Untitled

Transforming women’s health through innovation

ANNUAL REPORT

2021

Activity report

Letter to shareholders 6

2021 Highlights

2022 Outlook 12

Mithra, inspired by women 14

Our staff 15

ESG strategy 16

Research & Development 36

Estetrol platform

Estelle

Donesta

Beyond women’s health 46

Complex therapeutics

Myring

Tibelia

Zoreline

Mithra CDMO 52

Financial highlights 54

Mithra share 56

Shareholding structure 57

2022 Financial calendar 58

Governance 60

Contents

Corporate Governance and

Financial Statements

Board of directors’ report 69

Statement of responsibility 109

Statutory’s auditor report

110

Consolidated nancial statements

116

Notes to the consolidated nancial statements 122

Corporate governance

and nancial statements

Activity report

4 5

ACTIVITY REPORT

6 7

Letter to

shareholders

Dear Shareholders,

The year 2021 has been historic for Mithra in many ways,

most notably the obtention of market authorizations for our

rst estetrol-based product, the Estelle

contraceptive pill,

with a worldwide commercial launch to follow. A recognition

for a biotech such as Mithra, coming to crown years of

research and hard work. We are proud of this achievement,

which demonstrates our company’s ability to bring innovative

products to market in an area where there is a real need for

alternatives. 2021 also marked the strategic repositioning

of our second product candidate, Donesta

, which aims

to provide a global response to the needs of millions of

menopausal women.

Our agship asset, estetrol

In the rst half of 2021, Mithra received marketing authori-

sations for Estelle

from the major regulatory agencies, the

FDA (US), the EMA (Europe) and Health Canada (Canada). In

the United States, the world’s largest contraceptive market,

our partner Mayne Pharma began marketing at the end of

June 2021 under the brand name Nextstellis

. It is under this

same brand name that the pill was launched in Canada at the

end of August. For the European market, our partner Gedeon

Richter has opted for a sequenced launch in the different

countries under the brand name Drovelis

. To date, Drovelis

is available in 17 European countries including the main

markets of Germany and Italy. Although the commercial

launch took place in the context of a pandemic, limiting

access to health care professionals, the rst sales gures, as

well as the various marketing indicators, are promising.

Convinced of estetrol’s potential to address major estrogen

deciency symptoms affecting a majority of postmenopausal

women, we decided to broaden the scope of the clinical

programme for our next generation hormone treatment

Donesta

and to launch three additional studies addressing

symptoms other than only hot flushes. With estetrol’s unique

prole, we believe we can offer women a safe and effective

alternative that addresses a range of symptoms that greatly

affect women’s quality of life. At the beginning of 2022, we

were very pleased to obtain positive efcacy results for our

phase III Donesta

, reinforcing our condence in the strong

potential of this product candidate.

Complex therapeutics and CDMO

The commercialization of Myring

, our contraceptive vaginal

ring, continued internationally with launches in Canada, Chile,

France and Italy, the fourth largest market worldwide. Today,

our ring is marketed in 13 countries, representing a total

market of more than 267 million euros and nearly 18 million

rings per year.

Mithra also acquired full licensing and distribution rights

for Zoreline

in key territories such as China, Australia and

Canada, which are expected to account for over 70% of the

market by 2025. This strategic acquisition gives Mithra 100%

worldwide rights to the Zoreline

subcutaneous implant,

which is used to treat prostate cancer, breast cancer and

other gynaecological indications.

Our Mithra CDMO has also inaugurated a new manufacturing

unit entirely dedicated to the production of lling and nishing

of complex injectable liquids and biological products in vials,

pre-lled syringes. This high added value activity reinforces

the strategic position of our CDMO at European level for the

coming years.

Governance and corporate social

responsibility

At our General Meeting of Shareholders, our Board of

directors was renewed and now includes 10 directors with

varied and complementary proles, allowing Mithra to have

diverse expertise. We are particularly proud to see this board

achieve perfect parity with 5 women directors and 5 men

directors, as well as 5 independent and 5 non-independent

directors.

Conscious of our role and influence on society, we have

decided to launch our social responsibility strategy in

2021 through the creation of a Sustainability Committee

and the selection of commitment axes and sustainable

development goals dened by the United Nations. Our

various achievements and aspirations are detailed in a new

section of this annual report.

Leon Van Rompay,

Chief Executive Ofcer

Ajit Shetty,

Chairman of

the Board

We are proud of this success which

demonstrates our company’s ability to market

innovative products in a field

where the need for alternatives is real.

Outlook

Based on our positive results earlier this year, we are in a better

position than ever to conclude a global licensing agreement

for our product candidate Donesta

. On the commercial side,

we should also be able to secure a licensing agreement for

our contraceptive pill in China this year, as well as marketing

authorisation for our vaginal contraceptive ring Myring

the US.

In Research & Development, our core business, we plan

to launch 3 additional studies in the Donesta

clinical

programme to measure the activity of our product on three

major menopausal symptoms, namely vulvovaginal atrophy,

skin and hair quality. Our estetrol portfolio will also begin its

rst diversication beyond women’s health, with the launch

of a clinical programme in neonatal hypoxic-ischaemic

encephalopathy, for which estetrol has orphan drug status.

We look forward to launching Estelle

in new markets and

to boosting sales through a major promotional campaign

planned for mid-year, particularly in the US. Donesta

emerging as a product candidate capable of targeting a wider

market and we will do our utmost to maximise its potential.

We are more convinced than ever that our estetrol portfolio is

innovative, not to say revolutionary. We would like to thank all

our operational teams for having succeeded in this incredible

challenge of obtaining marketing authorizations for Estelle

and reshaping the Donesta

clinical programme to live up to

its promise.

We would also like to take this opportunity to thank you,

dear shareholders, for your trust and unwavering support

over the past years. Although recent global events have

disrupted the environment in which we operate, rest assured

that innovation and value creation remain our focus. We look

forward to achieving further major accomplishments in 2022.

2021 Highlights

May

Appointment of a new Board of

Directors for a two-year-mandate.

For the rst time, this board

achieves perfect parity with 5

women directors and 5 men

directors, as well as 5 independent

and 5 non-independent directors.

Approval of Estelle

in whole

Europe.

FDA marketing exclusivity for

Estelle

as a new chemical entity.

June

Launch of Estelle

under the

trademark Nextstellis

in the United

States. Estetrol is the rst new

estrogen introduced in the US in

over 50 years

Acquisition of full licensing and

distribution rights for the Zoreline

implant as well as a successful

renegotiation of the earnouts

for Zoreline

and Myring

- two

Complex Therapeutics in Mithra’s

portfolio.

July

Partnership with the Belgian biotech

ExeVir for the manufacturing of

innovative Covid-19 treatments

at Mithra CDMO’s new Injectable

Facility.

Mobilization of Mithra staff

members to support Walloon

victims of the devastating floods

through two main actions : a

nancial donation to the Belgian

Red Cross and the onsite gathering

of a volunteers’ crew to work side

by side to help those affected.

February

Appointment of Leon Van Rompay

as Chief Executive Ofcer.

Mr. VanRompay has more than

40 years of experience in the

international pharmaceutical

industry.

March

First marketing authorization for the

contraceptive pill Estelle

obtained in

Canada.

Launch of Myring

in Italy, the

fourth largest market in the world,

under the brand name Kirkos

Farmitalia

Positive opinion for Estelle

from the

Committee for Medicinal Products

for Human Use (CHMP) of EMA.

April

FDA approval for Estelle

for

commercialization in the US by

Mayne Pharma.

Presentation of Mithra’s new

production line dedicated to

injectable products to Walloon’s

Health Minister, Christie Morreale.

10 11

August

Commercial launch of Nextstellis

by Searchlight

Pharma on the Canadian market. E4 is the

rst new estrogen in a COC in the Canadian

market in more than half a century.

September

Approval delivered from the Russian Medicines Agency

(Roszdravnadzor) on the registration application of

Estelle

in Russia.

Completion of recruitment for Donesta

Phase III

clinical program in the United States and Canada.

Topline results of the Coronesta Phase II study in the

safety and efcacy assessment of estetrol for the

treatment of hospitalized patients with moderate

Covid-19.

November

Mithra’s R&D and manufacturing center welcomes

investors and analysts to give a strategic update of its

pipeline during its Investor Day.

Extension of the Donesta

Clinical Program with

three new studies carried out on estetrol’s effect on

symptoms signicantly impacting postmenopausal

women’s quality of life: vulvovaginal atrophy, skin

health and hair quality.

Diversication of the R&D pipeline through

rights’ acquisition option relating to a development

program led by the Belgian company BCI Pharma

on innovative kinase inhibitors notably indicated for

the treatment of female cancers and endometriosis.

Approval of Estelle

under the trademark

Nextstellis

in Australia.

Opening of the European Society of

Gynecology congress by Mithra and

Gedeon Richter Pharma.

December

Presentation of data about Estelle

’s clinical trials at

the 30

World Congress on Controversies in Obstetrics,

Gynecology and Infertility.

October

Launch of Estelle

in Belgium under the brand

name Drovelis

by Gedeon Richter Pharma

and under the brand name Lydisilka

by Ceres Pharma.

2022 Outlook

Estelle

’s commercial rollout

In 2021, the worldwide launch of rst estetrol-based product, the contraceptive

pill Estelle

took place in the United States, Canada and a dozen of European

countries. We are condent that our innovative pill will continue to further

increase its market penetration in these territories and expand to

additional regions, namely in Europe (Czech Republic, Portugal,

Switzerland, UK as well as Nordic countries) and Australia. New

marketing authorizations are also anticipated in 2022, as well

as additional regulatory submissions in Latin America.

12 13

Geopolitical situation in Eastern Region

Since the beginning of the conflict in Ukraine, we are monitoring closely the

geopolitical situation in order to anticipate potential impact on Mithra’s and

partners activities, in particular Estelle

launch in Russia foreseen in H2 2022, a

region which only represents 1% in terms of revenues for 2022.

On the R&D side, we are currently analyzing the situation regarding the potential

impact on the recruitment for the additional European Donesta

study (C301) that

should be completed by the end of H1 2022. About 10% of the recruitment sites

are located in Russia and we have activated a mitigation plan in order to replace

these sites with other sites in the United States and Europe and to avoid any delay

in the submission to the European Medicines Agency.

Final stretch for Donesta

Clinical Program

Early 2022, we received our rst top line clinical phase 3

results of Donesta

, which have conrmed the tremendous

potential as an innovative hormone therapy to treat many

symptoms of estrogen loss simultaneously or sequentially

throughout the entire menopausal period. These positive

efcacy results enable us to step up our contacts with

interested partners for the signature of a License & Supply

agreement. We look forward to advancing our clinical

development, including the initiation of three additional

studies (vulvovaginal atrophy, skin and hair quality) aimed

at reshaping Donesta

’s prole as a hormone therapy

targeting a broad range of major menopausal symptoms.

The primary safety results are anticipated for end 2022 in

the United States/Canada and for end H1 2023 in Europe.

Launch of E4-clinical

program in neuroprotection

In addition to its two E4-based products for

contraception and menopause, Mithra is

developing E4’s potential in other therapeutic

areas, particularly in neuroprotection for the

treatment of hypoxic ischemic encephalopathy

(HIE), a life-threatening form of neonatal

asphyxia. This R&D program will enter clinical

trials in H1 2022 with a phase 1 study to collect

safety, tolerability and pharmacokinetic data

with Mithra’s E4-based formulation on adults.

Results are anticipated in H2 2022.

Further expansion of

contraceptive Myring

Following the successful launches of our vaginal

contraceptive ring Myring

in key regions such

as Italy and Canada in 2021, we plan to further

expand market coverage with additional launches

in the second half of the year. We are moving

closer to approval for Myring

in the United

States, the world’s largest market, hopefully later

in the calendar year 2022.

For over twenty years Mithra has dedicated its

researches so as to redene women’s health,

transform their daily lives in an innovative way

and unlock emerging opportunities in healthcare

with a focus on contraception and menopause.

Thanks to the commitment of nearly

350 collaborators, Mithra stands by its goals

to meet women’s needs at all stages in their

lives through the of new products offering better

ecacy, safety and convenience.

14 15

Our staff

Mithra,

inspired

by women

nationalities

Average age:

32 years

252

employees

engagements

44%

men

56%

women

> 350

collaborators

IPO in 2015

Founded in

1999

Specialists in

Women’s

Health

Partnerships in

>100

countries

Break through

innovation with

the unique hormone

Estetrol (E4)

Mithra unveils

its sustainability strategy

ESG : Environnement, Social and Governance

In the past years, we implemented in our strategy of value creation several

initiatives in order to reduce the environmental footprint of our operations,

to improve the life balance of our employees and to strengthen our relations

with our stakeholders. As we faced numerous events resulting from climate

change, 2021 has again showed us that it is more crucial than ever to make

human activities more sustainable.

Considering this environment in which we are evolving, Environmental, Social and Governance (ESG) topics represent

opportunities and challenges our company has to deal with every single day as we aim to create value for our stakeholders

and shareholders in a sustainable way.

To ensure that sustainability is embedded in our corporate strategy and that our sustainability ambitions translate into

reality, we launched a strategic exercise in 2021 and set up a Sustainability Committee composed of our company

key representatives. With the role to develop a sustainability strategy based on the 17 Sustainable Development Goals

(SDGs) dened by the United Nations, the Committee met on a regular basis to dene the key material topics for Mithra

to work on in terms of sustainability. Within the company structure, this Committee reports directly to the Executive

Committee.

Board of

directors

Audit and Risk

Committee

Executive

Committee

Sustainability

Committee

Nomination &

Remuneration

Committee

16 17

> Decides on the Company’s

values, strategy, risk

preference and key policies

> Provides entrepreneurial

leadership to the Company

and enables risks to be

assessed and managed

> Ensures the necessary

leadership, nancial and

human resources are in

place for the Company to

meet its objectives

> Assists the Board in all matters

relating to:

• The selection and

recommendation of qualied

candidates for membership

of the Board

• The nomination of the CEO

and of the members of the

Executive Committee

• The remuneration of the

independent Directors, of the

CEO and of the members of

the Executive Committee

> Assists the Board in

fullling its monitoring

responsibilities in respect

to control, including

responsibilities for

the nancial reporting

process, the system of

internal control and risk

management and the

external audit process

> Handles the day-to-day management

of the Company

> Proposes and implements the

corporate strategy, taking into

account the Company’s values,

strategy, key policies, plans and

budgets as set out by the Board

> Develops and proposes the corporate

sustainability strategy

> Oversees the implementation, in

collaboration with the operational

teams, of the corporate sustainability

strategy as set out by the Board

To build our sustainability strategy,

we rst carried out what is called

an SDG mapping and assessment

with the support of an experienced

external consultant. This exercise

enabled us to identify and assess

the links between Mithra’s

operations and products and the

17 United Nations Sustainable

Development Goals.

The objective of this analysis was

to build our sustainability strategy

on a referenced framework, in

order to allow our shareholders and

stakeholders to compare Mithra’s

impact to that of other companies,

based on international recognized

standards. Our aim was also to

ensure that our strategy focused

on the goals to which we can most

contribute.

Our contribution to the

Sustainable Development

Goals

-5

-10

-15

-20

ESG : Environnement, Social and Governance

Out of these nine SDGs, the most signicant SDGs Mithra relates to and can contribute to are:

Good health and well-being (SDG 3), Decent work and economic growth (SDG 8) and Responsible consumption and production (SDG 12).

We contribute to SDG 3, i.e. “Ensure

healthy lives and promote well-being

for all at all ages”, and among other

targets, to target 3.7, i.e. “By 2030,

ensure universal access to sexual

and reproductive health care services,

including for family planning,

information and education, and the

integration of reproductive health into

national strategies and programmes”.

We contribute to SDG 8, i.e. “Promote

sustained, inclusive and sustainable

economic growth, full and productive

employment and decent work for

all”, and for example to target 8.5, i.e.

“By 2030, achieve full and productive

employment and decent work for all

women and men, including for young

people and persons with disabilities,

and equal pay for work of equal value”.

We also contribute to SDG 12, i.e.

“Ensure sustainable consumption and

production patterns”, and for example

to target 12.2, i.e. “By 2030, achieve

the sustainable management and

efcient use of natural resources”.

Our contribution to these 9 SDGs

Our SDG assessment showed that we contribute positively to Good health and well-being (SDG 3), to Quality education (SDG 4),

to Gender equality (SDG 5) and to Industry, innovation and infrastructure (SDG 9).

We contribute positively to Good health and well-being (SDG 3) and to Gender equality (SDG 5) because, as a biotech company

specialized in women’s health, improving the health, quality of life and well-being of women is at the heart of our priorities. As we

strive to develop innovative solutions, we enhance scientic research and encourage innovation, thereby contributing to Industry,

innovation and infrastructure (SDG9). As for Quality education (SDG4), we contribute to achieving it as allowing our collaborators

to develop their knowledge and skills is of utmost importance for us.

Our assessment also revealed that our impact on Clean water and sanitation (SDG 6), on Affordable and clean energy (SDG 7),

on Decent work and economic growth (SDG 8) and on Responsible consumption and production (SDG 12) is less positive. This is

mainly due to the environmental footprint of our operations. As for our impact on Life below water (SDG 14), it is positive if we only

consider our products, and not our operations.

Genesis of our

sustainability strategy

The results of our SDG mapping

and assessment led us to develop

a sustainability strategy that

broadens our primary mission of

improving women’s life. We want

to improve people’s life, not only the

life of our patients but also the life

of our collaborators, while reducing

our environmental footprint. Our

goal is also to achieve clear and

transparent communication on our

sustainability objectives, initiatives

and key performance indicators.

Good

health and

well-being

Quality

education

Gender

equality

Clean water

and sanitation

Affordable and

clean energy

Decent work and

economic growth

Industry, innovation

and infrastructure

Responsible

consumption

and production

Life below

water

We can contribute to 9 SDGs

Our detailed SDG mapping showed that, out of the 17 SDGs,

there are 9 SDGs we have a link with.

Most signicant SDGs

20 21

Key material topics

ESG : Environnement, Social and Governance

Patients

Innovate to develop safe

solutions that address

the unmet needs of

our patients in order to

improve their daily life

Responsible R&D

Product safety & quality

Access to healthcare

Reduce the

environmental

impact of our

solutions and

operations

Environmental

impact of

operations

Product ecotoxicity

Improve the health

and well-being of our

collaborators, ensuring

they have the chance

to develop their skills

and equal opportunities

irrelevant of gender

Talent management &

development

Attractiveness & turn-

over

Equal opportunities

irrelevant of gender

Health and well-being

at work

Create an environment

that ensures we

apply the highest

ethical standards, in

terms of governance,

communication and

sourcing

Governance &

business ethics

Responsible

communication

Responsible sourcing

Support impactful

and meaningful

projects that aim

to help women

gain well-being and

empowerment

Women

empowerment

& community

involvement

Planet

People

Ethics and

integrity

Women

empowerment

Our sustainability strategy is based on ve key material topics and thirteen subtopics.

These topics and subtopics were identied by conducting a materiality assessment, which is the process of

identifying and assessing the potential environmental, social and governance issues that could affect your business

to then dene the topics that matter most to your internal and external stakeholders. These topics then inform

company strategy, targets and reporting.

On the basis of our SDG mapping and assessment and guided by our external consultant, our Sustainability

Committee brainstormed to identify and assess the environmental, social and governance topics that were most

relevant for Mithra. Together we listed the potential topics and selected the most relevant ones, which each member

of the Committee then prioritized. This exercise led to a prioritization matrix and to a list of priority topics.

The members of our Executive Committee have been involved in our materiality assessment and it is our ambition

to collect the feedback from our external stakeholders at a later stage.

22 23

Patients

ESG : Environnement, Social and Governance

As a company dedicated to women’s

health, our mission has always been

to offer women innovative solutions

that address their needs and offer

them better ecacy, safety and

quality of life.

Responsible Research & Development

At Mithra, we value innovation and expertise to pursue our

mission of a better health for women. Our ambition is to

develop innovative solutions that address their current and

future unmet needs and that offer an improved benet-risk

prole, for them as well as for the environment.

To this end, we invested 76.6 million euros into research and

development in 2021, submitted 21 abstracts and published

4 manuscripts in scientic journals. To ensure that our

Research & Development teams stay at the cutting edge

in science, we also attended no less than 9 international

scientic congresses.

Product safety and quality

The safety of our patients is of utmost importance to us.

Our goal is to ensure that our products are safe and efcient

for all patients, both during clinical trials and once they are

commercialized.

To prevent all risks associated with product safety and

quality, we already comply with all the guidelines issued by

the regulatory authorities. Besides these strict regulations,

we have decided to add three new ambitious targets:

1. Succeed all GxP

inspections and customer

audits (no critical observations)

2. Digitalize Mithra’s quality system by end 2022

3. Increase our suppliers and partners global

quality oversight to 30% by end 2022 and to

100% by end 2025

Safety and quality reporting

2021

(reference year)

Rate of successful audits

(no critical observations)

100%

Number of recalls issued 1 minor recall

SOP in place for suppliers and

partners monitoring

Compliance monitoring adverse

event reports – 15 days

100%

Compliance monitoring adverse

event reports – 90 days

100%

Compliance monitoring periodic

safety update reports

100%

Achievements and initiatives

To ensure that we keep offering efcient and safe drugs to

our patients, a series of initiatives were launched. A quality

plan for 2022 has been dened and is currently being

implemented. This plan includes the implementation of a

digital quality management system (eQMS) that will help

improve information trackability (e.g. by reducing document

loss and human errors), leading ultimately to the improved

quality of our products. This digitalization project will be fully

operational by the end of 2022. Our quality team will also be

reinforced and one of our collaborators will be fully dedicated

to the global quality oversight of our suppliers and partners

(i.e. drug products suppliers, nished products suppliers,

packaging suppliers and commercial partners) and will

be in charge, a.o. of suppliers and partners quality audits,

periodical quality reviews, potential deviation follow-ups,

changes management and quality KPI follow-ups.

We are also proud to say that all adverse events reports were

submitted on time. Compliance to these timelines is very

important as it provides assurance that marketing authorization

holders have adequate systems in place for the safety

monitoring of medicines on the market. All periodic safety

update reports (PSURs) were also submitted on time. These

reports are pharmacovigilance documents intended to provide

an evaluation of the benet-risk balance of a medicinal product

at dened time points during the post-authorization phase. Each

marketing authorization holder is responsible for submitting

PSURs for its own products and should submit PSURs to the

EMA according to dened timelines. An appropriate quality

system should be in place in order to avoid failure to comply

with these timelines.

Access to healthcare

Beyond the efcacy, safety and quality of products, biotech-

nological and pharmaceutical companies also have the social

responsibility to make their products available to the greatest

number of people. Even if access to healthcare is a core

responsibility of public authorities, this challenge is managed

in partnership with the biotech and pharma companies

who must pay attention to their pricing, distribution and

affordability policies.

At Mithra, we strive towards universal access to our

medicines in sexual and reproductive health.To achieve this

ambitious goal, we have set a series of targets:

1. Increase the geographical availability of our

products to 70 new countries by 2030, of which

30% of developing countries

2. Contribute to healthcare cost containment and

stay within the 15% price range of other similar

products of the same category, for reproductive

health products

Our access to medicines reporting



2021

(reference year)

Number of countries in which our

products are available

Number of developing countries in

which our products are available

Number of products available that

target WHO priority therapeutic

areas

2

Board level representation for

Access to Healthcare issues

No

CSR or other committee oversees

Access to Healthcare issues

Yes

Number of orphan drugs available

on the market

0

Number of orphan drugs in the

pipeline

1

Price difference as compared to

market for reproductive health

products

Maximum 15%



Our two main commercialized health solutions target

reproductive health, an area dened as a priority by the World

Health Organization (WHO). Our monthly contraceptive

vaginal ring, Myring

, is already available in 13 countries.

As for our innovative contraceptive pill Estelle

, which was

launched in 2021, it is already available in 11 countries.

Together with our partners, we are planning to launch

Estelle

in 19 additional countries in 2022.

1 Common term for all good practices used in the pharmaceutical sector

24 25

Planet

Heatwaves, droughts, oods,

earthquakes… The signs of

human-induced climate change

become more and more visible each

day. As our planet and nature face

disruption and as human well-being is

threatened, urgent actions are required

to reduce the risks associated with

climate change. As a company, we

must play our part and reduce the

environmental impacts that result

from our operations and products.

Environmental impact of operations

To reduce the environmental footprint of our operations and

protect the planet, we have set four ambitious targets:

1. Reduce our Greenhouse Gas Emissions by 55%

by 2030

2. Increase our share of renewable energy to 70%

by 2030

3. Reduce our water consumption by 20% by 2030

4. Reduce our waste production by 20% by 2030

Environmental reporting

2021

(reference year)

GHG emissions

(tons of CO

equivalents)

3.887

Energy consumption (MWh) 11.509

Share of energy from renewable

sources (%)

Water consumption (m

) 25.468

Waste production (tons) 79

Climate protection activities

To ensure we meet our ambitious targets of environmental

footprint reduction, we have launched a series of initiatives.

