(Boursier.com) — Mithras announces that its board of directors has completed its recommendation on the basis of the opinion of the nomination and remuneration committee concerning the application of the Castors Development SA program, with Jacques Platieau as permanent representative.
On October 5, 2023, the company received, in accordance with article 7:130 of the Belgian Code of Companies and Associations, a joint request from eight shareholders holding together (on the basis of certificates sent to the company by said shareholders, and drawn up by their respective account holders, noting the registration in their name of the corresponding number of dematerialized shares) 6.15% of the company’s outstanding shares, including inclusion on the agenda of the special general meeting of shareholders of additional points and proposed resolutions published on September 29, 2023.
The additional items and proposed resolutions have been added to the agenda as new items 5 and 6 of the agenda of the special general meeting as announced by the Company’s press releases dated October 11 2023.
Recommendation of the Board of October 23, 2023: “On the advice of the Appointments and Remuneration Committee, the Board notes that selection criteria for new candidate directors have been established on the basis of the various “letters to shareholders” published by the Company describing the activities of the company. The profile of the candidates sought for the position of director of the company concerns the following specific elements: an international profile; a scientific profile specialized in women’s health or in complex and/or American regulatory procedures; and a specialized profile in biotechnology or the pharmaceutical sector, with in-depth knowledge of the American pharmaceutical sector and its commercialization.
The Council emphasizes that, given the current stage of development of DONESTA, this last criterion is the most important for the company.
After examining the draft application of Castors Development SA, with Mr. Jacques Platieau as permanent representative, the interview carried out with Mr. Platieau and the additional information provided by him (in particular his CV available on the Company’s website ), the Board notes that although Mr. Platieau meets some of the criteria put forward by the Company, he does not meet the most important criterion, as stated by the Board, for the current development of the Company.
Furthermore, Mr. Platieau meets the purely objective criteria of independence as defined by article 3.5 of the Belgian Corporate Governance Code 2020. However, the Board notes that Mr. Platieau was a director in office from 2015 to 2020 (part of his previous mandate having been exercised through his company Castors Development SA) and that Castors Development SA, with Jacques Platieau as permanent representative, is a candidate proposed by the shareholders having requested a modification of the order of day of the Special General Meeting, in accordance with article 7:130 CSA, composed of the majority shareholders of Uteron Sellers”. Furthermore, the previous mandate of Mr. Platieau (and that of Castors Development SA) was not renewed at the time.
The Board also recalls that if the latter were to be appointed by the Special General Meeting, it would in any case be appropriate to seek new candidates meeting the profile sought by the company to support its strategy. The Board also recalls that if the mandates of the four current independent members of the Board were to be revoked at the Special General Meeting, the remaining members of the Board should propose new directors for shareholder approval so that the Company is equipped with ‘a Board of Directors that meets the requirements of Belgian legislation and corporate governance standards.
In view of the above, the Board unanimously decides not to favorably recommend the candidacy of Castors Development SA, with Mr. Jacques Platieau as permanent representative, as director of the Company.