Mithra Pharmaceuticals S.A.

AGM Information • Oct 30, 2019

PROXY

In order to be valid, this proxy must be received, duly completed, dated and signed, by MITHRA PHARMA-CEUTICALS SA no later than 23 November 2019, as described in the convening notice. This proxy can 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).

NOTE:

A shareholder may only appoint a single person as a proxy holder, other than the exceptions shown in article 547bis of the Companies Code. The proxy holder does not necessarily have to be a shareholder.

It is recommended that the shareholder not designate as a proxy the Chairman of the General Shareholders' Meeting, members of the Board of Directors, members of the Executive Committee and in general the employees of Mithra Pharmaceuticals SA, their spouse or legal partner and their relatives, who could pose a conflict of interest according to article 547bis, §4 of the Companies Code.

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 appoints as a proxy holder :

First Name, Last name/name of the company : (please complete)

Residing at/having its registered office at : (please complete)

In order to :

A. Represent him/her/it at Mithra Pharmaceuticals SA's Extraordinary General Meeting that will be held on 29 November 2019, 2 p.m. at Mithra CDMO, rue de l'Expansion 57 à 4400 Flémalle (Belgium) and to vote in his/her/its name on all the items on the following agenda in the manner described. Lacking instructions on how to vote or abstain for one or more of the decisions proposed below or if for any reason the instructions given are not clear, please consider that this is a specific instruction to vote in favor of the proposed resolutions.

AGENDA AND VOTES

• 1. Authorized capital
• i) Review of the special report drawn up by the Board of Directors concerning the renewal of Board's powers to increase the Company's share capital established in accordance with Article 604 of the Companies Code;
• ii) General power granted to the Board of Directors to increase the Company's share capital;

Proposed resolution: The General Meeting decides to:

The General Meeting of shareholders decides to, as long as it's necessary, renew the authorization granted to the Board to, in accordance with Article 603 of the Belgian Companies Code, increase the Company's share capital, in any form, on one or more occasions, within the limit of the law, in particular by issuing convertible bonds and subscription rights, for a period of three (3) years as from the publication date of the General Meeting's present decision in the Belgian Official gazette and up to a maximum amount of seventeen million five hundred and ninety seven thousand six hundred and fifty seven euros (17,597,657.00 EUR).

This capital increase may take any form whatsoever, 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 premiums and/or deferred profits, within the limits permitted by law.

The Board shall have the right to limit or waive the preferential subscription rights of shareholders, in particular in favor of one or more specified persons, other than the members of the personnel of the Company or its subsidiaries, within the limits set out in the Belgian Companies Code.

If the Board decides to limit or cancel the preferential subscription right of shareholders, the Board shall draw up a special report setting out the justification for its decision, the financial consequences of its decision and, where applicable, the identity of the specified persons in whose favor the preferential subscription right of the shareholders has been limited or cancelled. The Auditor will also prepare a report in this regard.

In addition, as soon as the Company receives the communication from the Autorité des services et marches financiers that it has received a notice of a takeover bid for it and until the closing of the bid, the Board may no longer, under the Companies Code, carry out a capital increase by contributions in kind or by contributions in cash by limiting or cancelling the shareholders' preferential right; or create securities representing or not the capital, conferring voting rights (as well as securities conferring the right to subscribe for such securities or to acquire such securities), if such securities or rights are not offered in preference to shareholders in proportion with the part of the capital represented by their shares (art. 607, paragraph 1 of the C. soc).

However, this prohibition does not apply to:

• Commitments validly made before receipt of the above-mentioned communication; and

• Capital increases for which the Board has been expressly and previously entitled by the general meeting, acting: as regards to amendments to the Articles of Association, held no more than three (3) years before receipt of the aforementioned communication, provided that the issued shares pursuant to the capital increase are fully paid up as from their issuance date, the issuance price of the shares issued pursuant to the capital increase shall not be lower than the offered price and the number of shares issued pursuant to the capital increase shall not exceed one tenth of the shares representing the capital issued prior to the capital increase. For this last possibility, the General Meeting decided to grant such authorization to the Board of Directors for a period of three (3) years at the General Meeting of 16 May 2019.