A few of them are listed below.

Our R&D and manufacturing platform, Mithra CDMO, was

already equipped with 1850 solar panels that covered 9%

of our electricity consumption. To increase our share of

energy from renewable sources, a brand-new eld of 2748

solar panels was installed. These panels will be operational

in May 2022 and will cover around 28% of our electricity

consumption, tripling our share of energy from renewable

sources.

ESG : Environnement, Social and Governance

Mithra currently employs more than 300 collaborators, based

on two sites. Even though the implementation of structural

homeworking has already helped reduce the environmental

impact of our fleet, we are committed to further reducing it

but also to offer mobility solutions that answer to the new

ways of working and meet our collaborators’ needs. To this

end, our human resources team is currently developing a

mobility project which should be launched end 2022 (more

details on this project in the ‘People’ section of this report).

Product ecotoxicity

Either naturally or synthetically produced, estrogens are

commonly found in the aquatic environment. Every year, more

than 700 kg of the synthetic estrogen ethinylestradiol(EE2),

which is present in almost all combined contraceptive pills,

are discharged into wastewater. These endocrine disruptors

can influence the sexual differentiation of shes and disrupt

aquatic ecosystems.

Mithra is mindful of the environmental footprint of its

solutions. We are committed to monitor and reduce the

environmental impact of our solutions and will therefore

conduct an environmental risk assessment for all new

Mithra product candidates, so as to determine their PEC/

PNEC ratio

In the case of Estelle

, the studies conducted on a

representative sh species showed that estetrol, at

environmental predicted concentrations, presented none of

the adverse effects induced by the natural estrogens estrone

and estradiol and by the synthetic estrogen ethinylestradiol,

i.e. reduced egg production, decreased testicular growth,

delayed maturation, development of male and female

genital glands in males, and even feminization.

The results also indicated that estetrol did not

accumulate in living organisms and was likely

to disappear rapidly from both water and

sediment. The PEC/PNEC ratio of estetrol

is therefore below 1 and we are proud

to say that the positive environmental

prole of estetrol is highlighted in Estelle

’s leaflet in Europe

and Canada: “Environmental risk assessment studies with

estetrol including the Japanese medaka sh extended one

generation reproduction test indicated that the predicted

environmental exposure to estetrol will not affect the aquatic

ecosystem”. As we wanted to characterize the environmental

prole of the E4/DRSP combination of our contraceptive pill

Estelle

and not only the environmental prole of estetrol

alone, a complementary ecotoxicity study is currently being

conducted at the University of Namur.

2 The PEC/PNEC ratio is the ratio between the Predicted Environmental Concentration and the Predicted No Effect Concentration. If the PEC/PNEC ratio

of a product is below 1, it means that the use of this product will have no effect on the environment.

26 27

People

Our collaborators work each day with

the ambition to bring patients ecient

and safe solutions that will improve

their quality of life.

As we embarked on our sustainability journey, human

resources management remained one of our top priorities.

Our ambition is to support our collaborators and ensure their

work-life balance. On top of this, it is critical that we offer

them both the chance to develop their talents and equal

opportunities no matter their gender.

To achieve this goal, we dened, during our materiality

assessment, four specic subtopics to work on:

1. Talent management and development

2. Attractiveness and turnover

3. Equal opportunities irrelevant of gender

4. Health and well-being at work

Talent management & continuous

development

To deliver on our ambition of bringing patients efcient

and safe solutions, we largely depend on the skills of our

collaborators to innovate. It is therefore key that our talents

have the opportunity to develop their knowledge and skills.

At Mithra, our goal is to ensure the continuous talent

development of all our collaborators. Our strategy regarding

talent management and development aims at increasing the

number of training hours per employee.

With our HR team, we are currently working on the development

of an internal mobility plan that will be fully implemented by the

end of 2022 and on the development of a talent development

plan for all employees that will be fully implemented by end

2023. Our talent development plan will for example include the

systematization of our mentorship program.

We have dened several Key Performance Indicators that we

will monitor as of this year, namely the total number of training

hours, the total amount of training expenditure, the percentage

of employees who had a performance appraisal, the number

of internal position changes and the number of internal

promotions. We have also dened three KPIs that are more

related to our R&D collaborators, i.e. the number of scientic

publications, presentations and abstracts, the number of

research projects involving the academic world and the

number of academic investigators involved in our clinical trials.

Attractiveness & turnover

To achieve our mission and ensure the excellence and

specicity of our expertise, we must be in a position to attract

the talents we need and to retain our employees.

As Mithra operates in a highly specialized sector and

therefore in a highly competitive industry in terms of talents,

it is vital that we offer a fullling and caring work environment

with a sense of purpose, a shared vision and common values.

We are determined to keep making Mithra a safe and caring

company that supports its collaborators and strive for their

well-being. Our target is to align our staff turnover on the

chemistry & life science sector staff turnover, by reducing it

to 20% by 2025 and to between 10% and 15% by 2030.

Our attractiveness and turnover performance

While we remain a biotech company, our staff is expanding.

It grew by 95% in the last three years and by 215% in the last

ve years. We hired 87 new collaborators in 2021 and 18 new

hires are planned in 2022.

2021

(reference year)

Number of employees 252

Number of new hires 87

Staff turnover rate (%) 26,7

Staff voluntary turnover rate (%) 86

Staff involuntary turnover rate (%) 14

Average length of service (years) 2,7

To measure our attractiveness and turnover performance,

we also dened other KPIs besides the ones listed above,

e.g. the number of applications received. These KPIs are

monitored as of this year.

Our initiatives

To attract and retain talents, we upgraded our employee

benets program. Early 2021, our program included life

and hospitalization insurance as well as parental leave. A

series of new benets were recently added, such as dental

and ambulatory healthcare insurance for all employees as

well as a seniority leave.

Our HR team is now working on several initiatives that will

be launched in 2022 and 2023. These initiatives include a

benchmark project, a cafeteria plan and a mobility project.

The benchmark project was kicked off in July 2021. As our

organization grows quickly and as we evolve in a highly

competitive sector in terms of talents, we felt it was time to

deep dive into our remuneration and extra-legal packages,

both internally and externally. The main objective of this

project is to align our salaries on those of the market,

which will allow us to both attract the right candidates and

retain our employees.

Building further on the benchmark project, our human

resources team also plans to develop, at the end of 2022,

a cafeteria plan to optimize even more our salaries and

compensation packages. Our goal with this project is

to meet the various generational and personal needs

of our employees and to offer them more flexibility and

individuality when it comes to their wage. This project will

also help us attract, retain and motivate current and future

employees and will improve our employer branding.

Finally, our human resources and procurement teams

kicked off in the rst quarter of 2022 a mobility project

around the Belgian government’s mobility plan, with

the ambition to reshape our current company car fleet

with more sustainable and environmentally friendly

alternatives.

I was lucky enough to join Mithra ahead of the commercial launch of Myring

and to

experience the transition from an R&D project to a commercial product: it was really

an exciting challenge! At Mithra, I love the impact we can have and how much our input

is valued in decision-making. I feel very useful and I really appreciate being able to

contribute to shaping projects. In our company, there is always an opportunity for

development and evolution and it is rewarding.

Maud De Fays

Operational Excellence Manager

ESG : Environnement, Social and Governance

28 29

other Belgian companies Mensura conducted a survey for.

The survey also indicated that our employees are highly

motivated, and they are not planning to leave Mithra

anytime soon. A point of attention that our collaborators

raised through this survey is however their work-life

balance, a well-being indicator that is of paramount

importance and that we are currently trying to improve

(see below). This quantitative survey is now being followed

by qualitative interviews with specic groups. Once these

interviews are completed, an action plan will be dened

along with an implementation planning.

To improve the work-life balance of our collaborators and

their overall well-being, we also implemented a hybrid

working model. When Covid-19 forced us into lockdown

back in March 2020, we adapted and implemented

homeworking to ensure the continuity of our activities.

With the lifting of most health restrictions, we have

recently moved to a structural homeworking regime that

enables our employees whose function allows it to better

juggle between their work and life needs.

Born from a common desire of the communication and

human resources departments to develop a positive

approach to work, we also have a Happy Team that

is currently made of eight employees from different

departments with the following purpose: coordinating

internal activities and various initiatives in order to promote

cohesion and well-being at work. From the organization

of breakfasts to an outdoor staff day, the collection of

waste around the workplace to a series of fundraisers to

raise awareness of causes that are close to our hearts,

the Happy Team has the joy of Mithra collaborators as its

creed.

The initiatives that we launched and implemented so far are

evaluated by our Committee for Prevention and Protection

at Work. Created in January 2021 following Mithra’s

rst social elections in 2020 and with representatives

from the unions, the management and our Prevention

Advisor, this Committee is dedicated to contributing to our

collaborators’ safety, health and well-being.

Equal opportunities irrelevant of

gender

At Mithra, we work every day with the ambition to improve

women’s life. It is only normal that we guarantee gender

equality to our collaborators.

Our goal is to achieve gender parity at all levels of the

company and to offer equal salary for equal function.

To achieve this goal, we have dened two ambitious

targets:

1. Raise the number of women in management to

50% by 2030

2. Reduce the gender pay gap to 0% by 2030

Our performance in terms of gender equality

2021

(reference year)

Women in whole company (%) 56

Women in management

(%) 23,9

Women in Executive Committee

(%) 14

Gender pay gap (%) 5,92

In 2021, our Board of directors was renewed for a two-year

mandate, achieving for the very rst time a perfect gender

parity, with ve female directors and ve male directors.

We are now developing monitoring tools which will allow

us to develop an action plan ensuring that gender parity is

also achieved for all function levels within our company.

Safety, health and well-being at work

In 2021, the Covid-19 pandemic still very much ruled our

lives. As they too struggled through these challenging and

uncertain times, our collaborators showed great resilience

and kept giving the best of themselves.

To support our employees in their mission, we are

committed to offer them a safe and caring environment

that ensures their safety and both their physical and mental

well-being. At Mithra, the safety, health and well-being of

our collaborators are of paramount importance and are

considered as priority objectives.

As a responsible company, our ambition is to achieve

the highest level of safety and health, by limiting the risk

of occupational accidents and diseases, and to create a

pleasant working environment for our employees.

Our target is to reach for zero accident and to reduce

absenteeism.

To ensure we achieve our target, we already launched a

series of initiatives to strengthen the health and well-being

programme we already had in place. With our Prevention

Advisor, we were of course already committed to respect

the regional, national and European legislations related

to safety and health and to integrate them at all levels

of the company. As such, as part of their onboarding

program, all new employees were already required to take

a safety self-training. They also received a safety welcome

brochure that they could check at any time.

Besides this, in October 2021, we conducted, via an online

questionnaire and with the help of our partner Mensura

a survey on well-being at work. The objective was to get

feedback from our collaborators so as to determine how

Mithra scored in terms of well-being indicators, namely

with regards to motivation, stress, absenteeism and

work-life balance, to try and reduce the psychological risks

associated with work. The rst results of this quantitative

survey showed that Mithra is within the benchmark of the

3 ManagementisdenedasCEON-2

4 OurExecutiveManagementTeamiscomposedofourChiefExecutiveOfcer,ourChiefExecutiveOfcer/ChiefBusinessDevelopmentOfcerunderleaveofabsence,ourChairoftheScientic

AdvisoryBoard,ourChiefFinancialOfcer,ourChiefLegalOfcer,ourChiefScienticOfcer,ourChiefSupplyChainOfcer,ourChiefManufacturingOfcer,ourChiefBusinessDevelopmentOfcer,

ourChiefHumanResourcesOfcer,ourGroupInvestorRelationsManager,ourGroupCommunicationManager,ourGroupQualityManagerandourGroupITManager

5 BelgianexternalserviceforPreventionandProtectionatWork

ESG : Environnement, Social and Governance

30 31

ESG : Environnement, Social and Governance

Responsible communication

As a stock listed company, our duty is to ensure a fair and

transparent communication towards all our shareholders

and stakeholders. To achieve this, we have set ve targets:

1. Improve our nancial disclosures

2. Improve our non-nancial disclosures

3. Increase access to Management for our

shareholders

4. Increase our number of roadshows

5. Increase our number of events with retail

shareholders

To measure our progress in terms of communication, we

have dened several KPIs:

2021

(reference year)

Number of roadshows attended 5

Number of institutional investors

conferences attended

Number of retail investors

conferences attended

Access to Executive Committee

members (CEO, CFO, CBO & CSO)

(number of days/year)

MSCI rating BBB

While Mithra does not fall under the scope of the Non-Financial

Reporting Directive (NFRD), we have decided to develop

and implement a corporate social responsibility strategy in

2021 so as to improve our non-nancial disclosures for all

our stakeholders and prepare our teams to the upcoming

requirements of the Corporate Sustainability Reporting Directive

(CSRD).

Responsible sourcing

In addition to the classic quality and price criteria, we are

committed to apply a due diligence with all partners and

suppliers to avoid violations of human rights and workers’

rights, negative environmental impacts and unfair practices.

Our ambition is to embed a responsible sourcing policy in our

daily purchase practices.

To achieve this objective, we have dened two ambitious

targets:

1. Ensure 50% of Mithra’s direct and indirect

purchases are ethically sourced by 2025

2. Ensure 75% of Mithra’s direct and indirect

purchases are ethically sourced by 2030

We have dened several KPIs and, as of 2022, we will report

on the percentage of direct purchases that are ethically

sourced, on the percentage of indirect purchases that are

ethically sourced and on the percentage of suppliers and

partners that were ethically screened.

Our supply chain team is currently working on developing

a questionnaire that will be integrated in our quality

questionnaire and that will be sent to our current and

future partners and suppliers so as to ensure they have

sustainability and compliance policies in place. We will rst

focus on our partners and suppliers involved in the E4 project

and we will tackle the partners and suppliers involved in our

other projects at a later stage.

Ethics and integrity

Independency Gender parity

Board of directors 5/10 (50%)

5 Men : 50%

5 Woman : 50%

Executive committee -

8 Men : 89%

1 Women : 11%

Audit committee 2/3 (67%)

3 Men : 100%

0 Women : 0%

Nomination and

remuneration committee

2/3 (67%)

2 Men : 67%

1 Women : 33%

At Mithra, we strive to create an

environment that ensures we apply the

highest ethical standards, whether in

terms of governance, communication or

sourcing.

Governance & business ethics

We attach great value to good corporate governance and

to business ethics and we are aware that these topics are of

utmost importance for all our stakeholders. With our corporate

governance charter, our dealing code and our business code

of conduct as amended from time to time to reflect the most

recent legal updates, we are condent to be well equipped to

ensure the proper governance of our company.

Our objective at Mithra is to guarantee that we are compliant

with all governance and business regulations in place to

create an environment where everyone is committed to the

application of the highest ethical standards.

To achieve this objective, we have dened two targets:

1. Increase transparency on oversight of

management (ownership and control), on conicts

of interests, on equal treatment between major

and minor shareholders and on business ethics

compliance

2. Systematize training on compliance and

ethical standards as part of the overall training

programme

To achieve these targets, we already launched a series

of initiatives. Since 2021, for example, in addition to the

governance documents sent to our staff members when

they join our company and in addition to the training of

our Directors and Executive Committee members, our

compliance ofcer has systematised the compliance and

ethical standards training for everyone. As such, as part of

their onboarding process, new collaborators will receive

a compliance training that will include a test. We have

dened the percentage of collaborators who pass (score of

minimum 80%) the test on ethical standards as a KPI that we

will monitor as of 2022.

Our governance and business ethics performance

2021 (reference year)

Corporate Governance Charter

In place and available

on our website

Dealing Code

In place and available

on our website

GDPR policy

In place and available

on our website

+ GDPR Committee in

place

Business Code of Conduct

(Briberyandanti-corruptionpolicy)

In place and available

on our website

Independent Chairman of the

Board of Directors

Yes

Split of the roles of CEO and

Chairman of the Board

Yes

32 33

Women empowerment

In 2020 women represented 49 % of

the world population. Yet, women

are also too often victims of abuses,

violence or discrimination. So much so

that gender equality has been dened

as one of 17 Sustainable Development

Goals by the United Nations.

At Mithra, women are at the heart of everything we do. We

work each day with the ambition to develop solutions that

meet their needs for efcient and safe solutions. Beyond our

day to day activities, we want to extend our commitment to

women and support impactful and meaningful projects that

empower them.

Our objective is to improve access to information about

women’s health and to develop a sponsorship strategy that

is coherent with our core business.

Launched in 2016 by Mithra with the goal to provide reliable

information about women’s health, Gyn&Co is a reference

website focusing exclusively on female health. With articles,

videos and advice from gynecologists and women’s health

specialists, the website attracts nearly 4 million regular

readers each year. Thanks to its 360° approach to the

questions that women may ask themselves whatever their

age or the hormonal stage they are going through, Gyn&Co

is a real wealth of information that is keen to expose female

taboos.

At the occasion of the International Women’s Rights Day

2022, we decided to give more visibility on Gyn&Co to

projects launched by women for women, such as the Belgian

non-prot organization “Toi mon endo”. This association

works daily to raise awareness among women and their

entourage about endometriosis, a disease that affects nearly

one in ten menstruating women.

Because women’s health is at heart of our mission and

because 1 in 8 women in Belgium is affected by breast

cancer, it also seemed more than obvious for us to participate

in the Think Pink campaign in October 2021. After one month

of activities to raise as much money as possible to support

the association, we were proud to say we raised a signicant

amount to help ght breast cancer.

ESG : Environnement, Social and Governance

For several years now, Mithra has been supporting

the Belgian basketball club “Les Castors de

Braine” whose female team plays in the rst

Belgian national division and has held the Belgian

championship title since 2014. As unequal pay

is still a fact in all professional elds, including in

sports, where top female athletes are generally

paid less than their male counterparts, it is our

ambition to help change the situation with this

partnership.

In 2022, we are also supporting the Belgian

Ladies Open golf tournament, which will take

place from May 27 to 29 at Naxhelet golf course.

More than just another international female golf

tournament, this round of the Ladies European

Tour wants to show that golf is accessible to all

(with free admission and free golf initiations) and

especially to women. It ts perfectly into the Golf

Power campaign, launched in 2021 by the Belgian

French-speaking Golf Association, which was

then the rst Belgian sports federation to commit

to more women in sports.

34 35

Research &

Development

Complex therapeutics

Mithra has a unique expertise in the development of complex and innovative products in the elds of

contraception, menopause and hormone-dependent cancers. It is one of the few companies in the world that

masters polymer technology, used for vaginal rings, implants or intra-uterine devices. This technology ensures

a controlled release of the drug over a period of time with a minimum of side effects

Today, Mithra counts two complementary platforms: its portfolio of

innovative products based on Estetrol (E4) and its portfolio of complex

therapeutics. The whole supported by the Mithra CDMO, a technological

platform offering a wide range of services going from pharmaceutical

development to commercial manufacturing.

Research & Development

Myring

> Contraception

Contraceptive vaginal ring

made of ethylene-vinyl

acetate (EVA) copolymers,

releasing a combination of

hormones.

Tibelia

> Menopause

Tablet composed of tibolone,

a synthetic steroid used

for hormone therapy in

menopause.

Zoreline

> Hormone-dependent cancers

Biodegradable subcutaneous

implant indicated for prostate and

breast cancer and gynecological

indications (endometriosis, uterine

broids, etc.).

Estetrol in

women’s health and

beyond

Estetrol (E4) is a native estrogen

produced by the human fetus,

passing in maternal blood at

relatively high levels during

pregnancy. Thanks to its unique

mode of action, tolerance and

safety prole, E4, synthesized

from plant sources, could

represent a major breakthrough

in several therapeutic areas of

women’s health and beyond, such

as neuroprotection in newborns

and wound healing.

Product Indication Phase 1 Phase 2 Phase 3 Market approval

ESTETROL

Estelle

Contraception

Donesta

Menopause

US : H1 2024

EU : H2 2024

Neuroprotection

Launch Phase 1 H1 2022

Wound healing

Pre-clinical development

Formulation / Clinical Filing Market approval

COMPLEX

THERAPEUTICS

Myring

Contraception

EU / RoW:

Commercialized

US: H2 2022

Tibelia

Menopause

Commercialized

Zoreline

Oncology

2025

Estelle

> Contraception

Combined Oral Contraceptive

launched in 2021.

Neuroprotection

Treatment of hypoxic ischemic encephalopathy

(HIE), a life-threatening form of neonatal asphyxia.

Wound healing

Treatment enabling faster and more

effective healing.

Donesta

> Menopause

Next generation of hormone therapy

addressing menopausal symptoms.

Recognized as a new active substance in both Europe and the

United States, Mithra’s core asset, estetrol (E4), has successfully

achieved its rst major milestone by obtaining the green light from

the EMA and FDA Authorities for its rst E4-based product, the

contraceptive Estelle

. Following positive top-line

results from Donesta

phase III studies in

menopausal women, Mithra is more than ever

condent of its agship asset potential

in women’s health and beyond.

R&D: Estetrol platform

The many potential applications of estetrol

(E4) have been at the core of Mithra’s research

for many years. Produced by the human

fetus during pregnancy, this estrogen

passes in the maternal blood at high

levels. Estetrol shows a favorable

safety prole and a specic mode of

action compared to other estrogens.

Thanks to its improved benet/risk

prole, estetrol could represent a major

breakthrough in various therapeutic

areas like contraception and

menopause, but could also address

unmet needs in other elds such

as neonatal encephalopathy.

Brain

Breast

Liver

Cardiovascular

system

Uterus

& vagina

Bone

Cardiovascular

system

Environmentally-friendly prole

Either naturally produced by the human body or synthetically, estrogens

are commonly found in the aquatic environment. Every year, more than

700kg of the synthetic estrogen EE2, which is present in almost all

combined contraceptive pills, are discharged into wastewater. These

endocrine disruptors can influence the sexual differentiation of sh and

disrupt aquatic ecosystems.

In 2020, the results of an environmental assessment study indicated the

interesting ecological prole of estetrol. In these trials conducted on a

representative sh species, estetrol showed none of the adverse effects

induced by natural (E1, E2) and synthetic (EE2) estrogens, even at very

low concentrations: reduced egg production, decreased testicular growth,

delayed maturation, development of male and female genital glands in

males, and even feminization. The results also indicate that estetrol does

not accumulate in living organisms and is likely to disappear rapidly from

both water and sediment. Further studies are underway at the Belgian

University of Namur, with top-line results expected in the rst half of 2022.

A new active substance

By the end of 2020, the European Medicines Agency qualied estetrol as

a New Active Substance. This is the rst time in more than 80 years that

a new active substance, in this case a new estrogen, has appeared in the

eld of contraceptive solutions. A few months later, the US Food and Drug

Administration followed Its European counterpart and granted marketing

exclusivity as a new chemical entity.

Mithra continues to

booster its IP portfolio

including with filing new

patent applications but also

by registering trademarks,

designs and protecting its

know-how.

* In presence of Estradiol (E2); ** Sex Hormone Binding Globulin

Visser et al. Climacteric 2008 | Mawet et al. Eur J Contracept Reprod Health Care 2015 | Gérardet al. J Endocrinol

2015 | Abot et al. EMBO Mol Med 2014 | Coelingh Bennink et al. Climacteric 2008 | Heegaard et al. Climacteric

2008 | Holinka et al. Biol Reprod. 1980 | Holinka et al. Climacteric 2008 | Pluchino et al. J Steroid Biochem Mol

Biol 2014 | Tskitishvili et al. Exp Neurol 2014 | Guivarc’h et al. J Am Heart Assoc 2018 | Kluft et al. Contraception

2017 | Douxls et al. Contraception 2020 | Klipping et al. Contraception 2021

Favorable safety prole

> Similar to other estrogens, E4 has

also a benecial and positive impact

on the cardiovascular system, brain,

bone and endometrium

> Unlike other estrogens, E4 has a limited

impact on the liver and breast

Breast: mixed activity on breast

cell proliferation, migration and

invasion*, limited impact on breast at

therapeutic dose

Liver:

• minimal impact on SHBG** synthesis

• minimal impact on synthesis of

coagulation factors (lower risk of VTE)

• limited lipid impact (including

triglycerides)

Estetrol (E4)

A new chemical entity with multiple potential

History of estetrol

Egon Diczfalusy discovers the hormone estetrol (E4) in 1965 at the Karolinska

Institute in Stockholm, Sweden. In 2001, working at Pantarhei Biosciences,

the Dutch researcher Herjan Coelingh Bennink decides to further explore this

native hormone present in high-concentrations by pregnant women only.

Pantarhei launch pre-clinical and phase I and IIa studies in women’s health

and oncology. In 2009, Mithra and Pantarhei launched a joint venture to

accelerate the development of a combined oral contraceptive containing

E4 and a progestin. In 2013, Mithra takes over Pantarhei’s shares and,

two years later, acquires the worldwide rights of E4 in various uses as

of contraception and menopause while Pantarhei keeps the rights

for pursuing their work in oncology and veterinary use. Since 2015,

Mithra conducted various studies on contraception, menopause

and other applications beyond women’s health.

