- Change of Control clauses included in the amended contractual documentation entered into with Highbridge/Whitebox approved
- Appointment of a new director approved
- Dismissal of four independent directors approved
- Attendance quorum for the Extraordinary General Meeting (EGM) not met
- New EGM scheduled for 23 November 2023
Liege, Belgium, 30 October 2023 – 17:45 CET – Mithra Pharmaceuticals SA (Euronext Brussels: MITRA) (the “Company” or “Mithra”), a company dedicated to Women’s Health, announces the results of its Special General Meeting (SGM) and Extraordinary General Meeting (EGM) held today. The meetings were held at Mithra’s CDMO facility based in Flémale, Belgium on 30 October 2023 as from 14:00 CET.
Before the start of the meeting, at the request of the Company, the trading of the Company’s shares on Euronext Brussels was halted.
David Horn Solomon, Chief Executive Officer of the Company, made the following statement: “Today’s shareholder meetings resulted in the approval of a key proposal required for Mithra to secure its financial future by honoring its agreements with key lenders Highbridge/Whitebox. Furthermore, even though the events leading up to the changes to our board of directors have created a distraction for many of our shareholders, we have remained focused on executing on our strategy. Specifically, we are pleased to have delivered new revenue generating agreements with our partners during this period and will continue to focus on maintaining operational excellence and securing our finances. The appointment of Jacques Platieau, and the continued service of Pr. Jean-Michel Foidart and Ms. Valérie Gordenne, constitute a functional board. Mithra can, therefore, continue, as it has during recent weeks, to execute on its strategy. New independent directors who will bring fresh talent, perspectives, experience and leadership to Mithra will be proposed at a general meeting to be convened at a later stage.”
The items on the agenda of the SGM included: (1) the replacement of an independent director through the director’s management company, (2) the amendment of the remuneration of the directors, (3) the revision of the remuneration policy, (4) the approval of change of control clauses in accordance with article 7:151 of the Belgian Companies and Associations Code, (5) the dismissal of the four independent directors, and (6) the appointment of Jacques Platieau (acting through Castors Development SA) as new independent director. As announced earlier, items (5) and (6) were added as additional items to the agenda of the SGM by a group of shareholders holding together 6.15% of the Company’s outstanding shares.
As to the proposed amendment of the remuneration of the directors and the proposed revision of the remuneration policy, as announced on 17 October 2023, the board of directors proposed to remove these items from the agenda of the SGM. The meeting, however, decided to vote on these items, and voted against both the proposed revision of the remuneration and the proposed remuneration policy changes.
As to the replacement and appointment of directors, the SGM approved the dismissal of the four independent directors, as well as the appointment of Jacques Platieau (acting through Castors Development SA) as new independent director. As a result, the board of directors of the Company is now composed of Castors Development SA (with Mr. Jacques Platieau as permanent representative), EVA Consulting SRL (with Pr. Jean-Michel Foidart as permanent representative), and Alius Modi SRL (with Ms. Valérie Gordenne as permanent representative). Additional new candidates to complete the board of directors will be proposed to a general meeting to be convened at a later date.
As to the fourth agenda item, the SGM approved, in accordance with article 7:151 of the Belgian Companies and Associations Code, the change of control clauses included in the amended contractual documentation entered into with Highbridge and Whitebox.
As the required attendance quorum for the EGM was not met, a new EGM will be held on Thursday 23 November 2023 (unless decided otherwise by the Company). There will be no attendance quorum for this second EGM.