of Directors is expressly authorized to make use of the authorization 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 authorization is granted to the Board of Directors for a period of three (3) years as from the General Meeting of [date of the Extraordinary General Meeting approving the renewal of the authorized capital]. It is renewable."

*****

Considering the COVID-19 pandemic, it is currently envisaged that the measures imposed by the Belgian government to deal with this pandemic, such as limiting the number of people attending gatherings and the obligation to ensure a distance of 1.5 meters between each person, may still be in force on May 20, 2021, the date of the Ordinary and Extraordinary Shareholders' Meetings. These measures are in the interest of the health of the individual security holders, as well as of the Company's employees and other persons responsible for organizing the General Meetings. Furthermore, it cannot be excluded that the Belgian government will impose additional measures. Therefore, the Company recommends that shareholders of the Company who wish to participate in the General Meetings use, to the extent possible, the right to vote by mail or by proxy containing specific voting instructions for each proposed decision granted to Fanny Rozenberg, Secretary of the Board of Directors of the Company, and not to attend the General Meetings personally. The Company will grant access to the General Meetings to security holders, proxy holders and any other persons only to the extent permitted by the measures taken or to be taken by the authorities, as applicable at the time of the General Meetings, and always taking into account the recommendations of the authorities, as well as safety and health considerations. In addition, holders of the Company's securities are encouraged to exercise their right to ask questions in writing concerning the items on the agenda of the General Meetings. Details of how to participate in the Ordinary and Extraordinary Shareholders' Meetings are set out in this notice of meeting. The Company will also set up a videoconference to enable holders of the Company's securities who have duly registered for the General Meetings and who have duly completed and returned the notice of participation to the Company to follow the General Meetings remotely.

Videoconferencing will not be considered as an electronic means of communication to attend and vote at the General Meetings, as referred to in Article 7:137 of the Companies and Associations Code but will be an additional means for the security holders to follow the General Meetings. The Company will closely monitor the situation and applicable actions and may provide further updates relevant or impacting the Ordinary and Extraordinary General Meetings on the Company's website (https://investors.mithra.com/en/meeting/ )

In order to attend the Ordinary and extraordinary Shareholders' Meetings, shareholders must comply with the following formalities:

1. Only those people who are shareholders of Mithra Pharmaceuticals SA on May 06th, 2021 at midnight (Belgium time) (hereafter called the "record date") will have the right to participate and vote in the General Meetings on May 20th, 2021, regardless of the number of shares held the day of the Meetings.

Holders of subscription rights and convertible bonds of the Company on May 6th, 2021 at midnight (Belgium time), (hereinafter the "record date") will be entitled to participate but not to vote at the Meetings of May 20, 2021.

2. Holders of registered shares who wish to attend the Meetings will not have to follow specific procedures to register their shares. The registration of their shares will result from Mithra Pharmaceuticals SA shareholders register on the record date. They will, however, have to confirm their desire to attend the Meetings by sending to the company the participation notice attached to the convening notice. Mithra Pharmaceuticals SA must have received such participation notices no later than May 14 th, 2021. They may be sent either by regular mail to the address of the registered office of the Company or by fax or by e-mail (see useful information hereafter).

Holders of registered shares who wish to be represented at the Meetings will also have to send a duly filled out and signed proxy form (in writing or electronically, where the electronic signature must be a qualified electronic signature within the meaning of Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC, as amended), which is attached to the convening notice. Mithra Pharmaceuticals SA must have received such proxies no later than May 14 th, 2021. They may be sent either by regular mail to the address of the registered office of the Company or by fax or by e–mail (see useful information hereafter). Owners of registered shares wishing to be represented must also comply with the participation notification procedure described above.

3. Holders of dematerialized shares who wish to attend the Meetings must request a statement from the authorized account holder or from the settlement organization that holds their share account stating the number of dematerialized shares registered in their name in the books of these institutions on the record date and for which they have confirmed their desire to participate in the Meetings. Mithra Pharmaceuticals SA must have received such statements no later than May 14 th, 2021. They may be sent by regular mail to the address of the registered office of the Company, or by fax or by e-mail (see useful information hereafter).

Holders of dematerialized shares who wish to attend the Meetings also have to confirm their desire to attend the Meetings by sending to the Company the participation notice available on Mithra Pharmaceuticals SA's website (www.mithra.com). Mithra Pharmaceuticals SA must have received such participation notices no later than May 14 th , 2021. They may be sent either by regular mail to the address of the registered office of the Company or by fax or by e-mail (see useful information hereafter).