4140

In 2021, our commercial partners have been working hard on increasing Estelle

’s

awareness among Healthcare Professionals and achieved encouraging gures despite

the headwind caused by the Covid-19. From a nancial perspective, the approval of

Estelle, directly followed by its commercial launch in the United States, Canada and a

dozen of European countries (Austria, Germany, France, Luxemburg, Hungary, Italy,

Slovakia, Poland, Czech Republic and Belgium), has enabled Mithra to more than double

our revenues in 2021 compared to last year, with EUR 13.4 million. In 2022, Estelle

should be launched in additional European countries like Czech Republic, Portugal,

Switzerland, UK, Nordic countries and Australia.

2021 represents an historical turning point

for Mithra with the worldwide commercial

launch of its rst estetrol-based product

Estelle

, leading to a cash collection of two

major out-licensing milestones for an amount

of EUR 24 million and product sales of

EUR 13.4 million. In 2022, Estelle

is expected

to increase its market penetration, with

additional launches in a range of additional

regions, including Europe and Australia.

Estelle

Worldwide commercial launch

R&D: Estetrol platform

When speaking with patients about their contraceptive

options, one of the most common concerns is side effects.

Nextstellis

is a new innovative contraceptive that

has been shown in clinical trials to be not only safe

and effective but also well tolerated with a desirable

bleeding profile and a minimal impact on triglycerides,

cholesterol and glucose, as well as weight, and

endocrine markers.

Mitchell Creinin,

Professor and Director of Family Planning

at the University of California

First authorization

from the Canadian

Authorities

FDA approval

March

April

European

approval

May

FDA marketing

exclusivity

May

US commercial

launch under

the trademark

Nextstellis

June

Launch of Drovelis

phased European

commercialization

Canadian

launch under

the trademark

Nextstellis

July

AUGUST

Approval

in Russia

September

Approval

in Australia

November

Positive opinion of

the CHMP of the

European Medicines

Agency

March

The rst six months of 2021 have been historical for Mithra, with the achievement of a huge milestone by obtaining marketing

authorizations for its rst E4-based product Estelle

. The market authorizations received today address more than 80% of the

world contraceptive global market which is estimated around EUR 7.5 Bn.

In addition to the US, Canada, Europe, Russia, Australia has received its market authorization end of 2021 and our partner Mayne

Pharma is anticipating commercial launch in the second half of 2022. Additional Market Authorizations are expected in 2022, in

particular in Brazil, the largest South American market with a value close to EUR 450 million.

Still around

EUR 290 million cash

to be collected for Estelle

out-licensing and sales

related milestones.

2021

International

Women’s

Rights Day

4342

Convinced of the potential of E4 on other major estrogen deciency symptoms

affecting a majority of postmenopausal women, Mithra decided to extend its

Donesta

Clinical Program, while repositioning its second E4-based product

candidate as a global alternative for millions of menopausal women.

Early 2022, positive top-line results from Phase 3 Studies demonstrated a

meaningful reduction in vasomotor symptoms from baseline and compared

to placebo, conrming the promising potential of Donesta

Donesta

An innovative hormone therapy targeting

several major menopausal symptoms

Launched in late 2019, the Donesta

Phase III clinical program called

“E4Comfort” aims to recruit approximately 2,300 postmenopausal women

(40-65 years) and includes 2 pivotal studies: one in North America (United

States/Canada – C302); and a second spread over Europe, Latam, Russia

and North America (C301). Both studies are worldwide randomized,

multicenter, double-blind, placebo-controlled trials.

The studies’ primary objective is to measure the effect of treatment on

frequency and severity of moderate to severe VMS (i.e. hot flushes), with

different doses of estetrol (15 mg and 20 mg), in menopausal women at

4and 12 weeks of treatment. Many parameters such as the impact on breast

density, endometrial safety, health-related quality of life and lipids, glucose

metabolism and hemostasis parameters are also among the secondary

objectives of these studies.

R&D: Estetrol platform

Our first top line clinical phase III results of our

Donesta

have confirmed the tremendous potential as

an innovative hormone therapy to treat many symptoms

of estrogen loss simultaneously or sequentially

throughout the entire menopausal period. We look

forward to advancing our clinical development,

including the initiation of three additional studies aimed

at broadening the scope and the value of Donesta

in line

with our new business development strategy.

Leon Van Rompay, CEO

Positive top-line results

In January 2022, Mithra announced positive top-line results

from “E4 Comfort” studies. Both studies demonstrated a

meaningful reduction in VMS frequency and severity from

baseline and compared to placebo. At week 12, the results

showed a reduction up to 80% in the frequency of hot flushes

when compared to baseline. Regarding the severity, this

reduction was up to 56% compared to baseline. All co-primary

efcacy endpoints were statistically (all p<0.01) met in both

studies, except for a borderline non-signicant result for the

severity criteria at week 4 in the C302 study, which reached

and exceeded statistical signicance by week 5 (p<0.01).

Both studies also showed that the number and severity of

hot flushes continued to decrease week after week until

the end of the study, i. e. 3 months of treatment. Secondary

endpoints evaluated at 3 months in the C301 study suggest

a very positive impact of Donesta

on the quality of life (hot

flushes, mood swings, anxiety, sleep, joint pain, skin & hair

quality, libido,…) as measured by validated patient-reported

outcome questionnaire. For C302 study, results for secondary

endpoints at 3 and 12 months are expected end 2022.

About

25 million women

pass through

menopause each

year

Women spend

+/- 40% of

their life time

in menopause

44 45

Additional studies

Convinced of the potential of E4 on other major estrogen

deciency symptoms affecting a majority of postmenopausal

women, Mithra decided to broaden the scope of its Clinical

Program by launching three additional studies:

1. A Phase 3 study on the effect of E4 on vulvovaginal

atrophy (vaginal dryness, pain during intercourse,

urinary tract infections)

2. A Phase 2 study on the effect of E4 on skin texture,

quality and appearance;

3. A Phase 2 study on the effect of E4 on hair texture,

quality and appearance.

These three additional studies funded by Mithra for an amount

of approximately EUR 20 million will be launched in 2022,

depending on regulatory agencies’ feedback.

Following the publication of the WHI study in

2001, more than 65% of women decided to stop

their hormonal treatment for fear of developing

breast cancer or a cardiovascular disease.

While this correlation was categorically denied

by the scientific community as early as 2006,

only 1 in 10 postmenopausal women in the world

today choose to take hormonal treatment to

relieve the many side effects impacting both

their private and professional lives. We are

convinced that thanks to its safety profile,

Donesta

can offer a real complete alternative

to significantly improve these women’s quality

of life and therefore be a gamechanger.

Graham Dixon, CSO

Large unmet medical need

As presented during Mithra’s Investor Day held in

November 2021, a quantitative market research

program surveying over 1000 prescribers and

women conrmed a large unmet medical need

in the menopause market. One in two women

currently do not seek medical treatment because

of their safety concerns of current hormonal

treatment. The research conrmed that women

suffer from bothersome symptoms beyond

hot flushes and highlighted the signicant

opportunity for a novel, safe hormone therapy

to treat menopausal symptoms beyond VMS.

The global menopause market is currently worth

nearly USD 10 billion and is expected to reach

around USD 17 billion by 2027.

2022 milestones

The Donesta

Phase III Clinical Program is still ongoing with patients completing a treatment duration for 52 weeks. The

recruitment of 300 additional non-hysterectomised women for the European Donesta

study (C301) should be completed

by the end of H1 2022. Following the geopolitical situation in Eastern Europe, Mithra has activated a mitigation plan in order

to switch the planned Russian recruitment sites with other sites.

The primary safety data are anticipated at the end 2022 for the American study and for end H1 2023 for the European study.

Depending on the evolution of the Covid-19 situation, the potential impact of the geopolitical situation in Eastern Europe on

recruitment, the study results and regulatory authorizations, Mithra believes it could achieve marketing authorization for

Donesta

in H1 2024 for the United States and in H2 2024 for Europe.

Only 1 in 10

menopausal

women take

hormone therapy

Blockbuster

market with

around 47 million

new entrants each

year globally

By 2030, the

world population

of menopausal and

postmenopausal

women is projected to

increase by over

1.2 billion

46 47

R&D: Estetrol platform

In addition to its two E4-based product for contraception

and menopause, Mithra is developing E4’s potential in other

therapeutic areas, particularly in neuroprotection for the

treatment of hypoxic ischemic encephalopathy (HIE),

a life-threatening form of neonatal asphyxia.

Two clinical programs

beyond women’s health

Estetrol has orphan drug status in Europe and US for

the treatment of hypoxic ischemic encephalopathy

(HIE). This severe form of neonatal asphyxia affects

approximately 30,000 newborns each year in Europe

and the United States. It is caused by a reduced blood

or oxygen supply to the baby’s brain before, during or

just after birth.

Nearly one in four affected infants will die before leaving

the neonatal intensive care unit. Among surviving infants,

there are severe neurological problems and long-term

disability are observed. Currently, infants are treated with

therapeutic hypothermia or ‘cooling’ to reduce brain damage, but

this treatment has limited efcacy and comes at high cost. Given

its signicant mortality and morbidity in newborns and the lack

of available therapeutic alternatives, the development of a new

Estetrol-based treatment could address a real unmet medical need.

In 2021, we have developed an intravenous formulation for this

neuroprotection indication. The results of a conrmatory large

animal study done in pigs will be available in the rst semester 2022.

We are also in the nal stages of preparation for a PK study using

Mithra’s E4-based formulation in adults healthy volunteers. This

Phase I study is expected to be initiated in H1 2022, with results

anticipated in H2 2022.

Estetrol for wound healing

In 2021, Mithra has also developed a topical formulation for the wound

healing indication. An interesting indication, as there are no EMA-approved

pharmaceutical products for treatment of wounds. We aim to start our

program by focusing on acute wounds or surgical wounds. We anticipate

being in the clinic with this project in 2023, with a proof-of-concept study in

these acute wounds.

Diversification of asset-based

pipeline in a fast-growing market

Considering its advanced asset-based pipeline, which has seen two major

commercial launches over the past two years (Estelle

and Myring

), Mithra

is strengthening its leadership position in women’s health by acquiring a new

innovative development axis in a fast-growing market: inhibitors of tyrosine

kinases, notably indicated in the treatment of cancer and endometriosis.

In November 2021, Mithra acquired the rights relating to two development programs led by the Belgian company BCI Pharma

on innovative inhibitors of CSF1R kinase.

These CSF1R inhibitors are part of a new innovative class of immune-modulatory drugs with established clinical tolerability

and proven efcacy. They act on the CSF1 receptor which is involved in many inflammatory processes and is over expressed

in many pathologies, in particular cancers, neurological disorders and autoimmune diseases.

Under the terms of the contract, Mithra has an option to acquire patents covering CSF1R inhibitor series with upfront

payment of EUR 2.25 million on execution of option, following the rst results conducted by BCI Pharma.

Mithra will fund the preclinical and clinical development with a focus on female cancers and endometriosis, while potentially

targeting other orphan indications, such as metastatic breast cancer (TNBC). Currently in the preclinical stage, BCI Pharma

should initiate clinical development in 2023, with marketing authorizations expected for 2031.

The innovative class of

tyrosine kinases inhibitors

represents the third fastest

growing therapeutic class in

2020, with a 17% increase in

revenues to USD 40.3 billion.

R&D: Kinase inhibitors

Given its

significant

mortality and

morbidity in newborns

and the lack of available

therapeutic alternatives,

the development of a new

Estetrol-based treatment

could address a real unmet

medical need.

Successfully launched in 2019, the

Myring

contraceptive vaginal ring

continues its commercial expansion

in several key regions. Additional

launches are expected in 2022, in

particular in the United States, the

largest global market.

In 2021, we succeeded to launch our vaginal

contraceptive ring in additional European countries,

like Poland, France and in particular in Italy, the fourth

largest worldwide contraceptive rings market with

2 million vaginal rings sold per year. In addition to Chile and

Switzerland, Myring

is also available in Canada as the rst

generic product.

The approval of the American regulatory authorities is

awaited for the second half of 2022, for commercialization in

the United States by Mayne Pharma. Additional commercial

launches are also planned in Venezuela, Israël, United Arab

Emirates, Saudi Arabia, Paraguay, Argentina and Dominican

Republic.

Buyout of all earnouts

In 2021, Mithra strengthened its development strategy with

the complete buyout of all remaining contingent payments

obligation (earnouts) linked to Myring

and Zoreline

. In

line with the strategy of renegotiating the Estelle

earnouts

in 2019, Mithra succeeded to further reduce the fair value

of its contingent payments obligation reported under “Other

nancial liabilities” on its balance sheet. Under the terms of

this agreement signed with SVR Invest BV, Mithra bought

back all contingent payments linked to

these two products for an amount

of EUR 8.5 million compared

to the EUR 8.8 million

booked as at fair value on

December2020.

R&D: Complex therapeutics

54 mm

Ø 4 mm

Future marketing

Marketed

Tibelia

is a complex oral

formulation composed of tibolone, a

synthetic steroid for use in hormone

therapy. Developed by Mithra as

a bioequivalent version of Livial

Tibelia

relieves menopausal

symptoms and prevents

osteoporosis in postmenopausal

women at high risk of future

fractures and intolerant to other

drugs.

In 2021, Mithra has further expanded its global coverage

with commercial launches in Chile, Switzerland,

Netherlands and United Arab Emirates. In a global market

estimated at EUR 97 million, Tibelia

is now marketed

in about 40 countries and will be available this year in

6 additional territories: South Africa, Moldavia, Bulgaria,

Italy, Taiwan and Kingdom of Saudi Arabia.

Myring

is a exible

contraceptive

vaginal ring, made of

ethylene vinyl acetate

copolymers, and is

bioequivalent to

NuvaRing

New commercial

agreements in 2021:

> Venezuela (Dampe)

> Malaysia

(Eurodrug)

Myring

The hormonal contraceptive

vaginal ring

Tibelia

Menopause & osteoporosis

R&D: Complex therapeutics

Implant

13-18 mm

Gosereline

After the Tibelia

tablet and the Myring

vaginal ring, already commercialized, the

Zoreline

implant is Mithra’s next priority

project based on the polymer technology.

This biodegradable subcutaneous implant

based on goserelin is used to treat prostate

cancer, breast cancer and gynaecological

indications such as endometriosis and

uterine broids.

Mithra obtained all wide spend to Zoreline

during the course of last

year. We have been spending the time developing a PK/PD model which

uses the animal data and the clinical data we have already generated in

order to optimize the nal formulations, which will be a one-month and

the three-month injectable depot. We expect the PK/PD study, which

will be the denitive study to gain approval to start in half one next year.

Global licensing rights

In June 2021, Mithra successfully acquired full licensing

and distribution rights for Zoreline

held by SVR invest

for an amount of EUR 8.5 million. Mithra holds 100% of

worldwide licensing territorial rights (vs 50% previously),

including important territories such as China, Canada

and Australia, that should represent more than 70% of

market opportunity by 2025. This acquisition allows

Mithra to signicantly increase its margin in some of the

most attractive geographies outside of Mithra’s former

territorial scope. As conrmed by a group of independent

experts, this agreement holds signicantly more value

for Mithra than remaining in the as-is scenario, balanced

by the earn-outs extinction and the positive return on

investment expected for Zoreline

on a global scale.

Signicant business opportunity

Zoreline

represents a signicant business opportunity in

a market dominated by the branded Zoladex

, with annual

worldwide revenues of nearly EUR 733 million (4.22 million

in volume). Zoladex

has been off patent for around

20 years and no generic version has been approved to

date, except in a few Eastern European countries, which

demonstrates the complexity of the development of such

a drug.

The development of long-acting hormonal products has been at the

heart of Mithra’s expertise since the beginning. We were the first and

the only one to succeed in developing a generic of the IUD Mirena

before developing successfully the Tibelia

tablet and the Myring

contraceptive ring. In the past two years, we have made significant

progress in the development of both formulations of Zoreline

and we

strongly believe in the capacity of our teams to bring Zoreline

to the

worldwide market as first generic.

Graham Dixon, CSO

We are very pleased with this

renegotiation which enables

Mithra to extinguish all

contingent payments and to own

the full commercial rights of

Zoreline

for key countries that

should represent the majority of

the global market opportunity by

2025, in particular China which

is worth more than 33% of the

market opportunity.

Jean-Manuel Fontaine,

CBO

Two formulations

> One-month implant

containing 3.6 mg of

goserelin, mainly for

combined therapies in

breast cancer

> Three-month implant

containing 10.8 mg of

goserelin, to be used

primarily in the eld of

prostate cancer

Zoreline

Hormone-dependent cancer

52 53

Mithra CDMO has continued

its expansion in 2021 with the

accreditation of a new manufacturing

facility fully dedicated to ll & nish

production of complex liquid injectables

and biologicals in vials, pre-lled

syringes or cartridges. Thanks to this

high value-added expertise, Mithra’s

R&D and manufacturing platform

strengthens its position in the European

CDMO ecosystem.

Mithra CDMO

Bridging expertise for successful pharmaceutical

development

Mithra CDMO offers a complete spectrum of solutions from

early drug development, clinical batches and commercial

manufacturing, with an unique expertise on complex

polymeric products (vaginal ring, implants,..). Since July

2021, Mithra CDMO is also operating a new manufacturing

facility fully dedicated to ll & nish production of complex

liquid injectables and biologicals in vials, pre-lled syringes

or cartridges.

An integrated R&D and

manufacturing platform

specialized in sterile

injectables and polymeric

forms

> 15,000 m² facilities in Liège

(Belgium)

> Expertise in polymeric forms

and sterile injectables

> Dedicated R&D and production

areas

> Full drug development services

> Pilot, clinical & commercial

batches

> GMP standards compliance

(EMA / FDA)

Sterile injectables

> State of the art and exible injectables facility providing end-to-end Fill and Finish services

> Complex liquid products (higher viscosity, oxygen sensitive, oily solutions, potent products…)

> Large molecule biological products (MAbs, proteins, …)

> Fill & Finish in different formats (vials, pre-lled syringes, cartridges)

> Small to medium batches (pre-clinical, clinical and commercial stage)

> Up to 8 million units/year

> Aseptic processing, sterile ltration, nal sterilization …

We are very pleased to collaborate with Mithra CDMO which has

built a cutting-edge new fill and finish manufacturing facility.

Being able to collaborate with great partners in Europe such

as Mithra are not only key to our success, but also helps the

growth of the biotech ecosystem in Belgium and across Europe.

Torsten Mummenbrauer,

CEO of ExeVir Bio

Collaboration with ExeVir Bio

Following the accreditation of the injectable facility, Mithra

CDMO concluded a new collaboration to utilize its ll and

nish capabilities for ExeVir’s innovative therapies. The

Belgian biotech ExeVir develops novel llama-derived antibody

therapies for potential treatment and prevention of Covid-19.

The selection of Mithra CDMO for the lling operations

of ExeVir’s innovative Covid-19 therapeutic conrms its

condence in Mithra’s technological know-how and state-of-

the-art infrastructure.

28%

green energy

produced by

5000 solar

panels

Financial highlights

Year ended 31 December

2021 2020

Revenues 22,668 9,030

Cost of sales (15,724) (3,457)

Gross prot 6,945 5,573

Research and development expenses (76,577) (69,310)

General and administrative expenses (10,021) (8,126)

Selling expenses (1,541) (1,251)

Other operating income 4,809 6,574

REBITDA

(76,385) (66,540)

Share-based payments expenses (1,065) (7,267)

EBITDA

(77,450) (73,807)

Depreciation (10,426) (6,136)

Non-recurring items - (3,734)

Loss from operations

(87,875) (83,678)

Change in the fair value of contingent consideration payable (19,265) (18,114)

Net fair value gains/(losses) on nancial assets at fair value

through prot or loss

(6,351) (4,925)

Financial income 2,838 1,782

Financial expenses (13,116) (5,987)

Loss before taxes (123,769) (110,922)

Income taxes 6,895 18,835

Net loss for the period (116,875) (92,086)

1 EBITDA is an alternative performance measure calculated by excluding the depreciation and amortization from EBIT (loss from operations) from the consolidated statement of prot or

loss prepared in accordance with IFRS (please refer to note 9.34).

2 REBITDA is an alternative performance measure calculated by excluding the non-recurring items and the depreciation & amortization from EBIT (loss from operations) from the consolidated

statement of prot or loss prepared in accordance with IFRS (please refer to note 9.34)

3 Fair values are computed on the contingent considerations payables which are reported under Other nancial liabilities – Estelle® (please refer to note 9.17)

4 ThefairvaluelossonnancialassetsismainlymadeofthechargeofEUR8.0millionrelatedtocontingentreceivablewithCERES,partiallycompensatedbyafairvaluegainoncontractassets

(re-evaluationofMayne’ssharesuptotheirissuanceinMay2021)forEUR1.6million(pleaserefertonote9.17)

Figures presented below (in thousands of euro) are management gures

Product sales Estelle

13.4

million

Revenues

22.7

million

> Revenues at EUR 22.7 million compared to EUR 9.0 million in 2020, mainly driven by EUR 13.4 million rst product

sales of Estelle

in the US, Canada and Europe; and an out-licensing revenue of EUR 3.7 million following the

acquisition of full global licensing and distribution rights for Zoreline

allowing a deferred revenue to be recognized.

> Cash collection of two major Estelle

out-licensing milestones with Mayne (USD 11 million) and Gedeon Richter

(EUR15 million), without impact on revenue as already recognized in 2019 as per IFRS15. Still around EUR 290million

cash to be collected for Estelle

out-licensing and sales related milestones.

> R&D expenses (excluding depreciation, as presented in the alternative performance measure) stand at

EUR 76.6 million compared to EUR 69.3 million in 2020. These R&D expenses are the result of the ramp-up of

activities under the Phase III Donesta

> EBITDA stands at EUR -77.5 million compared to EUR -73.8 million at 2020. The variance is mainly explained by

operating expenses increase, notably R&D expenses, compensated by gross prot increase and other operating

income decrease.

> Below EBITDA, a net fair value loss on nancial assets of EUR -6.4 million has been recognized. This loss is mainly

explained by a charge of EUR 8 million related to a contingent receivable with Ceres Pharma, partly compensated by

a gain on contract assets (related to the Mayne US deal).

> Reception of 85.8 million ordinary shares (an Estelle

out-licensing milestones for the US territory) allowing the

Company to become the rst shareholder (with 9.57%) of Mayne Pharma Group Ltd, an Australia-listed company on

ASX.

> Complete buyout of all earnouts linked to Myring

and Zoreline

, cancelling related amounts reported in the balance

sheet in December 2020 (EUR 8.8 million) and thus facilitates Mithra’s equity story. This deal also allowed the

Company to increase the value of Zoreline

IP rights on our balance sheet by EUR 8.5 million.

> As contractually agreed, an instalment of EUR 25 million was paid to former owners of Uteron Pharma . This payment

contributed to further decrease the liability reported at fair value on the balance sheet (from EUR 115.7 million in

December 2020 to EUR 110.0 million in December 2021).

> EUR 32.9 million net cash position, on the top of which the following facilities are available :

• EUR 100 million flexible equity nancing agreement contracted with Goldman Sachs International in February

2022 with a rst drawing request exercised on 4 February 2022 for an amount of EUR 10 million;

• EUR 41 million as per December 31, 2021 in the framework of LDA capital commitment agreement (the Company

has agreed with Goldman Sachs during any drawing period to not issue any put option notice under the LDA capital

facility). Following the put option issued on 20 December 2021, a capital increase for an amount of EUR 8.1million

was completed on 14 February 2022 leading to an amount available under the LDA capital commitment of around

EUR 33 million.

> New credit line concluded for an amount of EUR 15 million. This additional nancing facility and the previously

contracted credit line (EUR 20 million) are fully drown as per year end.

> Equity stands at EUR 33.8 million, reduced compared to December 2020 (EUR 157.7 million) by the total

comprehensive loss for the period (EUR 134.2 million), partially compensated by two capital increases for a total

amount of EUR 9.2 million (LDA capital and exercise of subscription rights).

5756

1 François Fornieri holds warrants entitling him to

subscribe 952,790 additional shares of Mithra through

Yima SRL, a company fully owned by François Fornieri.

2 Marc Coucke holds his shareholding partially through

Alychlo NV, which he controls.

3 Bart Versluys holds his shareholding through Scorpiaux

BVBA, controlled by Bart Versluys.

4 François Fornieri, Alychlo NV and Noshaq SA jointly

hold 300,000 warrants (share lending warrants)

Mithra share

Mithra (Euxonext: MITRA) is listed on Euronext Brussels and is part of the BEL Mid index.

The group is also part of the BEL Health Care and Euronext 150 indices.

