Mithra Pharmaceuticals S.A.

AGM Information • Apr 16, 2018

MITHRA PHARMACEUTICALS SA RUE SAINT GEORGES 5 4000 LIEGE BELGIQUE RPM LIEGE (DIVISION LIEGE) 0466.526.646

TRANSLATION FOR INFORMATION PURPOSE

CONVENING NOTICE TO ATTEND THE GENERAL MEETING OF SHAREHOLDERS

Shareholders are invited to attend:

the Ordinary General Meeting of Shareholders that will take place on Thursday May 17th, 2018 at 5 p.m, at the registered office, rue Saint-Georges 5, 4000 Liège (Belgium) for the purpose of considering and voting on the following agenda:

• 1. Review of the annual report 2017 including the management report 2017
• 2. Review and approval of the remuneration report closed on 31December 2017

Proposed resolution: The General Meeting approves the remuneration report related to the financial year closed on 31 December 2017.

• 3. Review of the statutory auditor's report regarding the consolidated annual accounts closed on the 31 December 2017
• 4. Review of the statutory auditor's report regarding the annual accounts closed on the 31 December 2017
• 5. Review and approval of the consolidated and non-consolidated annual accounts closed on the 31 December 2017

Proposed resolution: The General Meeting approves the consolidated and non-consolidated annual accounts closed on the 31 December 2017, including the proposal to carry the losses forward.

6. Proposal to grant discharge to the board of directors

Proposed resolution: The General Meeting grants, by separate vote, discharge to each of the Directors for the execution of their respective mandate during the financial year closed on 31 December 2017.

7. Proposal to grant discharge to the statutory auditor

Proposed resolution: The General Meeting grants discharge to the statutory auditor for the execution of his mandate during the financial year closed on 31 December 2017.

8. Renewal of the statutory auditor's mandate

Proposal of the Audit Committee: The [Audit] Committee decides unanimously to provide a positive advice to the board of directors regarding the renewal of BDO's mandate.

Proposed resolution : The General Meeting, based on the Audit Committee's recommandation and of the board of directors, decides to renew the mandate of SCRL BDO Réviseurs d'entreprises (approval B00023), having its registered office at 4651 Battice, rue Waucomont 51, duly represented by Mr Felix Frank, auditor(approval BA01438) in its quality of statutory auditor for a three years term starting on the first day of the financial year 2018 and ending on the Ordinary General Meeting of the company called to decide on the annual accounts closed on the 31 December 2020.

Moreover, the General Meeting sets the statutory auditor's fees to an annual flat fee amounting to EUR 74,480.

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In order to attend the Ordinary General Meeting, shareholders must comply with the following formalities:

• 1. Only those people who are shareholders of Mithra Pharmaceuticals SA on May 3th, 2018 at midnight (Belgium time) (hereafter called the record date) will have the right to participate and vote in the General Meeting on May 17th, 2018, regardless of the number of shares held the day of the Meeting.
• 1. Holders of registered shares who wish to attend the Meeting 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 Meeting 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 11th, 2018. 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 Meeting will also have to send a duly filled out and signed proxy form, which is attached to the convening notice. Mithra Pharmaceuticals SA must have received such proxies no later than May 11th, 2018. 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), provided that the proxy holder produces the original proxy on or before the date of the Meeting. If these conditions are not met, the company will not recognize the proxy holder's powers. Owners of registered shares wishing to be represented must also comply with the participation notification procedure described above.

1. Holders of dematerialized shares who wish to attend the Meeting 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 Meeting. Mithra Pharmaceuticals SA must have received such statements no later than May 11th, 2018. 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 Meeting also have to confirm their desire to attend the Meeting 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 11th, 2018. 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 Meeting will additionally have to send a duly filled out and signed proxy form. Mithra Pharmaceuticals SA must have received such proxies no later than May 11th, 2018. 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), provided that the proxy holder produces the original proxy on or before the date of the meeting. If these conditions are not met, the company will not recognize the proxy holder's powers. The proxy from is available at the registered office of the company and on its website (www.mithra.com).

• 1. 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 547bis §4 of the Companies Code). This clause applies, among others, to the Chairman of the General Shareholders' Meeting, the members of the Board of Directors, the members of the Executive Committee and, in general, to all employees of Mithra Pharmaceuticals SA, their spouses or legal partners and their relatives.
• 1. In accordance with article 533ter of the Belgian Companies Code 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. Mithra Pharmaceuticals SA must have received such requests no later than April 25th, 2018. 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, Mithra Pharmaceuticals SA shall, no later than May 2th, 2018, 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 533ter of the Companies Code, the proxy holder may, at the Meeting, 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.

1. Shareholders who have complied with the formalities to attend the Meeting may also, prior to the Meeting, 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 11th, 2018 and may be sent either by regular mail to its registered office or by fax or by e-mail (see useful information hereafter).

2. 1. 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 Meeting of May 17th, 2018 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 17th, 2018. 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 17th, 2018.
3. 1. It is recalled that one share is equal to one vote.
4. 1. Please note that the signatures on the attendance list will be accepted as from 4:00 p.m. on May 17, 2018. In order to attend the meeting, 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

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Useful information : Mithra Pharmaceuticals SA Assemblée Générale 5, rue Saint-Georges 4000 Liège Fax: +32(0)4.349.28.21 E-mail : mdillen@mithra.com Site Internet : http://www.mithra.com