The holders of dematerialized shares who wish to be represented by proxy at the Meetings will additionally have to send a duly filled out and signed proxy form (in writing or electronically, where the electronic signature must be a qualified electronic signature within the meaning of Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC, as amended). Mithra Pharmaceuticals SA must have received such proxies no later than May 14 th, 2021. They may be sent either by regular mail to the address of the registered office of the Company or by fax or by e–mail (see useful information hereafter). The proxy from is available at the registered office of the Company and on its website (www.mithra.com).

An appointed proxy holder does not necessarily have to be a shareholder of Mithra Pharmaceuticals SA. While appointing a proxy holder, shareholders must in particular pay attention to potential conflicts of interest between them and the proxy holder (see article Article 7 :143, §4 of the Belgian Code on Companies and Associations ("CCA")). In view of the COVID-19 pandemic, the Company nevertheless recommends that security holders who wish to participate in the General Meetings use, to the extent possible, the right to vote by mail or by proxy containing specific voting instructions for each proposed decision granted to Fanny Rozenberg, Secretary of the Company's Board of Directors.

4. In accordance with article 7 :130 of the CCA and under certain conditions, one (or several) shareholder(s) holding (together) at least 3% of the share capital may request the addition of new items to the agenda and/or submit new motions for a resolution relating to items on the agenda or to be added to the agenda. Any such request must be made in writing, duly signed (in writing or electronically, the electronic signature must be a qualified electronic signature within the meaning of Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC, as amended). Mithra Pharmaceuticals SA must have received such requests no later than April 28th, 2021. These requests may be sent either by regular mail to the address of its registered office of the Company, or by fax or by e-mail (see useful information hereafter). The Company shall acknowledge receipt of these requests to this address specified by the shareholder, within 48 hours as from receipt of the requests.

Such request shall be dealt with only if it is accompanied by a document attesting possession of the aforementioned share percentage (in the case of registered shares, a certificate certifying the registration of the corresponding shares in the share register of the Company; for dematerialized shares, a certificate issued by an authorized account holder or settlement organization, certifying the registration of the shares in one or more accounts).

Should certain shareholders exercise this right, the Company shall, no later than May 05th , 2021, publish, as the original agenda was, an updated agenda with additional items and proposed resolutions related thereto and/or additional proposed resolutions. Simultaneously, the Company will make amended forms for voting by proxy available to its shareholders through its website (www.mithra.com). However, proxies notified to the Company prior to the publication of an updated agenda remain valid for the items referred to in such proxies.

As an exception, for the items for which new proposed resolutions are submitted in accordance with article 7:130 of the CCA, the proxy holder may, at the Meetings, deviate from instructions given by the principal if performing such instructions would compromise the principal's interests. He must inform the principal. The proxy must mention whether the proxy holder may vote on new topics added to the agenda or whether he must abstain from voting.

The items or motions for a resolution submitted will be dealt with only if the concerned shareholder(s) have completed the notification and registration process.

  • 5. Shareholders who have complied with the formalities to attend the Meetings may also, prior to the Meetings, submit in writing to the Board of Directors questions regarding items on the agenda or its reports, as well as to the External Auditor with regard to his report. These questions must reach Mithra Pharmaceuticals SA no later than May 14 th, 2021 and may be sent either by regular mail to its registered office or by fax or by e-mail (see useful information hereafter).
  • 6. Each holder of registered shares or, upon presentation of a statement by an authorized account holder or a settlement organization certifying the number of dematerialized shares registered in the name of the shareholder, each holder of dematerialized share may consult and obtain a free copy of all the documents, including the proxy form and, for each item on the agenda not submitted to a vote, the comment of the board of directors, related to the Meetings of May 20th, 2021 which, by law, must be available to shareholders, at the registered office of the Company, on business days and within normal business hours, as from April 20 th, 2021. Requests to obtain free copies may be sent either by regular mail to the address of its registered office of the Company, or by fax or by e-mail (see useful information hereafter). All these documents are also available on the Internet site of Mithra Pharmaceuticals SA as from April 20 th, 2021.
  • 7. It is recalled that one share is equal to one vote.
  • 8. Please note that the signatures on the attendance list will be accepted as from 1:00 p.m. on May 20 th, 2021. In order to attend the Meetings, shareholders or proxy holders must attest their identity, and representatives of legal entities must provide documents attesting of their identity and representation powers, at the latest immediately before the start of the meeting. Otherwise, participation to the meeting may be refused.

For the Board of Directors,

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 : https://www.mithra.com

Talk to a Data Expert

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