In 2021, the average share price was € 21.32 per share. The highest level was € 28

on 30 March 2021 and the lowest level € 17.8 on 24 September 2021. With a market

capitalization of € 880 million as of 31.12.2021 and an average daily volume published

by Euronext of 60,465 shares, Mithra has sufcient liquidity to be on the radar of major

institutional investors.

Total number of shares with voting rights:

44,051,259

Shareholding structure

This graph shows our shareholder structure as of December 31, 2021, based on the transparency

declarations made by shareholders.

Notication obligations are required by Belgian law or according to Mithra’s articles of association,

when the shareholding exceeds the thresholds of 3%, 5% or any multiple of 5%.

49.07%

Free Float

24.94%

François Fornieri

1,4

10.86%

Marc Coucke

2,4

11.27%

Noshaq SA

3.86%

Bart Versluys

30 March 2021

24 September 2021

58 59

April 15

2021

Annual Report

May 19

Annual General

Meeting of

Shareholders

March 8

2021

Annual results

September 23

2022

Half Year Results

2022 Financial Calendar

Analysts

As of December 31, 2021, Mithra was covered by seven sell-side analysts who publish regular reports on the

stock. Besides the regular individual exchanges, Mithra organizes two webinars at the time of the publication of its

half-year/annual results, and an Investor Day. The Management of the company participates in these conference

calls in order to present the nancial and strategic performances of the company. These conferences are accessible

to all the investors and available in replay on Mithra website.

Alexandru

Cogut

Daan

Vandenberk

Mohamed

Kaabouni

Beatrice

Allen

Laura

Roba

Maxime

Stranart

Thomas

Vranken

Our nancial

community

Institutional investors

Mithra interacts with the institutional investors during roadshows and

conferences to which the members of the Executive Management

take part with the person in charge of the investor relations. These

international roadshows and conferences allow to establish a

dialogue and to meet the community of institutional investors in order

to present Mithra’s strategy and its nancial performances.

Individual investors

Each investor has the possibility to subscribe

to a newsletter on the Company’s corporate

website in order to receive press releases.

The investor relations can be reached at

investorrelations@mithra.com and answers all

questions and requests for information.

Participation in

8 conferences and 5

roadshows, during which

the Executive Management

met investors located in

Europe, UK and US.

Mithra organized an

Investor Day on 29 November

2021. During this event, attended

by institutional shareholders and

sell-side analysts, Mithra unveiled

its new strategy for its product

candidate Donesta

and announced

a diversication of the R&D pipeline

through rights’ acquisition option

relating to a development programs

led by the Belgian company

BCI Pharma on innovative

kinase inhibitors.

In 2021

60 61

Board of Directors

Patricia van Dijck

Independent Director

Ms. Patricia van Dijck holds a degree in medicine and a specialization

in clinical biology and pharmaceutical medicine from the Catholic

University of Louvain (UCL).

She began her career in the pharmaceutical industry in 1996 as an

International Medical Advisor at UCB. She then became Medical

Director at Lundbeck, before being appointed Managing Director in

2007. In 2011, Mrs. van Dijck joined Novartis Belux as Head of Market

Access & Public Affairs, before joining the mother company in Basel

in 2014 as Head Patient Access Excellence. Since 2018, she has been

working for GSK Belux as Market Access & Public Affairs Director.

Erik Van den Eynden

Independent Director

Mr. Erik Van Den Eynden graduated in Economics at the University

of Antwerp and has more than 30 years of experience in the

banking sector.

He joined ING in 1990, where he held various commercial and

management positions, including District Manager, Head of

MidCorporates & Institutionals, CEO of ING Insurance Belgium

& Luxembourg. From 2017 to 2020, he held the position of CEO

of ING Belgium. In March 2021, Mr. Van den Eynden became

CEO of the Straco Investment Group active in real estate project

development, investments and private equity.

Liesbeth Weynants

Independent Director

Ms. Liesbeth Weynants holds a master’s

degree in law from the University of Leuven

and is specialized in pharmaceutical and

regulatory law with a focus on the life

sciences sector.

She has extensive expertise in intellectual

property and patent law for innovative

medicines (AbbVie, Allergan, Biogen,

Boehringer Ingelheim, Celgene, J&J,

Lundbeck, Merck, Novartis, Sano...) and

is currently Managing Partner at the law

rm Hoyng Rokh Monegier as well as

Professor of Intellectual Property Law at

the VUB.

An Cloet

Independent Director

Ms. An Cloet holds a Master’s degree in Pharmacy from the University

of Leuven and a Degree in Business and Administration from the

University of Louvain.

She has over 25 years of pharmaceutical experience in multiple

therapeutic domains, in particular women’s health (contraception,

osteoporosis, fertility). She built her career within MSD, where she

has held various positions in Business Development, Marketing and

Corporate Strategy. Since 2019, Ms Cloet is External Affairs Director

at MSD Belux.

Ajit Shetty,

Chairman,

Independent Director

Mr. Ajit Shetty holds an MSc and PhD in Metallurgy from Cambridge University and an

MBA from Carnegie-Mellon University.

He started his career in 1976 at Janssen Pharmaceutica, where he held various positions

in Finance and Business Development. He was instrumental in developing Janssen

into a worldwide multinational within Johnson & Johnson. He served as President of

Janssen USA from 1984 to 1990, before becoming Executive Vice President Finance

of Janssen Belgium. From 1999 to 2008, he served as Managing Director of Janssen

and as Chairman from 2004, while also serving on the Johnson & Johnson Operating

Committee.

Elected “Manager of the Year” in Flanders in 2004, he was made a baron by King Albert II

of Belgium in 2007. He is chairman of the Flemish Institute for Biotechnology (VIB) and

a member of the board of directors of various pharmaceutical companies in Belgium,

the United States and China. He is also a trustee of Carnegie-Mellon University.

With a proven expertise in all the elds covering pharmaceutical products

development, Mithra’s new Board of Directors can rely on 10 Directors with varied

and complementary proles. For the rst time, the Board achieves perfect gender

parity with 5 women directors and 5 men directors as well 5 independent and 5

non-independent directors.

62 63

Board of Directors

François Fornieri

Non-Executive Director

Mr. François Fornieri is a chemical

engineer (ISIL) with a Master’s degree

in Management (HEC). He has

over 30 years of experience in the

pharmaceutical industry.

He began his career at Sano, before

joining the Marketing department of

the Bayer-Schering group. In 1999,

he founded Mithra and ensures the

direction of the company during nearly

20 years. He is also the co-founder

of Uteron Pharma, which he sold to

the American group Watson-Actavis

(2010-2013). Elected “Manager of the

Year” in Wallonia in 2011, Mr. Fornieri

is also an Ofcer of the Walloon

Order of Merit and won the Essenscia

Innovation Award in 2019.

Valérie Gordenne

Non-Executive Director

Ms. Valérie Gordenne holds a Master’s

degree in Pharmacy from the University

of Liège.

She has over 20 years of experience

in pharmaceutical Research &

Development with extensive leadership

experience in full drug development

across a range of therapeutic areas,

in particular in women’s health (CSO

Mithra, CEO Novalon, General Manager

Odyssea). Through the management

of various functions and activities, she

has developed a deep operational and

strategic knowledge and expertise in

drug development. She is currently

Chief Scientic Ofcer at Auxin Surgery,

CEO of the start-up Odix and advisor in

regulatory affairs.

Gaëtan Servais

Non-Executive Director

Mr. Gaëtan Servais graduated in

economics from the University of

Liege, where he started his career as

a research assistant.

In 1995, he joined the Federal

Planning Bureau as an expert and

later the Economic and Social

Council of the Walloon Region. In

2001, he became Chief of Staff for

several ministers of the Walloon

government. Since 2007, he has

been CEO of the Liège-based

investment fund Noshaq, which

offers nancing solutions for the

creation and growth of companies.

Jean-Michel Foidart

Executive Director

Professor Jean-Michel Foidart graduated in Gynecology

from the University of Liège and also obtained a PhD in cell

biology and biochemistry, before directing its Department

of Gynecology-Obstetrics.

Co-founder of Mithra, he is the author of more than

1300 publications on women’s health and experimental

oncology. Professor Foidart holds the Francqui Chair,

Doctor Honoris Causa of the Pierre and Marie Curie

University of Paris and the Paul Sabatier University

of Toulouse. He is Ofcer of the Order of Leopold II,

Commander, Grand Ofcer of the Order of the Crown,

Professor Extraordinary, Honorary of the ULg and

Perpetual Secretary of the Royal Academy of Medicine of

Belgium. He was also General Secretary of the European

Society of Gynecology and member of multiple editorial

boards of international peer-reviewed journals.

Amel Tounsi

Non-Executive Director

Ms. Amel Tounsi holds a PhD in Biomedical

and Pharmaceutical Sciences from the

University of Louvain.

She has a broad experience in cell-therapy

development. During her career in the biotech

sector (Celyad, Texere, Analis, Masthercell),

she acquired a strong expertise in Business

Development and Company Development

strategy. Since January 2021, she works as

an Investment Manager at the Liège-based

investment fund Noshaq.

Management committee

Leon Van Rompay

Chief Executive Ocer

Jean-Michel Foidart

President of the Scientic Council

Jean-Manuel Fontaine

Chief Business Ocer

Cedric Darcis

Chief Legal Ocer

Renaat Baas

CDMO Site Director

Benjamin Brands

Chief Supply Chain Ocer

Maud Vanderthommen

Group Communication Manager

Benoît Mathieu

Group Investor Relations Manager

Frederic Constant

Group Quality Manager

Stijn Vlaminck

Group IT Manager

Christophe Maréchal

Chief Financial Ocer

Graham Dixon

Chief Scientic Ocer

Laurence Schyns

Chief Human Resources Ocer

CORPORATE GOVERNANCE AND FINANCIAL STATEMENTS

 
69 
1.  Report of the Board of directors ......................................................................................................................................... 71 
  Analysis of results/operations .................................................................................................................................... 71 
  Statement of financial position analysis ................................................................................................................... 72 
  Cash flow analysis ......................................................................................................................................................... 73 
  Corporate governance statement............................................................................................................................... 74 
  Transactions within the authorized capital .............................................................................................................. 94 
  Acquisition of own securities ...................................................................................................................................... 95 
  Use of financial instruments by the Group as per art. 3:6 CCA ............................................................................ 95 
  Circumstances that could considerably affect the development of the Group................................................. 95 
  Research and development ...................................................................................................................................... 101 
  Conflicting interests of directors (Art. 7:96 of the CCA) ...................................................................................... 103 
  Independence and expertise of at least one member of the Audit committee .............................................. 106 
  Going concern assessment ...................................................................................................................................... 106 
  Appropriation of results ............................................................................................................................................. 107 
  Important events after the reporting period .......................................................................................................... 107 
1.15.  Grant of discharge to the directors and the statutory auditor ........................................................................... 108 
2.  Responsibility statement ................................................................................................................................................... 109 
3.  Auditor report ........................................................................................................................................................................ 110 
4.  Consolidated statement of profit and loss ..................................................................................................................... 116 
5.  Consolidated statement of comprehensive loss ........................................................................................................... 117 
6.  Consolidated statement of financial position ................................................................................................................ 118 
7.  Consolidated statement of changes in equity ............................................................................................................... 120 
8.  Consolidated statement of cash flow .............................................................................................................................. 121 
9.  Notes to the consolidated financial statements ........................................................................................................... 122 
  General information .................................................................................................................................................... 122 
  Summary of Significant Accounting Policies ........................................................................................................ 122 
  Financial risk management....................................................................................................................................... 133 
  Critical accounting estimates and judgements .................................................................................................... 137 
  Segment information and revenue .......................................................................................................................... 139 
  Other intangible assets .............................................................................................................................................. 141 
  Property, plant and equipment ................................................................................................................................. 143 
  Lease – Right-of-use assets ..................................................................................................................................... 144 
  Goodwill & IP R&D ....................................................................................................................................................... 144 
  Other non-current assets........................................................................................................................................... 146 
  Inventories .................................................................................................................................................................... 146 
  Trade and other receivables ..................................................................................................................................... 146 
  Cash and cash equivalents ....................................................................................................................................... 147 
  Equity ............................................................................................................................................................................. 147 
  Financial liabilities ....................................................................................................................................................... 149 
  Trade payables and other current liabilities........................................................................................................... 154 
  Financial instruments ................................................................................................................................................ 155 
  Contract assets and liabilities .................................................................................................................................. 159 

70 
  Other operating income ............................................................................................................................................. 161 
  Expenses by nature .................................................................................................................................................... 161 
  Employee benefit expenses ...................................................................................................................................... 162 
  Retirement benefit schemes .................................................................................................................................... 162 
  Financial income and expense ................................................................................................................................. 163 
  Income tax .................................................................................................................................................................... 163 
  Result per share .......................................................................................................................................................... 165 
  Share-based payments .............................................................................................................................................. 165 
  Contingencies and arbitrations ................................................................................................................................ 168 
  Commitments .............................................................................................................................................................. 168 
  Related party transactions ........................................................................................................................................ 168 
  Events after the reporting period ............................................................................................................................. 171 
  Mithra Pharmaceuticals companies consolidation scope ................................................................................. 172 
  Disclosure audit fees .................................................................................................................................................. 173 
  Condensed statutory financial statements of Mithra SA.................................................................................... 173 
  Alternative performance measures ......................................................................................................................... 176 
 

1. Report of the Board of directors

Analysis of results/operations

The net loss for the year 2021 was EUR 116,875k (loss of EUR 92,086k for 2020) on a consolidated basis.

The operating loss of EUR 87,875k in 2021 compared to the operating profit EUR 83,678k in 2020 is mainly explained

by the decrease of revenues and the increase of R&D activity.

The loss before taxes amounts at EUR 123,769k in 2021, the gap between operating loss and loss before taxes is

mainly the result of the increase in interest charges and fair value losses.

1.1.1. Total income

Group revenues increased to EUR 22,668k in 2021 (EUR 9,030k in 2020) and are mainly driven by product sales and

by our first deliveries of Estelle

(EUR 13.4 million) to our European, US and Canadian partners. Sales from generic

products in our portfolio, at EUR 3.8 million, remained steady compared to last year.

Out-licensing revenue, at EUR 4.6 million, are essentially Zoreline

milestones (EUR 3.7 million), previously invoiced

and paid, that could be recognized in line with the agreement signed with SVR Invest BV for the full global licensing

and distribution rights for the Zoreline

implant. EUR 0.5 million relates to performance obligation achieved in the

framework of Mayne Pharma agreement for Estelle

Australia. Otherwise, no new significant partnership was signed

during 2021 and no other triggering event on our portfolio of signed contracts, implying that no additional

performance obligations (and related revenues) could be recognized in our accounts

1.1.2. Research and development expenses

R&D expenses increased by 9% in 2021 to EUR 85,243k (2020: EUR 78,458k) due to the ramp up of the Donesta

Phase III “E4 Comfort” clinical program. R&D expenses for Donesta

should continue to increase in the first half of

2022.

1.1.3. General and administrative expenses and selling expenses

G&A and selling expenses decreased by 17%, essentially due to a much lower impact of share-based payments

accounting entries (charge of EUR 1.1 million compared to EUR 7.3 million in 2020), while the ramp-up of activities

was important over the period.

1.1.4. Other operating income

Other operating income decreased by 27% mainly because in 2020 additional grants from the Walloon Region (of

EUR 2,252k) have been recognized.

1.1.5. Change in fair value of contingent consideration payable, financial assets at

fair value through profit and loss

Estelle® approval and positive top-line results from Donesta

phase 3 studies led to a review of the different

scenarios and probabilities related to the financial liability against former owners of Uteron Pharma, hence the EUR

19.3 million change in fair value charge recorded in 2021 accounts.

The fair value loss on financial assets is mainly made of the charge of EUR 8.0 million related to contingent receivable

with CERES, partially compensated by a fair value gain on contract assets (reevaluation of Mayne’s shares up to their

issuance in May 2021) for EUR 1.6 million.

1.1.6. Financial income

Financial income increased by EUR 1,056k and are mainly explained by the impact of the remeasurement of

refundable government advances from the Walloon Region measured at amortized cost.

1.1.7. Financial expense

Financial expenses significant increase by EUR 7,129k is mostly driven by the interest charges of the EUR 125 million

convertible bond negotiated in December 2020.

1.1.8. Branches

The Company has no branches. Refer to detailed table about the group structure in note 9.31.

Statement of financial position analysis

Total assets decreased to EUR 421,918k as of 31 December 2021 (EUR 521,985k at the end of previous year).

1.2.1. Non-current assets

As of 31 December 2021, the Statement of financial position shows a total of EUR 322,528k in Non-current assets,

the largest of which are Other intangible assets (EUR 104,954k), Deferred tax assets (EUR 63,456k), Right-of-use

assets (EUR 69,322k) and Property, plant and equipment (EUR 38,354k).

Tangible fixed assets (Property, plant and equipment and the Right-of-use assets) increased by EUR 8,183k, mainly

relating to machinery and equipment in the production facility for the manufacturing of pharmaceuticals products

(Mithra CDMO) and their related development costs for machine settings and improvement.

Other intangible assets consist mainly of a portfolio of acquired product rights, market access rights and internally

generated intangible assets. The Net book value relates mainly to IP rights such as Estelle

for EUR 29,663k, Myring

for EUR 11,425k, Zoreline

for EUR 32,882k and Donesta

which qualified as an asset deal, for EUR 8,000k. Over

2021, the increase of EUR 15,949k is explained by the acquisition of full licensing and distribution rights of Zoreline

held by SVR Invest, including important territories such as China, Canada and Australia for an amount of EUR 8.5

million (in addition to the initial book value amount of EUR 24,400k) and of a capitalization of development costs

related to the project “E4 synthesis” (for EUR 5.5m) and the project Estelle

(for EUR 3.0m) arising from development.

Following the reception of Estelle

Marketing authorization, intellectual property rights and internally generated

research and development for this project are now considered as available for use and depreciated (for EUR 1m).

Deferred tax assets increased by EUR 12,551k mainly due to the recognition of additional assets arising from

available tax losses carried forward.

Since 2020, the Group uses derivative financial instruments to manage its exposure to foreign exchange rate risk

arising from operational activities (cash flow hedges). In 2021, EUR has weakened significantly against the USD, with

the foreign currency spot rate decreasing, which has caused the fair value of foreign exchange derivative hedges to

decrease from EUR +9 065k to EUR -4,683k at 31 December 2021 (major amount hence recorded at fair value in the

Derivatives financial liabilities).

The increase of Investment in equity securities mainly explained by the reception of 85.8 million ordinary shares (an

Estelle

out-licensing milestones for the US territory) allowing the Company to become the first shareholder (with

9.57%) of Mayne Pharma Group Ltd, an Australia-listed company on ASX.

In 2021, Other non-current assets decrease is mainly the result of the fair value loss on financial assets which is

made of the charge of EUR 8.0 million related to contingent receivable with CERES compensated by the increase of

the R&D tax credit.

1.2.2. Current assets

As of 31 December 2021, the Statement of financial position shows a total of EUR 99,389k in Current assets, mainly

Inventories for EUR 43,852k (EUR 8,470k higher than previous year) in the context of Estelle

commercial launch as

from June 2021.

Contract assets decreased by EUR 38,950k mainly because of cash collection of two major Estelle

out-licensing

milestones with Mayne (USD 11 million) and Gedeon Richter (EUR 15 million) and because of the reception of 85.8

million ordinary shares of Mayne Pharma Group Ltd, without impact on revenue as already recognized in 2019 as

per IFRS 15.

Cash decreased to EUR 32,872k from EUR 138,675k in 2020, mainly explained by operating expenses increase,

notably R&D expenses related to the activities under the Phase III Donesta®, by the payment of an instalment of EUR

25 million to former owners of Uteron Pharma and by the complete buyout of all earnouts linked to Myring

and

Zoreline® with a first payment of EUR 8.5 million.

1.2.3. Equity

Total Equity at year-end decreased to EUR 33,840k from EUR 157,737k in 2020, mainly due to the total

comprehensive loss for the period (EUR 134,175k), partially compensated by two capital increases for a total amount

of EUR 9.2 million (LDA capital and exercise of subscription rights).

1.2.4. Non-current liabilities

Current liabilities slightly decreased to EUR 292,285k at the end of 2021, compared to EUR 293,500k in 2020.

Contract liabilities decreased as a result of the recognition of the out-licensing revenue, at EUR 3.7 million related to

Zoreline® milestones, previously invoices and paid, in line with the agreement signed with SVR Invest BV for the full

global licensing and distribution rights for the Zoreline

implant.

This impact on Non- current liabilities is partially offset by the increase of the Derivative financial liabilities because

of the foreign currency spot rate (EUR/USD) decreasing which has caused the fair value of foreign exchange

derivative hedges to decrease from EUR +9 065k to EUR -4,683k at 31 December 2021.

1.2.5. Current liabilities

Current liabilities increased to EUR 95,793k at the end of year 2021, compared to EUR 70,747k in 2020, primarily due

the increase of the current portion of other loans which include new credit line concluded for an amount of EUR 15

million. This additional financing facility and the previously contracted credit line (EUR 20 million) for a total of EUR

35 million have been fully drown during 2021. This has been partially offset by the decrease in the current portion of

other financial liabilities, linked to the evolution of Estelle

contingent consideration payable. This liability decreased

following the payment of an instalment of EUR 25 million to former owners of Uteron Pharma, compensated by a

change in fair value (EUR 19.3m).

Cash flow analysis

Full year cash flow of the group amounts to EUR -105,824k :

• Cash flow from operating activities of EUR -74,387k for 2021.

• Cash flow from investing activities of EUR -54,682k : The acquisition of tangible assets relates predominately

to the capitalization of development costs in the framework of CDMO facility and equipment and its

production zones. The acquisition of intangible assets consists in the capitalization of development costs

related to the project “E4 synthesis” and the project Estelle

. The Other financial liabilities payments are

mainly composed of the complete buyout of all earnouts linked to Myring

and Zoreline

with a first payment

of EUR 8.5 million and of an instalment of EUR 25 million paid to former owners of Uteron Pharma.

• Cash flow from financing activities amounts to EUR 23,245k : during the year, the Group has secured capital

increases for a total amount of EUR 9.2 million (LDA capital and exercise of subscription rights). A new credit

line was concluded for an amount of EUR 15 million. This additional financing facility and the previously

contracted credit line (EUR 20 million) are fully drown as per year end. At the opposite, the lease

reimbursement and interest payments amount to EUR 9,479k.

In consideration of the conservative assumptions mentioned in the note 1.12 Going concern, the Board of directors

has analyzed the financial statements and accounting policies and, made the assessment that the current cash

position of EUR 32.9 million at 31 December 2021 strengthened by post-year end flexible equity financing agreement

contracted with Goldman Sachs International for EUR 100 million and a capital increase for an amount of EUR 8.1

million completed on 14 February 2022 under the LDA capital agreement facility will allow the Group to keep up with

operating expenses and capital expenditure requirements at least until April 2023 (twelve months at least after the

issuance of this report).

Corporate governance statement

1.4.1. Introduction

This Corporate Governance Statement is included in the Company's report of the Board of directors on the statutory

accounts for the financial year ended on 31 December 2021 in accordance with Article 3:6, §2 of the Belgian

Companies and Associations Code.

On 17 May 2019, the Belgian royal decree of 12 May 2019 designating the corporate governance code to be complied

with by listed companies was published in the Belgian Official Gazette. On the basis of this royal decree, Belgian

listed companies are required to designate the new 2020 Belgian Corporate Governance Code (the "2020 Code") as

reference code within the meaning of Article 3:6, §2 of the Belgian Companies and Associations Code of 23 March

2019, as amended (the "Belgian Companies and Associations Code"). The 2020 Code applies compulsorily to

reporting years beginning on or after 1 January 2020 (compulsory application).

The 2020 Code is available on the website of the Belgian Corporate Governance Committee

(www.corporategovernancecommittee.be).

1.4.2. Reference code

The Corporate Governance of the Company is organized pursuant to the Belgian Companies and Associations Code,

the Company’s articles of association and the Company’s Corporate Governance Charter.

The Company’s Corporate Governance Charter was adopted by the Board of directors on 20 April 2020 and updated

on 22 April 2020. It was drafted in accordance with the recommendations set out in the 2020 Code.

For the financial year ended on 31 December 2021, the Company complied to a large extent with the provisions of

the 2020 Code, except for the following deviation which the Company believed was justified in view of the Company’s

specific situation. In line with the “comply-or-explain” principle of said 2020 Code, the Company did not fully comply

with the following provision:

Provisions 4.10 to 4.16 of the 2020 Code: The Company decided not to appoint a formal internal auditor because of

the size of the Company. However, the Risk and Audit committee regularly evaluates the need for this function and/or

commissions external parties to conduct specific internal audit missions and report back to Board of directors.