Therefore, the General Meeting decides to:

To replace Article 7, A, entitled "Authorized Share capital" of the articles of association by the following text: "The Board of Directors is authorized to increase on one or more occasions, the Company's share capital within the limits set by the law in particular by issuing convertible bonds and subscription rights, up to a maximum amount of seventeen million five hundred and ninety seven thousand six hundred and fifty seven euros (17,597,657.00 EUR).

The Board of Directors is expressly authorized to use this authorization for the following operations:

• Capital increases or issuance of convertible bonds or subscription rights where the shareholders' preferential subscription right is limited or cancelled;
• Capital increases or issuance of convertible bonds on the occasion of which the preferential subscription rights of shareholders are limited or cancelled in favor of one or more specified persons, other than members of the personnel of the company or its subsidiaries;
• Capital increases carried out by incorporation reserves.

This capital increase may take any form whatsoever, in particular contributions in cash or in kind, with or without share premium, as well as by incorporation of reserves and/or share premiums and/or deferred profits, within the limits permitted by law. This authorization is granted to the Board of Directors for a period of three (3) years from the date of its publication in the Belgian Official gazette. »

FOR AGAINST ABSTAIN

iii) Specific authorization of the Board of Directors to increase the Company's share capital.

Proposed resolution:

The General Meeting of shareholders decides to confirm, following the decision taken at the General Meeting of 16 May 2019, the following:

• extend, pursuant to Article 607, paragraph 2, 2 ° of the Belgian Company Code, the specific authorization given to the Board of Directors, as referred to in Article 7 B. of the articles of association , entitled "Authorized Share Capital", to proceed, on one or more occasions, even after receipt by the Company of the communication made by " l'Autorité des services et marchés financiers » pursuant to which the Company has been seized of a public takeover bid to increase, the Company's share capital, within the strict condition of article 607 of the Companies Code for a maximum complementary amount of seventeen million five hundred and ninety seven thousand six hundred and fifty seven euros (17,597,657.00 EUR) and for a period of three (3) years as from the publication of the General Meeting's decision of 16 May 2019 in the Belgian Official gazette.

The Board shall have the right to limit or waive the preferential subscription rights of shareholders within the limits set out in the Belgian Companies Code.

Therefore,

To replace Article 7, B of the articles of association, entitled "Authorized Share Capital", by the following text: « The Board of Directors is expressly authorized to use the authorization conferred under A. even after receipt by the Company of the communication made by the "Autorité des services et marchés financiers" pursuant to which the Company has been seized of a public takeover bid, under the mandatory conditions provided by article 607 of the Belgian Companies Code. This authorization is conferred to the Board of Directors for a period of three years (3) as from the publication of the General Meeting's decision dated 16 May 2019 in the Belgian Official gazette. It is renewable».

FOR AGAINST ABSTAIN

iv) Authorization of the Board of Directors to amend the articles of association to take into account Company's share capital increases;

Proposed resolution: The General Meeting decides to:

• Extend the authorization granted to the Board of Directors, with the power to subdelegate, to amend the articles of association to take into account Company's share capital increases resulting from the exercise of its powers under the aforementioned authorizations;
• To maintain article 7, C of the articles of association.

FOR AGAINST ABSTAIN

2. Approval of the Change of control provision contained in the agreement of 30 September 2019 between Mithra Pharmaceuticals S.A. and the former shareholders of Uteron Pharma concerning Mithra's remaining payment obligations in connection with the earnouts agreement;

Proposed resolution: The General Meeting decides to:

To approve and, if necessary, ratify, in accordance with Article 556 of the Belgian Company Code, the provision of the agreement of 30 September 2019 concluded between Mithra Pharmaceuticals S.A. and the former shareholders of Uteron Pharma. Under the terms of this agreement, any outstanding amount shall become immediately and fully payable early in case of Change of Control within the meaning of the aforementioned provision within Mithra Pharmaceuticals S.A.

