MITHRA PHARMACEUTICALS Société anonyme (public limited company) Rue Saint-Georges, Liège Companies Register (Liège)

Transcription

1 MITHRA PHARMACEUTICALS Société anonyme (public limited company) Rue Saint-Georges, Liège Companies Register (Liège) MINUTES OF THE ORDINARY GENERAL MEETING OF 19 MAY 2016 I. Opening of the meeting The Ordinary General Meeting was held on 19 May 2016 at the registered office of SA MITHRA PHARMACEUTICALS. The session was opened at 5pm under the presidency of BVBA BDS MANAGEMENT, represented by Ms Barbara de Saedeleer, Chairman of the Board of Directors. II. Composition of the bureau The Chairman appointed Mr Eric Van Traelen as Secretary of the meeting. Mr Michael Sacré, representing OGEO FUND FDP, and Mr Adrien Lesage, were chosen as tellers. The composition of the bureau was accepted by the Meeting. III. Checks by the bureau The Chairman reported on the observations made and checks carried out by the members of the bureau regarding the composition of the meeting. - Convening notices The convening notices and the agenda of this general meeting were sent and published within the deadlines and in accordance with the terms and conditions laid down in the Company's articles of association and with the provisions of the Companies Code Via announcements inserted on 19 April 2016 in: The Belgian Official Gazette L Echo 1

2 Via standard letters sent on 19 April 2016 to registered shareholders, directors and the Company auditor And on the Company's website on 19 April A copy of the publications and of a standard letter sent to registered shareholders, the directors and the auditor was signed by the tellers. - Documents provided for shareholders In addition, the following documents were made available to shareholders on the Company's website on 19 April 2016 and remained there continuously up to the present, in accordance with the provisions of Article 533bis, 2 of the Companies Code: The number of shares and voting rights on the date of convocation The statutory annual accounts The report from the Board of Directors on the statutory annual accounts The auditor's report on the statutory annual accounts The remuneration report The consolidated annual accounts The report from the Board of Directors on the consolidated annual accounts The auditor's report on the consolidated accounts The proxy voting forms The notices of attendance. The holders of registered shares, the directors and the auditor received a copy of these documents when the convening notices were sent by standard letter. IV. Attendance In order to be able to attend the general meeting held today, the shareholders present or represented complied with the Company's articles of association and the provisions of the Companies Code. The attendance list includes the registration of 18 shareholders present or represented, who met the formalities for admission to the meeting and gather together 23,525,992 shares, each giving the right to one vote, i.e % of the company capital. The attendance list also indicates the auditor's representative and the directors present. 2

3 The attendance list was signed before the session by each of the shareholders or authorised representatives present, by the directors present and by the auditor; it was then initialled by the tellers. V. Recognition of the validity of the meeting The Chairman stated and required the Secretary to draw up the minutes of the following: - As all the formalities required with a view to this meeting have been met, the meeting is validly constituted. - As no special quorum is required for the deliberation of the items on the agenda, the meeting may validly deliberate irrespective of the number of shares present or represented. - None of the items on the agenda calls for a qualified majority. - Each share gives the right to one vote, except for the legal and statutory limits. The Chairman's statement was verified and recognised as accurate by the meeting. The meeting recognised that it was validly constituted and able to deliberate on the agenda. VI. Holding of the meeting The meeting relieved the Chairman of his obligation to read the items on the agenda, which were as follows: 1. Management report from the Board of Directors on the financial year ended on 31 December Remuneration report on the financial year ended on 31 December 2015 Proposed decision: to approve the remuneration report on the financial year ended on 31 December Auditor's report on the consolidated accounts relating to the financial year ended on 31 December Consolidated accounts relating to the financial year ended on 31 December Auditor's report on the annual accounts relating to the financial year ended on 31 December

4 6. Annual accounts relating to the financial year ended on 31 December 2015 Appropriation of the result Proposed decision: to approve the annual accounts relating to the financial year ended on 31 December 2015, including the proposed carrying forward of the loss to be carried forward 7. Discharge to the Directors for the financial year ended on 31 December 2015 Proposed decision: to grant discharge to each of the Directors by special vote for the performance of their respective mandates during the financial year ended on 31 December Discharge to the auditor for the financial year ended on 31 December Proposed decision: to grant discharge to the auditor for the performance of his mandate during the financial year ended on 31 December Examination of the documents The Chairman asked the meeting, which agreed, to relieve the Board of Directors and the auditor of the obligation to read their reports and to be relieved of the obligation to read the other documents made available to the shareholders; the meeting agreed to this. Presentations M. P. Suinen, acting for SPRL S P SUINEN, commented on the remuneration report for the Appointment and Remuneration Committee. The CEO commented on the main achievements of 2015 and an outlook for The CFO presented the consolidated and statutory accounts for Questions The Chairman reminded the meeting that the shareholders had had the possibility, in accordance with the provisions of Article 540 of the Companies Code, to address their questions to the Company in writing by 16 April 2015 at the latest. No questions were asked in writing. The Chairman invited those shareholders who so wished to ask any questions on the subject of the reports of the Board of Directors or the auditor or on the items placed on the agenda. All the questions asked were answered. Deliberations - Votes 4

5 As no-one else requested the floor, the Chairman proposed that the general meeting deliberate on the items and proposed resolutions on the agenda and that it vote on each of the items on the agenda for which the meeting had to take a decision. The resolutions and the result of the vote on each of these resolutions are presented in a table attached to these minutes; this table has been signed by the tellers. VII. End of the meeting All the items on the agenda having been dealt with, the Chairman closed the meeting at 7pm, the meeting having relieved the Secretary of the obligation to read the minutes of this meeting, which were approved by the meeting and signed by the members of the bureau as well as by those shareholders who wished to do so. Liège, 19 May 2016 [Signature on the original] [Signature on the original] BDS MANAGEMENT SPRL Chairman, Eric Van Traelen Secretary, [Signature on the original] [Signature on the original] Michael Sacré OGEO FUND Teller, Adrien Lesage Teller, The shareholders, 5

6 [Signature on the original] Appendix: results of the votes 6

7 MITHRA PHARMACEUTICALS Société anonyme (public limited company) Rue Saint-Georges, Liège Companies Register (Liège) ORDINARY GENERAL MEETING OF 19 MAY 2016 Results of the votes Resolution Number of Proportion of Total number of Number of Number of Number of shares for company votes validly cast votes IN votes abstentions which the votes capital FAVOUR AGAINST were validly represented by cast these shares Approve the remuneration report for the financial year ended on 31 December ,525, % 23,525,992 23,525,992 Approve the annual accounts relating to the 23,525, % 23,525,992 23,525,992 financial year ended on 31 December 2015, including the proposed carrying forward of the loss to be carried forward. Grant discharge to each of the Directors by 23,525, % 23,525,992 23,525,992 7

8 special vote for the performance of their respective mandates during the financial year ended on 31 December 2015 Grant discharge to the auditor for the performance of his mandate during the financial year ended on 31 December ,525, % 23,525,992 23,525,992 8