The Company’s Corporate Governance Charter, together with the articles of association of the Company, are

available on the Company’s website (www.mithra.com), mentioning the date of the most recent update, in a clearly

recognizable part of the Company’s website under the heading “Investors“, separate from the commercial

information.

1.4.3. Share capital & shares

On 31 December 2021, the share capital of the Company amounts to EUR 32,249,706.40 and is fully paid-up. It is

represented by 44,051,259 ordinary shares, each representing a fractional value of (rounded) EUR 0.7321 and

representing one 44,051,259

of the share capital

. The Company's shares do not have a nominal value. The

Company’s shares are admitted to listing and trading on the regulated market of Euronext Brussels, under the ticker

“MITRA”.

In addition to the outstanding shares, the Company has a number of subscription rights, that are exercisable into

ordinary shares, consisting of:

• 1,394,900 outstanding share options, issued by the Company on 5 November 2018 to the benefit of

members of the staff, as well as consultants of the Company, subject to the terms and conditions that are

determined by the Board of directors, entitling their holders thereof to subscribe for 1 share upon exercise

of 1 relevant share option (the "2018 Share Options");

Post period, on 14

February 2022, the share capital of the Company amounts is EUR 32,573,434.43 and is fully paid-up. It is

represented by 44,493,450 ordinary shares, each representing a fractional value of (rounded) EUR 0.7321 and representing one

44,493,450

of the share capital. On 21th March, the share capital of the Company amounts is EUR 32,849,581.09 and is fully paid-

up. It is represented by 44,870,648 ordinary shares, each representing a fractional value of (rounded) EUR 0.7321 and representing

one 44,870,648

of the share capital.

• subscription rights exercisable for a maximum number of 690,000 new shares of the Company at an

exercise price of EUR 27.00 per ordinary share (subject to customary adjustments), issued by the Company

on 22 July 2020 to the benefit of LDA Capital Limited, subject to the terms and conditions, entitling LDA

Capital Limited to subscribe for 1 share upon exercise of 1 relevant subscription right (the “LDA Warrants”);

• subscription rights exercisable for a maximum number of 300,000 new shares of the Company at an

exercise price of EUR 27.00 per ordinary share (subject to customary adjustments), issued by the Company

on 7 September 2020 to the benefit of certain shareholders of the Company, subject to the terms and

conditions, entitling their holders to subscribe for 1 share upon exercise of 1 relevant subscription right (the

“Share Lending Warrants”);

• 390,717 outstanding share options, issued by the Company on 20 November 2020 to the benefit of members

of the personnel of the Company, subject to the terms and conditions that are determined by the Board of

directors, entitling their holders thereof to subscribe for 1 share upon exercise of 1 relevant Share Option

(the "2020 Share Options"). On the date of the present report, a total of 316,000 warrants have already been

granted to members of the personnel, while 74,717 remaining;

• On 10 December 2020, the Company issued senior unsecured convertible bonds due 17 December 2025 for

an amount of EUR 125 million. The convertible bonds are convertible into ordinary shares of the Company

at an initial conversion price of EUR 25.1917, representing a 25.00% premium above the reference price of

EUR 20.1533, being the volume weighted average price of a Company's share on Euronext Brussels from

market open to the close of trading on 10 December 2020. The convertible bonds were issued in

dematerialised form in the denomination of EUR 100,000 each. Unless previously converted, redeemed or

purchased and cancelled, the convertible bonds will be redeemed at par on the stated maturity date, which

is expected to be 17 December 2025. The number of ordinary shares potentially to be issued based on this

operation amount to 4,96 million.

• The Master Confirmation Agreement dated 4s February 2022 between the Company and Goldman Sachs

International provides that should a change of control occur, an adjustment on the economics of the

contract shall occur. This Adjustment shall be determined by the Calculation Agent based on the 2006 ISDA

Definitions and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions rules in each

case as published by the International Swaps and Derivatives Association, Inc, using customary

mechanisms. Should the Adjustment be rejected by the Company following a change of control, it may in

some circumstances cause a termination of the Master Confirmation Agreement.

Form and transferability of the shares

The shares of the company can take the form of dematerialized shares. All the company's shares are fully paid-up

and are freely transferable. On 31 December 2021, all of the 44,051,259 existing shares have been admitted to trading

on the regulated market of Euronext Brussels.

Currency

The company's shares do not have a nominal value, but each reflects the same fraction of the Company's share

capital, which is denominated in euro.

Voting rights attached to the shares

Each shareholder of the company is entitled to one vote per share. Shareholders may vote by proxy, subject to the

rules described in the Company's articles of association.

Voting rights can be mainly suspended in relation to shares:

• which are not fully paid up, notwithstanding the request thereto of the Board of directors of the Company;

• to which more than one person is entitled or on which more than one person has rights in rem (droits réels)

on, except in the event a single representative is appointed for the exercise of the voting right vis-à-vis the

Company;

• which entitle their holder to voting rights above the threshold of 3%, 5%, 10%, 15%, 20% and any further

multiple of 5% of the total number of voting rights attached to the outstanding financial instruments of the

Company on the date of the relevant general shareholders' meeting, in the event that the relevant shareholder

has not notified the Company and the FSMA at least 20 calendar days prior to the date of the general

shareholders' meeting in accordance with the applicable rules on disclosure of major shareholdings; and

• of which the voting right was suspended by a competent court or the FSMA.

Pursuant to the Belgian Companies and Associations Code, the voting rights attached to shares owned by the

Company, or a person acting in its own name but on behalf of the Company, or acquired by a subsidiary of the

Company, as the case may be, are suspended.

Dividends and dividend policy

All of the shares of the Company entitle the holder thereof to an equal right to participate in dividends in respect of

the financial year ending on 31 December 2021 and future years. All of the shares participate equally in the

Company's profits (if any). Pursuant to the Belgian Companies and Associations Code, the shareholders can in

principle decide on the distribution of profits with a simple majority vote at the occasion of the annual general

shareholders' meeting, based on the most recent statutory audited financial statements, prepared in accordance

with Belgian GAAP and based on a (non-binding) proposal of the Company's Board of directors. The Belgian

Companies and Associations Code and the Company's articles of association also authorise the Board of directors

to declare interim dividends without shareholder approval. The right to pay such interim dividends is, however,

subject to certain legal restrictions.

Additional financial restrictions and other limitations may be contained in future credit agreements.

1.4.4. Shareholders & shareholder structure

Shareholders structure

The table below provides an overview of the shareholders that notified the Company of their shareholding in the

Company pursuant to applicable transparency disclosure rules, as of 31st of December 2021.

Shareholder

% of voting rights

Mr François Fornieri

2, 4

24.94%

Mr Marc Coucke

3 4

10.86%

NOSHAQ (Meusinvest SA)

11.27%

Scorpiaux B

3.86%

Ogesip Invest SA

2.68%

1. The percentage of voting rights is calculated as per the closing date and taking into account the total number of outstanding shares of the

Company as of such date.

2. François Fornieri holds in direct and through Yima SRL warrants entitling him to subscribe still 952,790 additional shares of Mithra.

3. Marc Coucke holds his shareholding partially through Alychlo NV, which he controls.

4. François Fornieri, Alychlo NV and Noshaq SA jointly hold 300,000 warrants (share lending warrants).

5. Post period, on 23 March 2022, the shareholding is adapted as follow: Mr François Fornieri, 24,97%; Mr Marc Coucke, 9,24 %; NOSHAQ SA,

11,31%; Scorpiaux 3,79 %; Ogesip SA invest, 2.63%.

No other shareholders, alone or in concert with other shareholders, notified the Company of a participation or an

agreement to act in concert in relation to 3% or more of the current total existing voting rights attached to the voting

securities of the Company.

The most recent transparency declarations, including the abovementioned declarations, are available on the

Company’s website www.mithra.com.

Shareholders’ arrangements

To the Board of directors’ best knowledge, no shareholders’ agreement exists among shareholders of the Company

with respect to the Company.

1.4.5. Board of directors

Composition of the board

The Company has opted for a "one tier" governance structure whereby the Board of directors is the ultimate decision-

making body, with the overall responsibility for the management and control of the Company and is authorized to

carry out all actions that are considered necessary or useful to achieve the Company's object. The Board of directors

has all powers except for those reserved to the general shareholders' meeting by law or by the Company's articles of

association. The Board of directors acts as a collegiate body.

Since the 20

May 2021 (the last Ordinary Shareholders' Meeting

), the Board of directors consisted of ten (10)

members (with a minimum of three (3) members set out in the articles of association), of which one (1) is Executive

Director and nine (9) are Non-Executive Directors, including five (5) Independent Directors in the meaning of the Article

7:87 of the Belgian Companies and Associations Code.

Since this Ordinary Shareholders' Meeting, the Company has continued to comply with the requirement of gender

diversity and Article 2.1 of the Company's Corporate Governance Charter. Indeed, the Board of directors currently

has five (5) female directors.

On 21

January 2021, in accordance with the Internal Governance Code, the Board of directors has decided to entrust

the position of CEO ad interim to Mr Christophe Maréchal until further decision by the Board. Moreover, according to

article 7:95 of the BCC and article 19 of the Company’s articles of association and taking into account the need for

the Company to ensure continuity of management, the directors of the Company have consented to set in motion

the temporary succession plan provided for in Schedule D, section C, “In case of temporary unavailability (no longer

than 6 months leave)” of the Company’s Corporate Governance Charter. Members of the Executive Committee have

been until further decision by the Board, able to function in different silos depending on their area of expertise. These

responsibilities have been carried out under the supervision of Christophe Maréchal who assumed ad interim the

CEO’s task and responsibilities as per the Charter of the Company.

On 3 February 2021, the Board of directors accepted that Yima SRL (represented by Mr. François Fornieri) takes a

step back as CEO, until further notice and for a maximum period of 12 months, following his indictment in the context

of an external file not related to Mithra. As a result hereof, the Board of directors has decided to appoint Van Rompay

Management BV (represented by Mr. Leon Van Rompay) as CEO ad interim until further notice.

On 15 October 2021, Yima SRL (represented by Mr. François Fornieri) decided, in consultation with the Board of

directors, to remain on the sidelines of his executive functions, as long as the legal case related to insider trading is

pending. As the founder and principal shareholder of the Company, he continues to fully fulfill his role as a member

of the Board of directors and to support the strategy of the Company from this seat. Following the decision of Mr.

Fornieri, Mithra’s Board of directors confirmed Van Rompay Management BV (represented by Mr. Leon Van Rompay)

as Chief Executive Officer.

The roles and responsibilities of the Board of directors, its composition, structure and organization are described in

detail in Company’s articles of association and Company's Corporate Governance Charter (available on the

Company’s website, www.mithra.com). The Company's Corporate Governance Charter specifies the criteria that

Directors must satisfy in order to qualify as Independent Directors.

Since the General Shareholders' Meeting of 20 May 2021, directors are appointed for a maximum term of two years,

which is renewable.

The composition of Mithra’s Board of directors was as follows during the financial year 2021:

Name

Position

Term

Nature of

Mandate

Board of directors Committee

Membership

Attendance² to

2021 Board

meetings

Yima SRL

(permanent representative:

Mr. François Fornieri)

Director

2023

Non-Executive

12/12

Sunathim BV

(permanent representative:

Mr. Ajit Shetty)

Director

2023

Chair

Independent

Nomination and

Remuneration Committee

12/12

(6/6)

TicaConsult BV

(permanent representative:

Mr. Erik Van Den Eynden)

Director

2023

Independent

Risk and Audit committee

(Chair)

12/12

(8/8)

Noshaq SA

(permanent representative:

Mr. Gaëtan Servais)

Director

2023

Non-Executive

Risk and Audit committee

12/12

(8/8)

Eva Consulting SRL

(permanent representative:

Mr. Jean-Michel Foidart)

Director

2023

Executive

12/12

Mrs. Patricia van Dijck

Director

2023

Independent

Nomination and

Remuneration Committee

(Chair)

12/12

(4/4)

Mrs. Amel Tounsi

Director

2023

Non-Executive

Nomination and

Remuneration Committee

6/6

(4/4)

Alius Modi SRL

(permanent representative:

Mrs. Valérie Gordenne)

Director

2023

Non-Executive

Risk and Audit committee

6/6

(4/4)

Mrs. An Cloet

Director

2023

Independent

6/6

Mrs. Liesbeth Weynants

Director

2023

Independent

5/6

Selva Luxembourg SA

(permanent representative

Mr. Christian Moretti)

Director

2021

Non-executive

6/6

(2/2)

Ahok BVBA

(permanent representative

Mr. Koen Hoffman)

Director

2021

Independent

Audit committee (Chair)

6/6

(4/4)

1. The term of the mandate of the Director will expire immediately after the Annual General Shareholders' Meeting held in the year set forth next

to the Director’s name.

2. The number of meetings attended by each Director should take into account the nomination of new Directors during the financial year.

3. On 25 November 2020, seven (7) directors resigned. Between the 1st January and the 19th May 2021, the Board of directors included two co-

opted directors to fill in the vacancy seats pursuant to provision 7:88 §1 of the BCAC:

• Sunathim BV (represented by Mr. Ajit Shetty) was co-opted by the Board of directors as Independent Director, until the General

Shareholders' Meeting of 2021;

• Mr. Erik Van Den Eynden was co-opted by the Board of directors as Independent Director. On 22 December 2020, at the request of

Mr. Erik Van Den Eynden, the Board of directors agreed to replace him by TicaConsult BV (represented by Mr. Erik Van Den Eynden).

4. As of 25

November 2020 until 14

June 2021, Mrs. Van Dijck was Chair ad interim of the Board of directors. Sunathim BV (permanent

representative: Mr. Ajit Shetty) succeeded her as of 14

June 2021.

5. These two mandates were not renewed at the ordinary General Meeting of May 20, 2021. Selva Luxembourg SA (permanent representative Mr.

Christian Moretti) and Ahok BVBA (permanent representative Mr. Koen Hoffman) participate in all Board meetings (and committee meetings at the

request of the Chairs) as observers.

6. Since a resolution of the Board of directors of June 14, 2021.

More detailed information on the Board of directors’ responsibilities, duties, composition and operation can be found

on the Company’s website (www.mithra.com) in the Company's articles of association and Corporate Governance

Charter.

Activity report

In 2021, twelve Board meetings have been held (in case two distinct meetings take place successively, the two

meetings have not been taken into account hereinabove).

The Board meetings were mainly related to the financial results and financial reporting, including the half-year and

financial statements and budget, the Company’s financing strategy and related capital transaction, Supply strategy

and R&D progress, important agreements or (expected) acquisitions and divestments, and continuous evaluation of

the structure and the strategy of the Company.

In addition, the Board of directors met to resolve on various (conditional) capital increases or transaction, the grant

of additional share options and the reinforcement of the Executive Management Team.

Performance evaluation of the board

Under the lead of the Chair and assisted by the Nomination and Remuneration Committee (and possibly also by

external experts) the Company’s Board of Directors will conduct, every 3 years, a self-evaluation in respect of its size,

composition, performance and those of its Committees, as well as in respect of its interaction with the executive

management. The evaluation shall have the following objectives:

• Assessing how the Board or the relevant Committee operates;

• Checking that the important issues are suitably prepared and discussed;

• Evaluating the actual contribution of each Director’s work, the Director’s presence at Board and Committee

meetings and his constructive involvement in discussions and decision-making; and

• Checking the Board’s or Committee’s current composition against the Board’s or Committee’s desired

composition.

The Non-Executive Directors shall annually assess their interaction with the Executive Management Team. In this

respect, Non-Executive Directors shall meet at least once a year in absence of the CEO and the other executive

directors, if any. No formal Board decision can be taken at such meeting.

There is a periodic evaluation of the contribution of each director aiming at adapting the composition of the Board

of directors. At the time of their re-election, the directors’ commitments and contributions are evaluated within the

Board of directors, and the Board of directors ensures that any appointment or re-election allows an appropriate

balance of skills, knowledge and experience to be maintained. The same applies at the time of appointment or re-

election of the Chairs (of the Board of directors and of the Board committees).

The Board shall act on the results of the performance evaluation by recognising its strengths and addressing its

weaknesses. Where appropriate, this will involve proposing new members for appointment, proposing not to re-elect

existing members or taking any measure deemed appropriate for the effective operation of the Board.

This evaluation took place in fiscal year 2018 and will be renewed in fiscal year 2022-2023 (the evaluation has been

postponed to the year 2022-2023 to correspond with the renewal of the Board of directors). The Board always acts

on the results of the performance evaluation by recognizing its strengths and addressing its weaknesses. Where

appropriate, this could involve proposing new members for appointment, proposing not to re-elect existing members

or taking any measure deemed appropriate for the effective operation of the Board of Directors.

1.4.6. Risk and Audit committee

The Board of directors has set up a Risk and Audit committee, in line with the Belgian Companies and Associations

Code.

More detailed information on the Risk and Audit committee’s responsibilities can be found in the Company's

Corporate Governance Charter, which can be found on Mithra’s website (www.mithra.com).

The Chair of the Risk and Audit committee reports to the meeting of the Board of directors subsequent to each

meeting of the Risk and Audit committee on its activities, conclusions, recommendations and resolutions. On an

annual basis, the Chair of the Risk and Audit committee also reports to the Board of directors on the Risk and Audit

committee’s performance.

Composition

The Risk and Audit committee is composed of three (3) members, which are exclusively Non-Executive Directors. At

least one of its members should be an independent Director in the meaning of article 7:87 of the Belgian Companies

and Associations Code.

At least one of its members has the necessary expertise with regard to accounting and auditing. The Board of

Directors ensures that the Risk and Audit committeee has the necessary and sufficient expertise with regards to

accounting, audit and finance, in order to fulfil its role in an adequate manner. The Chair of the Risk and Audit

committee is not the Chair of the Board of directors. The CEO and CFO can attend the meetings in an advisory and

non-voting capacity. At least twice a year, the Risk and Audit committeee meets the Statutory Auditor in order to

discuss questions regarding its mandate, the audit procedure and, in particular, the potential weaknesses identified

in the control.

The following Directors are members of the Risk and Audit committeee: TicaConsult BV (permanent representative:

Mr. Erik Van Den Eynden), Noshaq SA (permanent representative: Mr. Gaëtan Servais), Alius Modi SRL (permanent

representative: Mrs. Valérie Gordenne). Before the General Meeting of May 20, 2021, the Committeee was composed

of Ahok BVBA (permanent representative Mr. Koen Hoffman), TicaConsult BV (permanent representative: Mr. Erik

Van Den Eynden), and Noshaq SA (permanent representative: Mr. Gaëtan Servais). TicaConsult BV (permanent

represenative: Mr. Erik Van Den Eynden) and Ahok BV (permanent representative: Mr. Koen Hoffman) were both

Independent Directors.

Activity report

The Risk and Audit committee met eight (8) times in 2021. The statutory auditor was present at 2 of these eight

meetings.

The main topics discussed were the interim half-year and annual financial information and figures, the budget, the

statutory auditor’s external audit, internal control, risk management and compliance including the implementation

of a Business Code of Conduct, the review of the equity transactions. The opinion of the Risk and Audit committee

has also been specifically requested on transactions where there were conflicts of interest.

Attendance was as follows: Ahok BV (permanent representative: Mr. Koen Hoffman): 4/4, Noshaq SA (permanent

representative: Mr. Gaëtan Servais): 8/8, TicaConsult BV (permanent representative: Mr. Erik Van Den Eynden): 8/8,

and Alius Modi (permanent representative: Mrs. Valérie Gordenne): 4/4 . The number of meetings attended by each

Director should take into account the expiration of the term of the mandate of certain Directors during the year as

well as the nomination of new Directors during the financial year.

1.4.7. Nomination and remuneration committee

The Board of directors has set up a remuneration committee, in line with the Belgian Companies and Associations

Code. As the remuneration committee also performs the task of a nomination committee, it is called the nomination

and remuneration committee.

More detailed information on the nomination and remuneration committee’s responsibilities can be found in the

Company's Corporate Governance Charter, which can be found on Mithra’s website (www.mithra.com). In principle,

the nomination and remuneration committee will meet at least two (2) times per year.

Composition

The nomination and remuneration committee is composed of three members, which are exclusively non-executive

directors. The majority of its members are independent directors in the meaning of article 7:87 of the Belgian

Companies and Associations Code.

The nomination and remuneration committee has the necessary expertise in terms of remuneration policy, which is

evidenced by the experience and the previous roles of its members.

The following Directors are members of the nomination and remuneration committee: Mrs. Patricia van Dijck, Mrs.

Amel Tounsi, Sunathim BV (permanent representative: Mr. Ajit Shetty). Mrs. Patricia van Dijck and Sunathim BV

(permanent representative: Mr. Ajit Shetty) are both Independent Directors. Before the General Meeting of

May 20, 2021, the Committee was composed of Mrs. Patricia van Dijck, Sunathim BV (permanent representative: Mr.

Ajit Shetty) and Selva Luxembourg SA (permanent representative Mr. Christian Moretti). Mrs. Patricia van Dijck and

Sunathim BV (permanent representative: Mr. Ajit Shetty) were both Independent Directors.

The CEO is invited to attend the meetings of the Nomination and Remuneration Committee in an advisory and non-

voting capacity. He does not attend discussions concerning his own remuneration.

The Chair of the Nomination & Remuneration Committee reports to the Board subsequent to each Committee

meeting on its activities, conclusions, recommendations and resolutions. The Chair of the Nomination &

Remuneration Committee shall, on an annual basis, report to the Board on the Nomination & Remuneration

Committee’s performance. Every three (3) years, the Nomination & Remuneration Committee reviews its terms of

reference and its own effectiveness and recommends any necessary changes to the Board.

Activity report

The Nomination & Remuneration Committee met six (6) times in 2021.

The main topics discussed were the preparation of the remuneration report, the performance of the CEO and other

members of the Executive Management Team, their appointment, resignation, and remuneration (including the grant

of subscription rights), the composition of the Executive Management Team, the assessment of the contractual

conditions giving right to bonuses to the CEO, the implementation of a new Corporate Governance Charter and the

renewal of the Board of directors.

Attendance was as follows: Mrs. Patricia van Dijck (6/6), Mrs. Amel Tounsi (4/4), Sunathim BV (permanent

representative: Mr. Ajit Shetty) (6/6) and Selva Luxembourg SA (permanent representative Mr. Christian Moretti)

(2/2).The number of meetings attended by each Director should take into account the expiration of the term of the

mandate of certain Directors during the year as well as the nomination of new Directors during the financial year.

Executive Management

By a decision of 15 June 2015, the Board of directors of the Company set up an Executive Management Team. The

Executive Management Team is an advisory committee of the Board of directors.

The Executive Management Team’s mission is to discuss and consult with the Board and advise the Board on the

day-to-day management of the Company in accordance with the Company’s values, strategy, general policy and

budget, as determined by the Board.

While exercising its advisory responsibilities, the Executive Management Team shall be guided by the interests of

the Company and its business.

More detailed information on the Executive Management Team’s responsibilities can be found in the Company's

Corporate Governance Charter, which can be found on Mithra’s website. (www.mithra.com).

Composition

The Executive Management Team is currently composed of fourteen (14) members: the Chief Executive Officer

(CEO)

the Chief Executive Officer (CEO) / under leave of absence

, The Chief Financial Officer (CFO), the Chief Legal

Officer (CLO), the Chief Scientific Officer (CSO), the Chief Supply Chain Officer (CSCO), the Chief Manufacturing

Officer (CMO)

, Chief Business Officer (CBO), the Chief Human Resources Officer (CHRO), the Group Quality Manager,

the Group Communication Manager, the Group Investor Relations Manager (IRO), the Group IT Manager (GITM) and

the Chair of the Scientific Advisory Board.

The Executive Management Team is chaired by the CEO of the Company. Furthermore, the Chair may invite additional

personnel to attend a meeting of the Executive Management Team.