FOR AGAINST ABSTAIN

3. Early opt-in decision under the Belgian Code on Companies and Associations

Proposed resolution:

Pursuant to the opportunity provided in Article 39, §1, paragraph 2 of the law of 23 March 2019 introducing the Companies and Associations Code and laying down various provisions, the Company decides to submit itself in advance to the provisions of the Companies and Associations Code, as from the date of publication in the Belgian Official Gazette of this present decision of the General Meeting. Therefore, the following provisions of the Articles of Association are amended:

• Article 1: A) in paragraph 1, the words "making or having made a public offering within the meaning of Article 438 of the Companies Code" are replaced by "and is a listed company within the meaning of Article 1:11 of the Companies and Associations Code"; B) a third paragraph is inserted as follows: "The company's website is http://www.mithra.com. The company's e-mail address is corporate.secretary@mithra.com. Any communication to this address by shareholders, holders of securities issued by the company and holders of certificates issued with the company's collaboration shall be deemed to have been validly made";
• Article 2: A) in paragraph 1, the words "at 4000 Liège, rue Saint-Georges 5" are replaced by: "in the Walloon Region"; B) in paragraph 2, the word "Belgium" is replaced by "Walloon Region".
• Article 7, as amended by the first resolution of this general meeting: the words "Article 607 of the Companies Code" are replaced by "Article 7:202 of the Companies and Associations Code";
• Article 9: the words "Article 4 of the Belgian Company Code, in accordance with Article 622, §2, paragraph 2, 1° of the Belgian Company Code (this authorization extends to disposals made by direct subsidiaries of such subsidiaries, as defined in Article 627 of the Belgian Company Code)" are replaced by "Article 1:11 of the Companies and Associations Code, in accordance with article 7:218 of the Companies and Associations Code (this authorization extends to dispositions made by direct subsidiaries of such subsidiaries, as defined in article 3:22 of the Companies and Associations Code)";
• Article 18: the words "the directors present or their representatives" are replaced by "the President, the Secretary and the directors who so wish";

• Article 20: the words "Article 520ter of the Companies Code" are replaced by "Article 7:91 of the Companies and Associations Code";

• Article 22, § 3: the sentence "The restrictions as defined by article 525 iuncto article 520ter of the Belgian Company Code do not apply, neither to the persons to whom the daily management has been entrusted, nor to the other managers referred to in article 96, §3, last paragraph of the Belgian Company Code is replaced by "The restrictions as defined by Article 7:121 iuncto Article 7:91 of the Companies and Associations Code do not apply to each member of the day-to-day management body or to the other directors referred to in Article 3:6, §3, paragraph 3 of the Companies and Associations Code";

• IN THE WHOLE BODY OF THE ARTICLES OF ASSOCIATION: the words "registered office" are replaced by "office", the words "registered capital" are replaced by "capital" and the words "Company Code" are replaced by "Company and Association Code", except in the articles amended above.

FOR AGAINST ABSTAIN

4. Adoption of the new coordinated Articles of Association following the early submission (opt-in) to the Companies and Associations Code and incorporating the aforementioned amendments;

Proposed resolution: The General Meeting decides to give the undersigned notary the task of establishing and signing the coordination of the Articles of Association, in accordance with the previous decision, and to ensure its filing in the company's file.

FOR AGAINST ABSTAIN

5. Decision on the address of the head office

Proposed resolution: The General Meeting decides that the address of the registered office is located at: 4000 LIEGE, rue Saint Georges 5.

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 be represented at the Extraordinary General Meeting 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 Friday, 15 November 2019.

If requests for the addition of new items to the agenda, and/or submits of new motions for a resolution relating to items on the agenda or to be added to the agenda are added at shareholders' request in compliance with article 533ter of the Companies Code, the proxy holder is authorized, in compliance with article 533ter, §4, al.2 of the Companies Code, to withdraw from any possible instructions given by the shareholder if the execution of these instructions risks compromising the interest of the shareholder.

If, after the date of this proxy 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 533ter of the Companies Code, the proxy holder:

• is authorized to vote (*);

• must abstain from voting (*).

(*) Cross out the option not chosen. If none is crossed out, the proxy holder will have to abstain from voting on the new items added to the agendas.

B. to take part in all discussions on the items listed on the agenda for this meeting, to cast all votes, to pass and sign all acts, items, minutes, attendance lists and other documents:

C. in general, do all that is necessary to carry out this proxy, promising ratification in advance.

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

Signature(s) must be preceded by the hand-written words "Good for proxy"

Useful Information Mithra Pharmaceuticals SA Assemblée Générale 5 rue Saint-Georges 4000 Liège Fax : +32(0)4.349.28.21 E-mail : corporate.secretary@mithra.com- Site internet : www.mithra.com