The members of the Executive Committee as of the date of this report are listed in the table below:

Name

Function

Van Rompay Management BV (permanent representative:

Mr. Leon Van Rompay)

Chief Executive Officer (CEO)

Yima SRL (permanent representative: Mr. François Fornieri)

Chief Executive Officer under leave of absence, Chief

Business Development Officer under leave of absence

Eva Consulting SRL (permanent representative:

Mr. Jean-Michel Foidart)

Chair of the Scientific Advisory Board

CMM&C SRL (permanent representative: Mr. Christophe Maréchal)

Chief Financial Officer (CFO)

M. Cédric Darcis

Chief Legal Officer ( CL0)

GD Lifescience SRL (permanent representative: Mr Graham Dixon)

Chief Scientific Officer (CSO)

BGL Consulting SRL (permanent representative:

Mr. Benjamin Brands)

Chief Supply Chain Officer (CCO)

MAREBA BVBA (permanent representative: Mr Renaat Baes)

Chief Manufacturing Officer (CMO)

Novafontis SRL (permanent representative: Mr. Jean-Manuel

Fontaine)

Chief Business Officer (CBO)

Acta Group SA (permanent representative : Ms. Laurence Schyns)

Chief Human Resources Officer (CHRO),

Mr. Benoît Mathieu

Group Investor Relations Manager

Mrs. Maud Vanderthommen

Group Communication Manager

Mr. Frédéric Constant

Group Quality Manager

T Mundi BV (permanent representative : Stijn Vlaminck)

Group IT Manager

IARA SRL (permanent representative : Mrs. Jessica Salmon)

Corporate Controlling Officer and Executive Deputy

1. On 21st January 2021, in accordance with the Internal Governance Code, the Board of directors has decided to entrust the position of CEO

ad interim to Mr Christophe Maréchal until further decision by the Board. Moreover, according to article 7:95 of the BCC and article 19 of the

Company’s articles of association and taking into account the need for the Company to ensure continuity of management, the directors of

the Company have consented to set in motion the temporary succession plan provided for in Schedule D, section C, “In case of temporary

unavailability (no longer than 6 months leave)” of the Company’s Corporate Governance Charter. Members of the Executive Committee

have been until further decision by the Board, able to function in different silos depending on their area of expertise. These responsibilities

have been carried out under the supervision of Christophe Maréchal who assumed ad interim the CEO’s task and responsibilities as per the

Charter of the Company. On 3 February 2021, the Board of directors accepted that Yima SRL (represented by Mr. François Fornieri) takes

a step back as CEO, until further notice, for a maximum period of 12 months, following his indictment in the context of an external file not

related to Mithra. As a result, hereof, the Board of directors has decided to appoint Leon Van Rompay as CEO ad interim until further notice.

On 15 October 2021, Yima SRL (represented by Mr. François Fornieri) decided, in consultation with the Board of directors, to remain on the

sidelines of his executive functions, as long as the legal case related to insider trading is pending. As the founder and principal shareholder

of the company, he will continue to fully fulfill his role as a member of the Board of directors and to support the strategy of the Company

from this seat. Following the decision of Mr. Fornieri, Mithra’s Board of directors confirmed Leon Van Rompay as Chief Executive Officer.For

further information, please see the press releases published by the Company on 21 January 2021, 4 February 2021 and 15 October 2021

on its website (https://investors.mithra.com/en/press-releases/).

2. Post Period, on 3 March 2022, upon recommendation of the Nomination and Remuneration Committee, the Board of directors changed the

job title of the CMO in order to become the CDMO Site Director of the Company.

3. Post period, on 1

February 2022, under request of T Mundi BV (permanent representative: Stijn Vlaminck), the performance of its duties

have been transferred to the company Hof Vlaminck SCS (permanent representative: Stijn Vlaminck).

4. On 12

April 2021, the Board of directors ratified the termination of the consultancy contract between IARA SRL and the Company with

effect from 23th March 2021.

5. The Board of directors validated this appointment by a resolution of March 5, 2022 on the recommendation of the Nomination and

Remuneration Committee of the same day

Activity report

In 2021, The Executive Management Team met regularly and at least once every month. The CEO reported and

advised the Board on the day-to-day management at every meeting.

1.4.8. Diversity and inclusiveness

Article 7:86 of the Belgian Companies and Associations Code provides that at least one third of the members of the

Board of directors should be of the opposite gender. In order to calculate the required number of Directors of a

different gender, fractions must be rounded to the nearest whole number. These gender diversity requirements are

applicable to the composition of the Board of directors of companies, the securities of which are listed, for the first

time as from the first day of the sixth year following the date they became publicly listed. If, for any reason

whatsoever, the composition of the Board of directors does not or no longer meets the conditions laid down here

above, the first General Shareholders' Meeting that follows shall constitute a Board of directors that meets these

requirements.

Since the Annual General Shareholders' Meeting of 16 May 2019, the Company complied with the gender diversity

requirements set by article 7:86 of the Belgian Companies and Associations Code (and Article 2.1 of the CBGE). The

Board of directors still comply with the requirement of gender diversity as. The Board of directors currently has five

(5) female directors (representing a ratio of 50.00% female Directors against 50.00% male Directors). In the future,

the Company undertakes to take gender diversity into consideration when renewing the members of its Board of

directors and when filling new positions.

1.4.9. Principal characteristics of internal control and risk management

The Company operates a risk management and control framework in accordance with the Belgian Companies and

Associations Code and the 2020 Code. The Group is exposed to a wide variety of risks within the context of its

business operations that can result in its objectives being affected or not achieved. Controlling those risks is a core

task of the Board of directors (including the Risk and Audit committee), the Executive Management Team and all

other employees with managerial responsibilities.

The Executive Management Team leads the Company within the framework of prudent and effective control, which

enables it to assess and manage risks. The Executive Management Team develops, maintains and ongoingly

improves (including with the support of external advisers) adequate internal control and risk management

procedures so as to offer a reasonable assurance concerning the realization of goals, the reliability of the financial

information, the observance of applicable laws and regulations and to enable the execution of internal control and

risk management procedures.

The Executive Management Team is an advisory committee to the Board of directors and the CEO on the day-to-day

management of the Company. Each member of the Executive Management Team has individually been made

responsible for certain aspects of the day-to-day management of the Company and its business (in case of the CEO,

by way of a delegation from the Board of directors; in case of the other Executive Management Team members, by

way of a formal delegation of authority from the CEO). In the case that any decision to be taken by a member of the

Executive Management Team could be material to the Company (or falls outside the scope of the delegation of

authority), it shall be presented and discussed at a meeting of the Executive Management Team. The Executive

Management Team meets several times per month.

During those Executive Management Team meetings, there is a follow-up on the progress of various Group projects,

clinical studies, business development deals, and other material matters.

The process of gathering financial information is organized on a monthly (work in progress), quarterly, half-year and

annual basis, and reports of such information are made available to the CEO and the Risk and Audit committee. The

finance team (strengthened during 2021 due to the ram-up of our activities) produces the accounting figures and

reports under the supervision of the CFO. The accounts are kept by an ERP (formally Dynamics AX migrated to D365

upgraded version early 2021). The cash and working capital are monitored on a continuous basis.

The quality of the internal control and risk management is assessed during the course of the financial year and on

an ad hoc basis with internal audits (supply chain, IT, PO validation workflows, working capital management, etc.)

carried out on the basis of potential risks identified. The conclusions are shared and validated with the Risk and Audit

committee. During the financial year, the Risk and Audit committee undertakes reviews of the half-year closures and

specific accounting treatments. It reviews the disputes and puts all the questions it deems relevant to the Auditor,

to the CFO or to the Executive Management Team of the Company.

During the period under review, the Company has mandated Ernst & Young (“EY”) in order to audit the Company’s

current governance policies with the view of assisting the Company to set up optimized governance policies suited

for a fully-fledged commercial Company. Most of the conclusions of this audit are very positive for the Company,

minor areas of improvement are being implemented.

The Risk and Audit committee assists the Board of directors in the execution of its task to control the Executive

Management Team.

Control environment

The Executive Management Team has organized the internal control environment, which is monitored by the Risk

and Audit committee. The Risk and Audit committee decided not to create an internal audit role, since the scope of

the business does not justify a full-time role.

The role of the Risk and Audit committee is to assist the Board of directors in fulfilling its monitoring responsibilities,

as stipulated in the Company’s Corporate Governance Charter and the Business Code of Conduct. These

responsibilities include the financial reporting process, internal control and risk management systems (including the

Company’s process for monitoring compliance with laws and regulations) and the external audit process.

Dealing code

With a view to preventing market abuse (insider dealing and market manipulation), the Board of directors has

established a dealing code. The dealing code describes the declaration and conduct obligations of Directors,

executives and workers of the Group with respect to transactions in shares and other financial instruments of the

Company. The dealing code sets limits on carrying out transactions in shares and other financial instruments of the

Company and allows dealing by the above-mentioned persons only during certain windows.

1.4.10. Statutory auditor

BDO Réviseurs d’Entreprises SCRL, with registered office at Rue de Waucomont 51, , 4651 Herve, Belgium, member

of the Institut des Réviseurs d’Entreprises/Instituut der Bedrijfsrevisoren, represented by Cédric Antonelli, auditor,

has been renewed as Statutory Auditor of the Company on 20 May 2021 for a term of three (3) years ending

immediately after the Shareholders Meeting to be held in 2024 which will deliberate and resolve on the financial

statements for the financial year ended on 31 December 2023. BDO Réviseurs d’Entreprises SCRL is a member of

the Belgian Institute of Certified Auditors (“Institut des Réviseurs d’Entreprises”) (membership number B00023).

The Statutory Auditor as the auditor responsible for the audit of the consolidated financial statements, confirms

annually in writing to the Risk and Audit committee his or her independence from the Company, discloses annually

to the Risk and Audit committee any additional services provided to the Company, and discusses with the Risk and

Audit committee the threats to his or her independence and the safeguards applied to mitigate those threats as

documented by him or her.

During the past fiscal year, in addition to its usual activity, the Statutory Auditor performed additional activities on

behalf of the Company mainly for the issuance of special reports, for participation to meeting of the Risk and Audit

committee and for participation to special projects.

In 2021, the Company spent EUR 211,344 for fees related to the activities of the auditor, split as follows:

In Euro (€)

Auditor’s fees for statutory and consolidated financial statements

158,000

Fees for exceptional services or special missions (audit related)

31,522

Tax consultancy (audit related)

Fees for exceptional services or special missions (external to audit)

Tax consultancy (external to audit)

21,822

Total

211,344

1.4.11. Information that has an impact in case of public takeover bids

No takeover bid has been instigated by third parties in respect of the Company’s equity during the current financial

year.

The Company provides the following information in accordance with Article 34 of the Belgian Royal Decree dated

14 November 2007:

Share capital and shares

The share capital of the Company amounts to EUR 32,249,706.40 and is fully paid-up. It is represented by 44,051,259

ordinary shares, each representing a fractional value of (rounded) EUR 0.7321 and representing one 44,051,259th of

the share capital. The Company's shares do not have a nominal value

Restrictions, either legal or prescribed by the articles of association, on the transfer of shares

Other than the applicable Belgian legislation on the disclosure of significant shareholdings and the Company's

articles of association, there are no restrictions on the transfer of shares.

Special control rights

There are no holders of any shares with special control rights.

Possible control mechanism provided for in a shareholding system of the personnel, when

control rights are not exercised directly by the personnel

There are no share option plans for the personnel other than the share option plans disclosed elsewhere in this

report. These share option plans contain provisions on accelerated vesting in case of change of control.

Restrictions, either legal or prescribed by the articles of association, on voting rights

Each shareholder of the Company is entitled to one vote per share. Voting rights may be suspended as provided in

the Company's articles of association and the applicable laws and articles.

Agreements between shareholders that may result in restrictions the transfer of securities

and/or the exercise of voting rights

There are no agreements between shareholders which are known by the Company that may result in restrictions on

the transfer of securities and/or the exercise of voting rights.

Rules governing the appointment and replacement of Board members and the amendment of

the issuer’s articles of association

The rules governing appointment and replacement of Board members and amendment to articles of association are

set out in the current versions of the Company's articles of association and the Company's Corporate Governance

Charter.

Powers of the Board of directors

The powers of the Board of directors, more specifically with regard to the power to issue or redeem shares are set

out in the Company's articles of association. The Board of directors was not granted the authorization to purchase

its own shares "to avoid imminent and serious danger to the Company" (i.e., to defend against public takeover bids). The

Board of directors is however authorised to dispose of listed shares or certificates, in accordance with article 7:218

of the Belgian Companies and Associations Code (this authorisation extends to disposals made by its direct

subsidiaries, as defined in article 3:22 of the Belgian Companies and Associations Code).

This is the share capital of the Company as of December 31, 2021. Post period, on 14

February 2022, the share capital of the

Company amounts EUR 32,573,434.43 and is fully paid-up. It is represented by 44,493,450 ordinary shares, each representing a

fractional value of (rounded) EUR 0.7320 and representing one 44,493,450th of the share capital. On 21th March, the share capital

of the Company amounts is EUR 32,849,581.09 and is fully paid-up. It is represented by 44,870,648 ordinary shares, each

representing a fractional value of (rounded) EUR 0.7320 and representing one 44,870,648

of the share capital.

Change of control clauses

At the date of this report, the Company is a party to the following significant agreements which, upon a change of

control of the Company or following a takeover bid can enter into force or, subject to certain conditions, can be, as

the case may be, amended, terminated by the other parties thereto or give the other parties thereto (or beneficial

holders with respect to bonds) a right to an accelerated repayment of outstanding debt obligations of the Company

under such agreements:

• The asset purchase agreement dated July 28th, 2018 by means of which the Company sold its generic

division to Ceres Pharma NV. The terms of this agreement provide a change of control clause under which,

in the event of Change of Control on the level of Mithra Pharma, all of the earn-outs which are not yet due by

CERES PHARMA at that moment shall be reduced with 50%.

• The agreement of 30

September 2019 between the Company and the former shareholders of Uteron

Pharma concerning the Company’s remaining payment obligations in connection with the earn-outs

agreement. Under the terms of this agreement, any outstanding earn-out amount shall become immediately

and fully payable early in case of Change of Control within the meaning of the aforementioned provision

within the Company.

• A put option agreement entered into on 23 April 2020 by the Company, LDA Capital Limited, LDA Capital,

LLC, and three existing shareholders of the Company (i.e., François Fornieri, Alychlo NV and Noshaq SA) (the

"Put Option Agreement") provides (amongst other things) that it may be terminated forthwith during the

commitment period (as defined in the Put Option Agreement) by LDA Capital Limited by giving written notice

of such termination to the Company if there has been a material change in ownership (which has been

defined as any sale or disposal of shares of the Company or other transaction or event which results in the

officers and Directors of the Company on the date of the Put Option Agreement owning, directly or indirectly,

less than five % the Company's shares in issue from time to time); and

• On 17 December 2020, the Company issued 4.250 per cent. convertible bonds for a total principal amount

of EUR 125,000,000 million due on 17 December 2025. Conditions 5(b)(x) and 6(d) of the terms and

conditions of the convertible bonds provide that, if a change of control over the Company occurs, the

conversion price of the convertible bonds will be adjusted in proportion to the already elapsed time since the

closing date (i.e. 17 December 2020) and the bondholders may request the early redemption of their

convertible bonds at their principal amount, together with the accrued and unpaid interests.

• Furthermore, as aforementioned, the share option plans of the 2015 Share Options, 2018 Share Options, the

LDA warrant plan, the Share Lending Warrants and 2020 Share options issued by the Company also contain

take-over protection provisions pursuant to which, in the event of a liquidity event resulting from a public bid

or otherwise, that modifies the (direct or indirect) control (as defined under Belgian law) exercised over the

Company, the share options holders shall have the right to exercise their share options, irrespective of

exercise periods/limitations provided by the plan.

• The Master Confirmation Agreement dated 4th February 2022 between the Company and Goldman Sachs

International provides that should a change of control occur, an adjustment on the economics of the

contract shall occur. This Adjustment shall be determined by the Calculation Agent based on the 2006 ISDA

Definitions and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions rules in each

case as published by the International Swaps and Derivatives Association, Inc, using customary

mechanisms. Should the Adjustment be rejected by the Company following a change of control, it may in

some circumstances cause a termination of the Master Confirmation Agreement.

Agreements between the Company and the members of its Board or its personnel

At the date of this report, there is no agreement between the Company and the members of its Board or its personnel,

which provide for indemnities if the Board members resign or have to cease their functions without a valid reason or

if the employment of the members of the personnel is terminated due to a public takeover bid.

As mentioned and described in the remuneration report, post period, on 23th November 2021, the Board of directors

approved a bonus plan. Insofar as needed and applicable (considering its limited financial importance for the

company), this bonus plan provides, among other things, that, in case of a transaction leading inter alia to a change

of control over the Company and/or its affiliates, members of the management team and certain other managers

shall be entitled to a bonus of an aggregate amount of 0.75% of the aggregate purchase price of the shares sold in

the transaction.

1.4.12. Remuneration report

As prescribed by provision 3:6, §3 of the CCA, please find below the remuneration report pursuant to financial year

2021 prepared by the Nomination and Remuneration Committee. It will be submitted to the General Meeting of

Shareholders.

The Remuneration and Nomination Committee confirms that, for the duration of the financial year 2021, the

members of the Board of directors and the executive Committee, were subject to a remuneration policy compliant

with the Corporate Governance Charter which has been amended in April 2020 to reflect the new provisions of the

CCA as well as the Code of Corporate Governance 2020 (CBGE 2020). The Board of directors upon recommendation

of the Nomination and Remuneration Committee prepared a remuneration policy in accordance with provision 7:89

of the CCA which has been approved by the General Meeting of 22 May 2021’s.

The Directors as well as the members of the Executive Management Team are paid by Mithra Pharmaceuticals SA,

parent company of the Mithra Group even though, members can perform tasks for the subsidiaries of the Group.

Directors

Procedure applied in 2021 in order to comply with the remuneration policy and to determine the

individual remuneration

In 2021 still, the Nomination and Remuneration Committee recommended the level of remuneration for Directors,

including the Chairman of the Board, which is subject to approval by the Board of directors and, subsequently, by the

Annual Shareholders Meeting.

The Nomination and Remuneration Committee benchmarked the Directors’ compensation against peer companies.

The level of remuneration should be sufficient to attract, retain and motivate Directors who match the profile

determined by the Board.

Apart from their remuneration, all Directors will be entitled to a reimbursement of out-of-pocket expenses actually

incurred as a result of their participation in meetings of the Board of directors.

The level of remuneration of the Directors was determined at the occasion of the Company’s Initial Public Offering

on 8 June 2015 and explained in the Prospectus issued by the Company in that context. The Company’s policy with

respect to the remuneration of its Directors has been further detailed in its 2020 Corporate Governance Charter.

Those principles have been used by the Board of directors, upon recommendation of the Nomination and

Remuneration Committee, to draft a remuneration policy proposal which has been submitted to the General Meeting

on 20th May 2021. The remuneration of the Directors has been disclosed to the Company’s shareholders in

accordance with the applicable laws and regulations.

The Directors’ mandate may be terminated ad nutum (at any time) without any form of compensation. There are no

employment or service agreements that provide for notice periods or indemnities between the Company and the

members of the Board of directors, who are not members of the Executive Management Team. This information has

been further detailed in the draft remuneration policy which has been submitted for approval to the last General

Meeting (which can be found on Mithra’s website (www.mithra.com).

Remuneration policy applied during 2021

The remuneration package for the Non-Executive Directors (whether or not independent) approved by the

Shareholders Meeting of 8 June 2015 is made up of a fixed annual fee of EUR 20,000. The fee is supplemented with

a fixed annual fee of EUR 5,000 for membership of each committee of the Board of directors, and an additional fixed

annual fee of EUR 20,000 for the Chairman of the Board. Changes to these fees will be submitted to the Shareholders

Meeting for approval.

There is no performance-related remuneration for Non-Executive Directors. Therefore, the percentage for those non-

executive Directors is 100% of fix remuneration.

Apart from the above remuneration for Non-Executive Directors (whether or not independent), all Directors will be

entitled to a reimbursement of out-of-pocket expenses incurred as a result of participation in meetings of the Board

of directors.

The total amount of the remuneration and the benefits paid in 2021 to the Non-Executive Directors (in such capacity)

was EUR 194,170 (gross, excluding VAT), split as follows:

Name

Nature

Remunerations

As member of a

committee

As chairman

of the board

YIMA SRL

Non-exec

NOSHAQ SA

Non-exec

20,000

5,000

Ahok BVBA

Independent

8,333

2,083

Alius Modi SRL

Non-exec

11,667

2,500

A. Tounsi

Non-exec

11,667

2,500

P. van Dijck

Independent

20,000

5,000

10,000

A. Cloet

Independent

11,667

L. Weynants

Independent

11,667

Selva Luxembourg SA

Non-exec

8,333

2,083

Sunathim BV

Independent

20,000

5,000

11,667

TicaConsult BV

Independent

20,000

5,000

1. Mrs. Patricia Van Dijck was appointed as ad interim chairman of the Board on the 25

November 2020 until June 2021. Sunathim BV

(permanent representative: Mr. Ajit Shetty) succeeded her as of 20

May 2021.

2. These two mandates were not renewed at the ordinary General Meeting of May 20, 2021. Selva Luxembourg SA (permanent representative

Mr. Christian Moretti) and Ahok BVBA (permanent representative Mr. Koen Hoffman) participate now in all Board meetings as observers.

3. The Remuneration attended by each Director should take into account the nomination of new Directors during the financial year.

The table below provides an overview of the shares and warrants held by the current members of the Board on the

31st of December 2021.

Share / Warrantholder

Warrants*

Shares and

Warrants

YIMA SRL (permanent

representative: Mr François

Fornieri) (CEO)

0.00

952,790

47,15%

952,790

2.06

Mr François Fornieri

(permanent representative of

YIMA SRL)

10,984,330

24.93

150,000

7,42

11,134,330

24,17

AHOK BVBA (permanent

representative : Mr Koen

Hoffman)

0.00

Koen Hoffman (permanent

representative of Ahok BVBA)

(together with Ahok BVBA)

0.00

NOSHAQ SA (permanent

representative: Gaëtan Servais)

4,965,848

11.27

75,000

3,71

5,040,848

10.94

Gaëtan Servais (permanent

representative of NOSHAQ SA)

0.00

Eva Consulting SRL

(permanent representative :

Jean-Michel Foidart)

0.00

52,695

2,6

52,695

0.11

Mr Jean-Michel Foidart

(permanent representative of

Eva Consulting SRL) (together

with Eva Consulting SRL)

20,370

0.04

0.00

20,370

0.00

Mrs Patricia Van Dijck

0.00

On the 31

of December 2021

Selva Luxembourg SA

(permanent representative M.

Christian Moretti)

689,655

0,01

0.00

689,655

1.49

Christian Moretti (permanent

representative of de Selva

Luxembourg SA)

0.00

Sunathim BV (permanent

representative Ajit Shetty)

0.00

Mr Ajit Shetty (permanent

representative of Sunathim BV)

780

0.00

TicaConsult BV (permanent

representative Mr Erik Van Den

Eynden)

0.00

Mr Erik Van Den Eynden

(permanent representative of

TicaConsult BV)

0.00

Alius Modi SRL (permanent

representative Valérie

Gordenne )

0.00

Valérie Gordenne (permanent

representative of Alius Modi

BV)

37,500

0.08

0.00

37,500

0.08

Mrs Amel Tounsi

0.00

Mrs An Cloet

0.00

Mrs Liesbeth Weynants

0.00

Subtotal

16,698,483

36.33

1,230,485

60.88

17,928,968

38.91**

* corresponds to the amount of shares following warrant conversion.

**the figures in this table are based on unilateral statements made by the Directors.

During the fiscal year 2021, the Executive-Director perceived its remuneration as a fix amount and there was no

remuneration by means of warrants. No variable remuneration were paid.

Executive Management team

Procedure applied in 2021 in order to comply with the remuneration policy and to determine the

individual remuneration

The remuneration of the members of the Executive Management Team is determined by the Board of directors upon

recommendation of the Nomination and Remuneration Committee and subsequent to the CEO’s recommendation

to this Committee (except for his own remuneration). The Company strives to be competitive in the European market.

Remuneration policy applied during 2021

The level and structure of the remuneration of the members of the Executive Management Team is such that

qualified and expert professionals can be recruited, retained and motivated taking into account the nature and scope

of their individual responsibilities.

The remuneration of the members of the Executive Management Team currently consists of the following elements:

• Each member of the Executive Management Team is entitled to a basic fixed remuneration designed to fit

responsibilities, relevant experience and competences, in line with market rates for equivalent positions;

• Each member of the Executive Management Team currently participates in, and/or in the future may be

offered the possibility to participate in a stock based incentive scheme or stock option in accordance with

the recommendations set by the Nomination and Remuneration Committee, upon the recommendation by

the CEO to such committee (except in respect of his own remuneration) and after (in respect of future stock

based incentive schemes) prior shareholder approval of the scheme itself by way of a resolution at the

Annual Shareholders Meeting;

• Each member of the Executive Management Team is entitled to a number of fringe benefits (to the

exception, however, of those managers engaged on the basis of service agreements), which may include

participating in a defined contribution pension or retirement scheme, disability insurance and life insurance,

a company car, and/or a lump-sum expense allowance according to general Company policy.

The Company’s policy with respect to the remuneration of its Executive Management team has been further detailed

in its 2020 Corporate Governance Charter. Those principles have been used by the Board of directors, upon

recommendation of the Nomination and Remuneration Committee, to draft a remuneration policy that was approved

by the General Meeting of 20th May 2021.

In addition to the 2015 Warrant Plan, in order to include new members of the Executive Management team, a short-

and long-term performance-based remuneration and incentive scheme has been elaborated within the Nomination

and Remuneration Committee, validated by the Board of directors and formally approved by the Extraordinary

General Meeting of shareholders on 5 November 2018 (Warrant Plan 20218). Such scheme is based on objectives

which are, in accordance with Article 520bis of the BCC (article 7:90 of the CCA), pre-determined by an explicit

decision of the Board of directors and were chosen so as to link rewards to corporate and individual performance,

thereby aligning on an annual basis the interests of all members of the Executive Management Team with the

interests of the Company and its shareholders and benchmarked with the practices in the sector.

Following the implementation of the BCCA, the Board of directors decided to issue a new warrant plan (Warrant Plan

2020) within the framework of the authorized capital for members of its personnel. The purpose of the Warrant Plan

2020 is to create a share option plan for the members of the personnel in accordance with the provisions of the

BCCA. The number of share options issued under this plan, 390,717 warrants is the same as the number of share

options which have not yet been granted under the Warrant Plan 2018 which was created in November 2018 in

accordance with the provisions of the (old) Belgian Companies Code. Therefore, the Board of directors also decided

to no longer grant an equal number of outstanding share options under the Warrant Plan 2018 that have not yet been

granted to the selected participants of the Warrant Plan 2018. This Warrant Plan 2020 has a longevity period of 10

years and is not subject to vesting conditions.

The amount of remunerations and benefits paid in 2021 to the CEO and the other members of the Executive

Management Team, (gross, excluding VAT) is shown in the table below:

Thousands of Euro (€)

Total

Of which CEO

Basic remuneration

2,937

440

Variable Remuneration

260

Group Insurance (pension, invalidity, life)

Other benefits (car, cell phone, hospitalization)

Total

3,259

440

Only the members of the Executive Management Team which performed their services through an employment

contract had a Group Insurance scheme which covered pension benefits throughout the year 2021. The Group

insurance amounted to 4% of this yearly gross remuneration (3% in charge of the Company and 1% in his own charge)

and was cashable when the employee would reach 65 years old. In case the employee would leave the Company, he

would keep the collected amounts and the Group insurance would cease to his profit.

The table below provides an overview of the shares and warrants held by the members of the Executive Management

Team, including the Executive Director on 31 December 2021 (i.e. the CEO). The share-based payment costs related

to warrants held by the members of the Executive Management Team represent EUR 154k, out of the total share-

based payment costs of EUR 1,064k included in the net loss for the period.

Shares / Warrants holder

Warrants

Shares and

Warrants

Van Rompay Management BV

(permanent representative:

Mr. Leon Van Rompay)

(CEO)

0.00

YIMA SRL

(permanent representative:

Mr. François Fornieri

0.00

952,790

47.15

952,790

2.06

Mr. François Fornieri (permanent

representative of YIMA SRL)

10,984,330

24.93

150,000

7.42

11,134,330

24.17

Mr. Christophe Maréchal

(representative of and together with

CMM&C SRL BVBA)

0.00

235,502

11.65

235,502

0.51

Mr. Jean-Michel Foidart

(representative of and together with

Eva Consulting SRL)

20,370

0.05

0.00

20,370

0.04

Mr. Benjamin Brands

(representative of and together with

BGL Consulting SRL)

0.00

67,695

3.35

67,695

0.15

Mr. Jean-Manuel Fontaine

(representative of and together with

Novafontis SA)

0.00

52,695

0.02

52,723

0.11

Mr. Graham Dixon

(representative of and together with

GD Lifescience SRL)

0.00

25,000

1.24

25,000

Mr. Cédric Darcis

0.00

52,695

0.03

52,695

0.11

Mr. Renaat Baes (representative of

and together with

MAREBA SRL)

0.00

35,000

0.01

35,000

0.07

Mrs. Maud Vanderthommen

0.00

15,000

0.00

15,000

0.03

Subtotal

11,004,728

24,98

1,586,377

70,87%

12,591,105

27.33%

Total

44,051,259

100.00%

2,020,900

100.00%

46,072,159

100.00%

1. On 3 February 2021, the Board of directors decided to appoint Van Rompay Management BV (represented by Mr. Leon Van Rompay) as

CEO ad Interim until further notice. On 15 October, the Board of directors has confirmed the appointment of Mr. Leon Van Rompay as Chief

Executive Officer of the company. For further information, please see the press releases published by the Company on 4 February 2021

and 15 October on its website (https://investors.mithra.com/en/press-releases/).

2. On 3 February 2021, the Board of directors accepted that Yima SRL (represented by Mr. François Fornieri) take a step back as CEO, until

further notice, for a maximum of 12 months. Consequently, for the time being, François Fornieri (through Yima SRL or in any other way)

does not exercise any executive function within the Mithra Group. On 15 October, YIMA SRL (represented by Mr. François Fornieri have

decided, in consultation with the Board of directors to remain on the sidelines of his executive functions, as long as its legal case related to

insider trading is pending. For further information, please see the press release published by the Company on 4 February 2021 and 15

October on its website (https://investors.mithra.com/en/press-releases/).

The Company has put in place five warrants plans since its incorporation, three of which are performance-related for

the Executive Management Team amongst others.

First, the Extraordinary Shareholders Meeting of the Company of 2 March 2015 approved, upon proposal of the Board

of directors, the issuance of warrants giving right to subscribe for 1,796,850 shares, which, on a fully-diluted basis,

represented 5.56% additional Shares at the time.

These warrants (1089) have been granted free of charge. All warrants have been accepted by the relevant

beneficiaries. Each warrant entitled its holder to subscribe for 1,650 Shares of the Company at a subscription price

of EUR 5,646.00 per 1,650 Shares (a part corresponding to the par value of the existing Shares on the day the

warrants are exercised will be allocated to the share capital). The balance will be booked as an issue premium.

These warrants can be exercised as from 1 January 2019 and have a term of 8 years as from the date of grant. Upon

expiration of the term, they become null and void.

As part of that plan, on 30

of January 2019, an increase of capital took place following the exercise of 15 warrants

pursuant the 2015 Warrant Plan ("2015 Warrant Plan") corresponding to a contribution of EUR 84,690. In accordance

with the 2015 Warrant Plan, the exercise period started on January 1, 2019. An amount of EUR 18,119.48 was

therefore contributed in cash to the share capital of Mithra and the balance of EUR 66,570.52 was allocated to the

Company's "share premium" account. This exercise of 15 warrants led to the issue of 24,750 shares (1 warrant being

equivalent to 1,650 shares) which on February 15

, 2019 were admitted to trading on the regulated market. As a

result, Mithra's share capital on January 30, 2019 amounted to EUR 27,573,880.18 corresponding to 37,664,245

ordinary shares.

A second increase took place on 24 April 2019, following the exercise of 15 warrants pursuant the 2015 Warrant Plan

("2015 Warrant Plan") corresponding to a contribution of EUR 84,690. An amount of EUR 18,119.40 was therefore

contributed in cash to the share capital of Mithra and the balance of EUR 66,570.52 was allocated to the Company's

"share premium" account. This exercise of 15 warrants resulted in the issue of 24,750 shares (1 warrant being

equivalent to 1,650 shares) which, on May 9, 2019, were admitted to listing on the regulated market. As a result,

Mithra's share capital at 24 April 2019 amounted to EUR 27,591,999.58 corresponding to 37,688,995 fully paid-up

ordinary shares. The shares have no par value but represent the same fraction of the Company's share capital, which

is denominated in euros. Each share entitles its holder to one voting right. The number of voting rights held by the

shareholders was 37,688,995 at 30 June 2019.

Finally, on 21 May 2021, the third capital increase took place following the exercise of 620 warrants from the 2015

Warrant Plan corresponding to a contribution of EUR 3.500.520. An amount of EUR 748,836 was therefore

contributed in cash to the share capital of the Company and the balance of EUR 2.751.684 was allocated to the

Company’s share premium account. This exercise of 620 warrants resulted in the issue of 1,023,000 shares (1

warrant being equivalent to 1,650 shares) which, on 14 May 2021 were admitted to listing on the regulated market.

As a result, Mithra's share capital at May 21 amounted to EUR 32,019,708;40 corresponding to 43,737,097 fully paid-

up ordinary shares. The shares have no par value but represent the same fraction of the Company's share capital,

which is denominated in euros. Each share entitles its holder to one voting right.

On 5 November 2018, Mithra’s Extraordinary General Meeting approved the issuance of a maximum of 1,881,974

warrants under the Warrant Plan 2018, for the benefit of key employees, members of the management team and

certain Directors. The warrants are expiring five years (maximum holding period) after the date of issuance. They are

generally not transferable and in principle, cannot be exercised prior to the date of the grant’s second anniversary

(i.e. as from 6 November 2020 subject to exercise conditions). The warrants are subject to vesting conditions which

have all been met in 2019. Each warrant gives the right to subscribe to one new Mithra share. Should the warrants

be exercised, Mithra will apply for the listing of the resulting new shares on Euronext Brussels. The warrants as such

will not be listed on any stock exchange market.

Out of the maximum of 1,881,974 warrants which have been issued, a number of 1,394,000have been offered and

accepted by beneficiaries until the period under review.

Following the implementation of the new BCCA, the Board of directors decided to issue a new warrant plan (Warrant

Plan 2020) within the framework of the authorized capital for members of its personnel. The purpose of the Warrant

Plan 2020 is to create a share option plan for the members of the personnel in accordance with the provisions of the

BCCA. The number of share options issued under this plan, 390,717 warrants, is the same as the number of share

options which have not yet been granted under the Warrant Plan 2018 which was created in November 2018 in

accordance with the provisions of the (old) Belgian Companies Code of 7 May 1999. Therefore, the Board of directors

also decided to no longer grant an equal number of outstanding share options under the Warrant Plan 2018 that

have not yet been granted to the selected participants of the Warrant Plan 2018. The Warrant Plan 2020 has a

longevity period of 10 years and is not subject to vesting conditions.

Additionally, a number of 1,394,900 of new warrants (representing 1,394,900 new shares) shall in principle be

exercisable, as from 6 November 2020 subject to exercise conditions pursuant to the Warrant Plan 2018. The

amount of 390,717 warrants issued as per the Warrant Plan 2020, representing 390,717 new shares are immediately

exercisable upon grant. Up to date an amount of 316,000 warrants has been granted per this 2020 Warrant Plan.

In 2021, ten (10) members of the Executive Management Team (including CEO) perform their functions based on a

service agreement, whereas four (4) members of the Executive Management Team are engaged based on an

employment agreement. Both sorts of contracts can be terminated at any time, subject to certain pre-agreed notice

periods, which may, at the discretion of the Company, be replaced by a corresponding compensatory payment.

The service agreement with the CEO, Van Rompay Management BV, sets out a notice period (or notice indemnity in

lieu of notice period) of 1 month.

The members of the Executive Management Team perceive part of their remuneration as a fix amount and part of

their remuneration in the form of warrants.

The grant of warrants to members of the Executive Management Team has been duly justified in all the issued

warrant plan and is performance related driven in order to keep the Executive Management Team interested in the

long-term performance of the Company. The purpose is to attract high qualified profiles to help the Company achieve

its goals.

Remuneration evolution

In the last five years, the performance of the Company scaled up as the Company progressively signed license and

supply agreements as the clinical studies for its product portfolio were moving forward. Notably the Company has

performed significantly well in 2018 and 2019 signing several landmark deals and cashing in important milestones

payments.

In 2021, the Company did not sign any significant deals reducing its EBIT.

Upon recommendation of the Nomination and Remuneration Committee, on 23th November 2021, the Board of

directors approved a bonus plan, which aims at motivating and retaining management. Among other things, this

bonus plan provides that:

a) in case of a transaction leading inter alia to a change of control over the Company and/or its affiliates,

members of the executive management team and certain other managers shall be entitled to a bonus of an

aggregate amount of 0.75% of the aggregate purchase price of the shares sold in the transaction; or

b) should such transaction as mentioned in a) above have not yet occurred, in case the Company’s market

capitalization exceeds EUR 1,5 billion for a period of 30 consecutive trading days, members of the executive

management team shall be entitled to a bonus of 2% of the average amount by which the market capitalization

exceeds EUR 1,5 billion during the relevant period. The bonus mentioned in b) above shall only become payable once.

Remuneration of Executive Committee, Employees and Company Performance over 5 years.

The below table is a summary of the evolution of total remuneration of the CEO, Executive Committee, the average

employee cost compared to company performance over the last five years.

Thousands of Euro (€)

2017

2018

2019

2020

2021

Remuneration of CEO

795

1,225

1,009

919

440

Change year on year

54%

-18%

-9%

-52%

Remuneration of the Executive Management Team

2,529

2,353

2,537

2,538

3,259

Change year on year

-7%

28%

Company performance

R&D expenses

48,185

35,713

57,073

78,458

85,243

Change year on year

-26%

60%

37%

Cash and cash equivalents at end of period

36,190

118,949

49,720

138,675

32,872

Change year on year

229%

-58%

179%

-76%

Average share price

9.80

25.70

26.40

20.40

21.32

Change year on year

162%

-23%

FTE during the year

118

160

206

238

Change year on year

27%

36%

29%

16%

Average cost of employees on FTE basis

Average cost per FTE

70.67

67.49

69.20

67.91

75.32

Change year on year

-4%

-2%

11%

The number of management members has evolved over time. While the executive management team included 10 members in 2020, it includes

14 members in 2021.

For further explanations with respect to the personnel benefit on a consolidated basis, please refer to section 9.21.

Total Remuneration of CEO versus Lowest Remunerated Employee

The below table shows a comparison of the 2021 remuneration of our CEO (in €), to the 2021 remuneration of the

lowest paid fulltime Company employee (in €). The remuneration includes fixed and variable remuneration as well as

employee benefits, excluding employer social security charge.

2021

Ratio of total remuneration of CEO versus lowest remunerated

employee

1:16

During fiscal year 2021, the lowest remuneration of the Company’s employee amounted to a yearly gross amount of

EUR 27,396 whereas the highest remuneration granted at management level goes to the CEO, with a yearly gross

amount of EUR 439,717.

Claw-back provisions

There are no provisions allowing the Company to reclaim any variable remuneration paid to Executive Management

based on incorrect financial information. This point is currently under revision with the draft remuneration policy

proposal which is subject to the General Meeting’s approval.

Miscellaneous

In general, the company has no intention to compensate in a subjective or discretionary manner.

Transactions within the authorized capital

By virtue of the resolution of the ordinary and extraordinary general shareholders' meeting of the Company held on

May 2021, as published by excerpt in the Annexes to the Belgian Official Gazette of 27 May 2021 under number

0332497, the Board of directors of the Company has been granted certain powers to increase the Company's share

capital in the framework of the authorised capital. The powers under the authorised capital have been set out in

Article 7 of the Company's Articles of Association.

In the framework of this authorisation granted by the ordinary and extraordinary general shareholders' meeting, the

Board of directors has been authorised to increase, in one or more transactions, the share capital of the Company

within the limits provided by law, in particular by issuing convertible bonds and subscription rights, with a maximum

amount of EUR 32,019,708. 40 (excluding issue premium, as the case may be). The Board of directors is specifically

authorised to use this authorisation for the following transactions:

• Share capital increases or issuances of convertible bonds or subscription rights with disapplication or

limitation of preferential subscription rights of the shareholders.

• Share capital increases or issuances of convertible bonds or subscription rights with disapplication or

limitation of preferential subscription rights of shareholders to the benefit of one or more specific persons,

other than members of the personnel of the Company and its subsidiaries.

• Share capital increases effected by incorporation of reserves.

The capital increases that can be effected according to the aforementioned authorisation may take any form

whatsoever, in particular contributions in cash or in kind, with or without issue premium, and also by incorporation

of reserves and/or issue premiums and/or profits carried forward, to the extent permitted by law.

The aforementioned authorisation is valid for a period of five (5) years as of the date of the publication of the relevant

resolution of the extraordinary general shareholders' meeting in the Annexes to the Belgian Official Gazette, i.e.,

starting on 27 May2021 and until27 May 2024.

So far, the Board of directors has used its powers under the (renewed) authorised capital only once post period, on

the 4 February 2022 in relation to the potential issuance of new shares to the benefit of Goldman Sachs International

for an aggregate amount of EUR 100,000,000 (including issue premium) pursuant to the Equity Financing Agreement

executed on the same date. The first drawing request, exercised on 4 February 2022, amounts to EUR 10 million.

The second drawing request, exercised on 21 March 2022, amounts to EUR 5 million.

During the period under review, the Company used the previous authorization with respect to the use of the

authorized capital granted to the Board of directors on the extraordinary general meeting dated 29 November 2019

as published in the Annexes to the Belgian Official Gazette on the 30 December 2019 under the number 19168869

for the following:

- On 2 July 2021, the Company launched a second Put Option Notice pursuant to the Put Option Agreement

entered into with LDA Capital Ltd which materialized in a capital increase resulting in the issuance on the

10 November 2021 of 314,162 new shares to the benefit of LDA Capital for an aggregate amount of EUR

229,998 (excluding issue premium);

On 20 December 2021, the Company launched a third Put Option Notice pursuant to the Put Option Agreement

entered into with LDA Capital which materialized in a capital increase resulting in the issuance on the 14 February

2022 (post period) of 442,191 new shares to the benefit of LDA Capital for an aggregate amount of EUR 323,728.03

(excluding issue premium).

Acquisition of own securities

Neither Mithra Pharmaceuticals SA nor any direct affiliate or any nominee acting in his own name but on behalf of

the Company or of any direct affiliate, have acquired any of the Company’s shares. Mithra Pharmaceuticals SA has

not issued profit-sharing certificates or any other certificates.

Use of financial instruments by the Group as per art. 3:6 CCA

The Group uses derivative financial instruments to manage its exposure to foreign exchange risk arising from

operating activities (cash flow hedge). Mithra's risk management objective is to hedge the US Dollars (USD) foreign

currency exposure arising from the Estelle

license and supply agreement in USD between Mithra and Mayne

Pharma LLC. Mithra has a transactional USD exposure of 217 million USD in 2021 arising from the regulatory and

sales related license milestones under the Mayne Pharma agreement. This exposure is hedged by forward exchange

contracts maturing in the period 2020-2025 and entered into by Mithra Pharmaceuticals SA and Estetra SRL.

The Group uses debt instruments. In December 2020, the Group negotiated a EUR 125 million senior unsecured

convertible bonds due 17 December 2025. The Bonds will be convertible into ordinary shares of the company. The

Bonds were issued at 100% of their principal amount and bear a coupon of 4.250% per annum, payable semi-annualy

in arrear in equal instalments on 17 December and 17 June of each year, beginning on 17 June 2021.

Circumstances that could considerably affect the development of

the Group

The Group has a business structure; built on:

(i) a development portfolio which includes the development of Estetrol-based product candidates

in the menopause indications as well as other potential indications such as wound healing, NHIE,

and of Complex Therapeutics;

(ii) the CDMO development and manufacturing facility, which will manufacture an important part of

its innovative products, but also provides services for customer in terms of development and

manufacturing of third parties’ products), and

(iii) a commercialized portfolio of our former Estetrol-based product candidate Estelle

in the field of

oral contraception in several regions (Canada, US, Europe, United-Kingdom, Iceland, Norway,

Australia and Russia), branded generics, OTC products in several regions.

(iv) a diversification of the R&D pipeline through rights’ acquisition option relating to a development

programs led by the Belgian company BCI Pharma on innovative kinase inhibitors notably

indicated for the treatment of female cancers and endometriosis.

Therefore, the risk factors related to each of these pillars are presented separately (as each has a different set of

risks associated with it). As Mithra has transitioned towards a commercial biopharma company in 2021, most focus

is on the development portfolio and products’ commercial launch.

The Group’s exposure to price risk, credit risk, liquidity risk and cash flow risk are detailed in note 9.3 (Financial Risk

Management).

(i) Except Estelle

, no Estetrol-based product candidates have been formally registered nor commercialised and the

lead product candidate Estelle

is currently approved in Canada, the US, in Europe, United-Kingdom, Iceland,

Norway, Australia and Russia. Some of these events took place following the analysed period. Therefore, the

successful development of the Group’s Estetrol-based other product candidates remains uncertain. Estetrol-

based product candidates must undergo pre-clinical and clinical testing supporting the clinical development

thereof, the results of which, are uncertain and could substantially delay, which in turn could substantially

increase costs, or prevent the Estetrol-based product candidates from reaching the market.

Except Estelle

in the abovementioned countries, the Group’s other Estetrol-based product candidates have not been

approved nor commercialised.

In parallel, the agencies could require a number of additional studies to be conducted other than the pivotal studies

which are not expected to have a significant impact on any (potential) marketing authorisation approval, although

these will play a role in determining the labelling and leaflet restrictions the product candidate would have upon

approval (if any). Donesta

is currently in Phase III of clinical trial for use in menopausal hormone therapy. The data

currently available would seem to suggest that Estetrol decreases hot flushes in a dose-dependent manner. However

larger populations will be necessary to optimally see a difference in the results between the different Estetrol doses

tested and the placebo group as well as to confirm the minimum effective dose of E4 and longer treatment periods

as recommended by regulatory guidance (12 months) will complete the safety assessment of the product in post-

menopausal population .

Despite the recent positive opinion/approval on Estelle

in the abovementioned regions, all Estetrol-based product

candidates will be subject to extensive (pre-)clinical trials supporting the clinical development thereof to demonstrate

safety and efficacy in humans (which will take several years) before they can apply for the necessary regulatory

approval to enter the market and potentially obtain marketing authorisation with the relevant regulatory authorities.

The Group does not know whether future clinical trials will begin on time, will need to be redesigned or will be

completed on schedule. For Estelle

the activities announced during the current reporting period were completed

with the filing activities and the obtention of the first market authorizations in significant countries. As for Donesta

and the ongoing Phase 3 clinical trials, providing precise timing estimates for the development and registration (if

any) of Donesta

beyond the Phases of clinical development is thus difficult to predict.

At any stage of development, the triggering of certain contingent payments and “royalty payments”, may be

discontinued based on review of available pre-clinical and clinical data, the estimated costs of continued

development, market considerations and other factors such as the development of Estetrol-based product

candidates.

Any further delays in completing clinical trials or negative results will delay the Group’s ability to generate revenues

from product sales of Estetrol-based product candidates, if any. This could have a material adverse effect on the

Group’s business, prospects, financial condition and results of operation.

(ii) The Group is, for its future development and pipeline, currently heavily focused on, and investing in, the

development of its Estetrol-based product candidates. Its ability to realise substantial product revenues and,

eventually, profitability in line with the investments envisaged will mostly depend on its ability to successfully

develop, register and commercialise Estetrol-based product candidates.

The Group’s E4 pipeline currently comprises Estelle

, an original innovative product already approved in significant parts

of the globe and one other product candidates which would, upon their marketing authorisation, be joining the list of

original innovative products. The Group is dedicating the majority of its available cash resources to the development

of this innovative Estetrol-based product candidates. If the Group would be unsuccessful in developing,

commercialising and/or partnering this innovative original product, this would materially impact the revenue and

profitability potential of the Group. In that case, the nature of the Group’s pipeline would comprise the commercialisation

of the Estelle

, capable of generating a future return investment, but also of the development (either directly or indirectly)

of Complex Therapeutics and Injectables, both of the later present market opportunities of a level which is

significantly lower than the opportunity offered by the development of innovative original products. Both activities

have a profile which is more limited in terms of funding needs and growth potential compared to the development of

innovative product candidates.

(iii) In order to successfully develop, register and commercialise its Estetrol-based product candidates, the Group will

need to successfully pursue the continuous and successful transition from an initial focus on development and

commercialisation of generic products to a dedicated to in the development and commercialisation of innovative

and original product candidates.

The Group has, to date, received series of market authorisations for Estelle

and the product is being commercialized

progressively around the worldin significant parts of the globe (see above) for Estelle

but is only starting its

commercialisation. It still needs to pursue the development of its other E4-based products such as its development

programs in Menopause, Wound Healing, Neonatal Encephalopathy Donesta

. Such development, registration and

commercialisation present significant new challenges.

In preparation, the Group has expanded and continues to expand its organisation and has attracted and continues

to attract a number of experienced collaborators in this new field of development. However, the Group may not be

able to successfully integrate their experience and know-how, and to continue to further successfully expand its

organisation and successfully conclude every development step. A failure to successfully do so could cause delays in

the clinical development and/or the regulatory approval process, which could ultimately delay or even prevent the

commercialisation of the Group’s innovative product candidates. This could have a material adverse effect on the

Group’s business, prospects, financial condition and operations.

(iv) Complex therapeutics Zoreline

currently under development by the Group has not yet received any regulatory

approval. Myring

received regulatory approval for Europe and Canada but is still waiting for it in the US. Complex

Therapeutics must undergo bioequivalence or pharmacodynamics or any other studies, which could be subject

to delays, which in turn could substantially increase costs, or prevent these generic products from reaching the

market on time.

All complex therapeutics will be subject to bioequivalence or pharmacodynamics or other studies (as deemed fit by

the relevant regulatory agencies), to demonstrate that the generic product is bioequivalent to the previously approved

drug, before they can receive the necessary regulatory approval to enter the market. In 2016, Myring

was the first

complex therapeutic solution produced by Mithra to demonstrate bioequivalence; for the other products (including

Zoreline

), this is not yet the case. Any delays in completing studies, will delay the Group’s ability to generate

revenues from product sales of complex therapeutical solutions products if any. In case the Group would come late

in the market, dependent on the market as of the point when three to five generics have been approved, it will suffer

from significantly reduced market share, revenues and cashflows for the relevant generic product.

(v) The strategy chosen by the Group to diversify its R&D portfolio by triggering an option to purchase relating to a

development program led by the Belgian company BCI Pharma on innovative kinase inhibitors notably indicated

for the treatment of female cancers and endometriosis could not deliver on the Group’s expectations.

This project diversifies the portfolio in terms of chemistry and indication. It also provides the opportunity to obtain

composition of matter IP on the compounds themselves. The project might not deliver in the cancer or

endometriosis indications. However other opportunities to valorize the program exist in therapeutic indications

outside of womens health eg pain, inflammatory disease, neurodegenerative disorders. In addition, two distinct

chemical series are being proposed to reduce the risk in only one series.

(vi) The Group’s products may not obtain regulatory approval when expected, if at all, and even after obtaining

approval, the drugs will be subject to ongoing regulation.

Upon completion of the relevant studies, the Group’s products must obtain marketing approval from the European

Medicines Agency (EMA), the US Food and Drug Administration (FDA) or competent regulatory authorities in other

jurisdictions before the products can be commercialised in a given market, and each such approval will need to be

periodically renewed. Each regulatory agency may impose its own requirements and may refuse to grant or may

require additional data before granting marketing approval even if marketing approval has been granted by other

agencies. Changes in regulatory approval policies or enactment of additional regulatory approval requirements may

delay or prevent the products from obtaining or renewing marketing approval. Also, post-approval manufacturing

and marketing of the Group‘s products may show different safety and efficacy profiles to those demonstrated in the

data on which approval to test or market said products was based. Such circumstances could lead to the withdrawal

or suspension of approval. All of this could have a material adverse effect on the Group’s business, prospects,

financial condition and results of operation.

(vii) The Group, being only commercially present in selected regions, will need to rely on additional commercial

partners for the distribution of its products in other regions.

The Group’s product candidates are being developed, like Estelle

in significant parts of the globe (see above), with

the intention to be commercialized throughout the world. The Company has no commercial organisation in place to

launch its product candidates in these markets on its own.

Until now the Group has never marketed a product outside of the Benelux and has therefore limited experience in the

fields of sales, marketing and distribution in other markets. The Group does currently not intend to deploy itself a

sales and distribution organisation elsewhere in the world and will rely for the distribution of its products on license

and supply deals with commercial partners.

The Company has not contracted with any new major partners with respect to its product portfolio. Some partners

have been identified and some are still to be, but there can be no assurance that the Group will ever find an agreement

with them and even identify such un-identified partners. Therefore, its products might not be commercialised in all

the markets the Group currently intends to commercialise its products. The Group’s dependence on partners for the

commercialisation of its products in certain regions results in a number of risks (including, but not limited to, less

control over the partner’s use of resources, timing, success, marketing of competing products by the partner, impact

of future business combinations, ability to address COVID turmoil).

The Company has entered into several partnerships involving its CDMO’s expertise namely in the injectables’

industry, the latest of which concerning a manufacturing collaboration for innovative COVID-19 treatment.

The Company has entered into partnerships regarding sourcing of raw materials including essential active

pharmaceutical ingredients such as E4.Therefore the possibility for the Company to meet its production’s

commitments towards their counterparts depends on its sourcing arrangements and its partners compliance with

their own obligations, commitments which may have been impacted by COVID or any other drawbacks that the

Company’s partners may have faced during these challenging economical times. Notably, the Company has been

informed by its E4 sourcing partner that they would have difficulties delivering the contractually defined quantities

for the year 2021/2022 to the Company. In order to mitigate these potential delivery delays from our E4 sourcing

partner, the Company has secured other alternatives in order to diversify its E4 supply sources and to meet the

increasing sales forecasts of its commercial partners.

(viii) The pharmaceutical industry is highly competitive and subject to rapid technological changes. If the Group’s

current or future competitors develop equally or more effective and/or more economical technologies and

products, the Group’s competitive position and operations would be negatively impacted

The market for pharmaceutical products is highly competitive. The Group’s competitors in the Women’s Health

market include many established pharmaceutical, biotechnology and chemical companies, such as Bayer, MSD,

Pfizer, Therapeutics MD, Exeltis and Allergan, many of which have substantially larger financial, research and

development, marketing and personnel resources than the Group and could, therefore, more quickly adapt to

changes in the marketplace and regulatory environment. Competitors may currently be developing or may in the

future develop technologies and products that are more effective, safe or economically viable than any current or

future technology or product of the Group. Competing products may gain faster or broader market acceptance than

the Group‘s products (if and when marketed) and medical advances or rapid technological development by

competitors may result in the Group‘s product candidates becoming non-competitive or obsolete before the Group

is able to recover its research and development and commercialisation expenses. This could have a material adverse

effect on the Group’s business, prospects, financial condition and results of operation.

(ix) The Group’s patents and other intellectual property rights may not adequately protect its technology and products,

which may impede the Group’s ability to compete effectively.

The success of the Group will depend in part on its ability to obtain, maintain and enforce its patents and other

intellectual property rights for technologies and products in all territories of interest to the Group. The Group directly

holds various families of patents for the E4/DRSP pill Estelle

E4/DRSP pill and the menopause product candidate

Donesta®, menopause product candidate. For the Estelle

contraceptive product,

Extensions of the indication patent end date have been requested (and some are already granted) for US, Canada

and some European countries based on the first Marketing authorization of E4/DRSP in those territories. The patent

families covering the use of Estetrol in menopause will expire in 2022 in Europe and Canada and in 2025 in the United

States. For the Donesta® product candidate, new several patent applications have been filed to strengthen the

protection of the product and product candidate, the outcome and scope of which are still undetermined. The Group

also holds five families protecting different synthesis pathways for E4, whose main patents expire in 2032. The Group

will also seek to protect market exclusivity once marketing authorization is granted (where applicable) through

market/data exclusivity systems (between three and ten years maximum depending on the territory).

The success of the Group will depend in part on its ability to obtain, maintain and enforce its patents and other

intellectual property rights for technologies and products in all territories of interest to the Group. The Group’s patents

and other intellectual property rights may not adequately protect its technology and products, which may impede

the Company’s ability to compete effectively. The Group relies on a combination of patent(s) (applications),

trademarks, designs and trade secrets, and uses of non-disclosure, confidentiality and other contractual agreements

to protect its technology. The Group generally seeks patent protection where possible to reinforce its protection

around its technology and products.

However, the Group may be unable to adequately protect the intellectual property rights and trade secrets relating

to its products. The Group cannot be certain that patents will be issued with respect to the Group’s pending or future

patent applications. In addition, the Group does not know whether any issued patents will be upheld as valid or proven

enforceable against alleged infringers or whether they will prevent the development of competitive patents or provide

meaningful protection against competitors.

ESTELLE

, DONESTA

, MYRING

and ZORELINE

are registered trademarks of Mithra Pharmaceuticals or an

affiliate thereof.

(x) The Group has a history of operating losses, is accumulating deficits and may never become profitable.

The Group has experienced operating losses since 2012 (EUR 116.9 million during the period of 2021). These losses

have resulted principally from costs incurred in research & development and from general and administrative costs

associated with the operations. In the future, the Group intends to continue the clinical trial program for its candidate

products, conduct pre-clinical trials in support of clinical development and regulatory compliance activities that,

together with anticipated general and administrative expenses will result in the Group incurring further significant and

increased expenses for the next several years as a result of these activities.

There can be no assurance that the Group will ever earn significant revenues or achieve profitability resulting from

its research and development activities.

The Group is also subject to the following risks, in addition to the risks mentioned above:

• The commercial success of the Company’s products will depend on attaining significant market

acceptance among physicians, patients, healthcare payers and the medical community.

• The Company's supply of innovative E4 products will depend on the production resources chosen by

the Company.

• The Company may be exposed to product liability, no-fault liability or other claims and the risk exists

that the Company may not be able to obtain adequate insurance or that the related damages exceed its

current and future insurance cover.

• The Company may require access to additional funding in the future and if the Company fails to obtain

such funding, the Company may need to delay, scale back or eliminate the development and

commercialisation of some of its products.

• The Company may infringe on the patents or intellectual property rights of others and may face patent

litigation, which may be costly and time consuming.

• The Company’s patents and other intellectual property rights may not adequately protect its technology

and products, which may impede the Company’s ability to compete effectively.

• The Company’s success depends on its key people, and it must continue to attract and retain key

employees and consultants.

• The Company must effectively manage the growth of its operations and the integration of acquisitions

recently made or to be made in the future may not occur successfully.

• The Company has obtained significant grants and subsidies (mostly in the form of “avances

récupérables” refundable government advances). The terms of certain of these agreements may

hamper the Company in its flexibility to choose a convenient location for its activities.

100

• The Company has to comply with high standards of manufacturing in accordance with GMPs and other

manufacturing regulations. In complying with these regulations, the Company must expend significant

time, money and effort in the areas of design and development, testing, production, record-keeping and

quality control to assure that the products meet applicable specifications and other regulatory

requirements. The failure to comply with these requirements could result in an enforcement action

against the Company, including the seizure of products and shutting down of production. The Company

may also be subject to audits by the Competent Authorities. If the Company fails to comply with GMPs

or other applicable manufacturing regulations, the Company’s ability to develop and commercialize the

products could suffer significant interruptions and delay.

(xi) The Company or third parties upon whom the Company depends may be adversely affected by natural disasters

and/or global health pandemics, and/or war conflicts in Eastern Europe, and its business, financial condition and

results of operations could be adversely affected.

COVID-19 – Impact

The occurrence of unforeseen or catastrophic events, including extreme weather events and other natural disasters,

man-made disasters, or the emergence of epidemics or pandemics, depending on their scale, may cause different

degrees of damage to the national and local economies and could cause a disruption in the Company’s operations

and have a material adverse effect on its financial condition and results of operations. Man-made disasters,

pandemics, and other events connected with the regions in which the Company operates could have similar effects.

If a natural disaster, health pandemic, or other event beyond its control occurred that prevented the Company from

using all or a significant portion of its office and/or lab spaces, damaged critical infrastructure, such as its

manufacturing facilities or its manufacturing facilities of its third-party contract manufacturers, or that otherwise

disrupted operations, it may be difficult for the Company to continue its business for a substantial period of time.

On March 11, 2020 the World Health Organization declared the novel strain of coronavirus (COVID-19) a global

pandemic and recommended containment and mitigation measures worldwide. As of the date of this Annual Report,

Belgium, where the Company operates, has been impacted by temporary closures. The length or severity of this

pandemic is currently being mitigated by the Government but whether or not new outbursts linked to the

developments of new variants cannot be predicted. The Company has mitigated the potential impacts from COVID-

19 and its variants on the planned development activities of the Company but cannot exclude further COVID-19

impact materialization on development or commercial activities (delays in the recruitment of patients, patient

concerns linked to hospital environment, slower commercial launch ramp-up of Estelle® due to COVID-19

restrictions, or material absences in teams).

Indeed, with COVID-19 and its variants still active in the United States and Europe, the business operations of the

Company could be delayed or interrupted, particularly if a large portion of its employees become ill or customers

being less accessible. COVID-19 may also affect employees of third-party organizations located in affected

geographies that the Company relies upon to carry out its clinical trials. The spread of COVID-19, or another infectious

disease, could also negatively affect the operations at its third-party suppliers, which could result in delays or

disruptions in the supply of drug product used in its clinical trials. In addition, the Company is taking temporary

precautionary measures intended to help minimize the risk of the virus to its employees, increasing hygiene

measures in compliance with governmental requests.

Further, timely enrollment in clinical trials is reliant on clinical trial sites which may be adversely affected by global

health matters, including, among other things, pandemics such as COVID-19. For example, many of the Company’s

clinical trial sites are located in regions currently being afflicted by COVID-19. Some factors from the COVID-19

outbreak that the Company believes will adversely affect enrollment in its trials at least on a temporary basis include:

- the diversion of healthcare resources away from the conduct of clinical trial matters to focus on pandemic

concerns, including the attention of physicians serving as Company’s clinical trial investigators, hospitals

serving as its clinical trial sites and hospital staff supporting the conduct of its clinical trials;

- limitations on travel that interrupt key trial activities, such as clinical trial site initiations and monitoring;

- interruption in global shipping affecting the transport of clinical trial materials, such as investigational drug

product used in our trials; and

- employee absences that delay necessary interactions with local regulators, ethics committees and other

important agencies and contractors.

The impact of COVID-19 on its business linked to the outburst of new variants is uncertain at this time and will

depend on future developments, which are uncertain and cannot be predicted, including new information which may

emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact,

101

among other things, but prolonged closures or other business disruptions may negatively affect its operations and

the operations of its agents, contractors, consultants or collaborators, which could have a material adverse impact

its business, results of operations and financial condition.

Natural Flood – Impact

The Company’s premises’ (Head Quarter and CDMO) have not been impacted by the natural flood which took place

in the Liege area on the 15 and 16 July 2021.

Conflicts – in Eastern Europe

The Company continues to monitor the geopolitical situation in Eastern Europe and risk assessment on Mithra’s and

partners activities, in particular Estelle® launch in Russia foreseen in H2 2022. On the R&D side, the Company is

currently analyzing the situation regarding the potential impact on the recruitment for the additional European

Donesta® study (C301) that should be completed by the end of H1 2022 as the Company had several active sites in

Russia. However, at this date of this report the Company is confident that it shall be able to recruit the accurate

number of patients in the other geographic regions selected for the study. If needed, the Company will activate a

mitigation plan in order to switch the planned Russian recruitment sites with other sites.

From a business perspective the conflict between Ukraine and Russia should have a limited impact on budgeted

2022 revenue (about 1%). Russia and Ukraine represent a small percentage of EU overall business and the events

should not disrupt GR/Mithra commercially. Mithra continues to monitor the situation closely.

Research and development

We are committeed to fully exploiting the potential of E4 (Estetrol) as well as our technologic platform in Complex

Therapeutics to develop a diverse and broad portfolio of therapeutic treatments focused on Women’s Health.

Additionally, the Company has diversified its R&D portfolio by acquiring an option to purchase development

programs led by the Belgian company BCI Pharma on innovative kinase inhibitors notably indicated for the treatment

of female cancers and endometriosis.

With regard to E4, most focus is on Mithra’s late-stage product candidates, Estelle

for contraception with market

authorization approval obtained in all key geographic areas and Donesta

for menopause (Phase III) with top lines

efficacy results obtained post period in January 2022. Furthermore, Mithra is exploring additional indications in

Women’s Health , as well as indications beyond Women’s Health, such as, wound healing and neuroprotection.

In January 2020, an ecotoxicity study revealed that Estetrol had a more environmentally friendly profile compared to

other estrogens. Additional comparative studies are ongoing at the University of Namur to deepen this finding. In

November 2020, the Company received the qualification of Estetrol as a "New Active Substance" (NAS) by the

European Medicines Agency (EMA). This is the first NAS designation in contraception in over 80 years and the

achievements of many years of work for the Company. In 2021, the Company received market authorizations for

Estelle

in key geographic areas such as Canada, Europe, US, Russia and Australia. Moreover, the label was revised

with a new wording on the expected low impact of E4 on the environment.

Post period, the Company obtained efficacy top line results for the Phase III E4Comfort program of oral hormonal

therapy Donesta

(menopause) which demonstrated a meaningful reduction in vasomotor symptoms from baseline

and compared to placebo. The positive efficacy data strongly move forward the Clinical Program, recently extended

with 3 additional studies to further broaden the scope of Donesta® as a global alternative for millions of menopausal

women (i) a phase 3 study on the effect of E4 on Vulvovaginal atrophy, (ii) a Phase 2 study on the effect of E4 on skin

texture, quality, (iii) a Phase 2 study on the effect on hair texture, quality and appearance.

The safety profile of Donesta® has been confirmed by end-year independent Data Safety Monitoring Board (DSMB),

which recommended to continue the Phase III Clinical Program as planned. in March 202, the DSMB further

confirmed an expected pharmacological profile during the trial from initiation until the safety evaluation of 2213

subjects treated. The Primary safety results anticipated for end 2022 in the United States/Canada and for end H1

2023 in Europe. The Company is on track to target marketing authorization in 2024. Indeed, in September 2021, the

Company announced a slight delay in the Donesta® program conducted in Europe mostly due to a higher level of

drop out than excepted linked to patient’s reticence to visit hospitals because of COVID-19 and amongst others to

perform medical visits as recommended by the protocol. Therefore, the Company decided to recruit up to 300

additional non-hysterectomized patients to address the regulatory requirements to obtain approval for use in the

non-hysterectomized women which represents more than 70% of the market. .

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The clinical program on Estetrol’s effect in Covid-19 treatment did not show any difference of E4 from placebo on

the primary study endpoint, but E4 was well-tolerated with no apparent safety signals in the patient population. This

Phase II "Coronesta" trial aimed to study the action of Estetrol on the immune, inflammatory and vascular response

of patients (male/female) infected with Covid-19. As the results did not differ from placebo, the Company decided

not to perform complimentary researches. .

Regarding PeriNesta

, the Company held several discussions and meetings with the scientific community and the

European and American regulatory agencies. As announced in March 2021, the Company also decided to work on

alternative development strategies in addition to the initial scenario.

Following a strategic meeting held on September 20 & 21, 2021, the Board of directors analyzed both regulatory

agencies’ feedback as for the initial development project of PeriNesta

, as well as the additional budget required to

achieve this development in accordance with the regulatory expectations compared to the initial EUR 20 million.

Accordingly, the Board decided that the initial PeriNesta

development project was no longer timely nor a priority for

the Company and that alternative scenarios based on Estelle

and Donesta

could potentially target this

perimenopausal market without incurring substantial development costs. Therefore, the targeted market

authorization initially planned for 2023 is no longer achievable in this opportunistic development project. With this

pipeline covering contraception and menopause, Mithra will explore in parallel the most judicious way to meet the

specific needs of women during the transitional phase of perimenopause.

Further strengthening Estetrol Intellectual Property portfolio thanks to a new patent extending the 35 patent-family

filed by Mithra. Exclusivity of Estelle

and Donesta

product candidates is extended until 2036 in Europe. A similar

application is currently being examined in the United States.

For the Complex Therapeutics, Mithra launched Myring

in Europe and has provided to the FDA the additional data

requested for the US launch after receipt of a complete response letter in October 2021.

At the same time, the Company continue to advance our research work on Zoreline

formulations, having obtained

supportive PK results in 2018. This unfortunately did not extend to the all key pharmacodynamic parameters of

suppression of sex hormone levels. However, based on this study, the company has learned that a subsequent

clinical study with a prototype 3-month formulation is now used in a PD modelling to optimize the release profiles of

both the 1 month and 3-month formulations. Formulation development is now almost complete and the final

formulations to be tested in humans will be performed based on data from a rabbit model. It is anticipated that a

clinical study for the 1-month study will be initiated in 1H 2023. Approval is still expected in 2025.

Furthermore, Mithra will pursue the budgeted investments to further advance the technological CDMO facility in

terms of performance, applicability and scale; in order to offer third-parties the opportunity to develop sterile

injectables; and to prepare the polymeric forms and hormonal tablets zones for the production of its proprietary

products.

Moreover, Mithra is strengthening its leadership position in women's health by acquiring a new innovative

development axis in a fast-growing market: inhibitors of tyrosine kinases, notably indicated in the treatment of cancer

and endometriosis. Mithra acquired the rights relating to two development programs led by the Belgian company

BCI Pharma on innovative inhibitors of CSF1R kinase. These CSF1R inhibitors are part of a new innovative class of

immune-modulatory drugs with established clinical tolerability4 and proven efficacy. They act on the CSF1 receptor

which is involved in many inflammatory processes and is over expressed in many pathologies, in particular cancers,

neurological disorders and autoimmune diseases. The innovative class of tyrosine kinases inhibitors represents the

third fastest growing therapeutic class in 2020, with a 17% increase in revenues to USD 40.3 billion.

Under the terms of the contract, Mithra has an option to acquire patents covering CSF1R inhibitor series with upfront

payment of EUR 2.25 million on execution of option, following the first results conducted by BCI Pharma. Mithra will

fund the preclinical and clinical development with a focus on female cancers and endometriosis, while potentially

targeting other orphan indications, such as metastatic breast cancer (TNBC). Currently in the preclinical stage, BCI

Pharma should initiate clinical development in 2023, with marketing authorizations expected for 2031.

In addition, Mithra intends to initiate new discovery programs which might lead to the development and

commercialization of drug candidates; and is committeed to seek, maintain and expand the know-how, technologies

and intellectual property position.

103

Conflicting interests of directors (Art. 7:96 of the CCA)

The Directors report that during the financial year under review two decisions have been taken that fall within the

provisions of Art. 7:96 of the CCA. As required by the law, those minutes parts of the relevant meetings of the Board

of directors relating to such conflicts of interest are reproduced hereunder.

Furthermore, during the same financial year, there has been no transaction or other contractual relationship between

the Group, and a Director or Executive Manager other than those that fall within the provisions of Art. 7:96 of the CCA

or that have been disclosed under “related party transactions” set out below pursuant to Art. 7:97 of the CCA.

Meeting of the Board of directors of 3 February 2021 (free translation of minutes from French)

The following directors are participating in person or by video conference at the February 3, 2021 meeting of the

Board of directors of Mithra Pharmaceuticals SA (the "Company") : (…)

STATEMENTS OF THE INTERIM PRESIDENT:

The meeting began at 8:30 p.m. with Ms. Patricia van Dijck, acting as Chair ad interim of the Board of directors. She

declared that the meeting was duly convened as an emergency. She stated that the urgency had been properly

justified in the notice of meeting in accordance with the requirements of the Company's Articles of Association and

Corporate Governance Charter, and that no justification for sending out notices of meeting was required, as all

directors were present at the meeting. This was confirmed by the Board of directors.

The ad interim of the Board of directors states that the agenda for the meeting is as follows:

1. Submission of, and discussion on, the Nomination and Remuneration Committee's (the "CNR") opinion on

Suspension (as defined below);

2. Discussion of the suspension of Yima SRL's appointment as managing director, and of the management

agreement entered on September 3, 2015 between Yima SRL (represented by Mr. François Fornieri) and the

Company, as amended on July 12, 2018 (collectively, the "Management Agreement"), with immediate effect until

further notice and decision of the Board of directors (the "Suspension");

3. Discussion of, and approval or ratification of, the Suspension and the agreement to be entered into between

Yima SRL, Mr. François Fornieri and the Company regarding the Suspension (the "Suspension Agreement")

PRIOR DECLARATIONS OF INDIVIDUAL DIRECTOR

Prior declarations of Yima SRL

Prior to the deliberations and decisions of the Board of directors, Yima SRL (whose permanent representative is Mr.

François Fornieri), director of the Company, made the following declarations in accordance with Article 7:96 of the

CCA.

Yima SRL has informed the Board of directors that the agenda includes, inter alia, the Suspension, as well as the

approval of the Suspension Agreement. The Suspension relates, among other things, to a reduction in the fees of

Yima SRL. Yima SRL has informed the Board of directors that, for the above-mentioned reasons, it may be in a

situation of conflict of interest within the meaning of Article 7:96 of the CCA. Yima SRL will also inform the Company's

auditor of the above, in accordance with Article 7:96 of the CCA. Accordingly, Yima SRL has informed the Board of

directors that it will not take part in the further deliberations and decisions of the Board of directors regarding agenda

items 1, 2 and 3.

Yima SRL did not participate in the deliberations and decisions of the Board of directors referred to in the first three

items on the agenda.

PRIOR DECLARATIONS OF THE OTHER DIRECTORS

None of the other directors declare that they have an interest in the decisions to be taken by the Board of directors

that would require the application of the procedure provided for in articles 7:96 and/or 7:97 of the CCA.

DELIBERATION AND DECISIONS

On the proposal of the Chairman ad interim, the Board of directors commenced deliberations on the items on the

agenda.

The Chairman ad interim clarifies that the Board of directors of the Company is convened following the indictment of

Mr. François Fornieri in connection with functions he previously performed in a company outside Mithra, the decision

of the Board of directors of January 21, 2021 (whereby the CFO was appointed as CEO ad interim), and various

104

previous contacts between directors. The decisions to be taken concern the management and governance of the

Company as well as the continuity of operations

Deliberation and decisions on agenda items 1 through 3

The Chair ad interim then submitted the Suspension Agreement to the members of the Board of directors who had

not declared a conflict of interest. The Suspension Agreement is attached to the minutes of the meeting as an

Appendix.

The Chairman of the CNR, Mr. Christian Moretti, then presented the recommandation of the CNR regarding the

Suspension.

All directors, with the exception of Yima SRL, read the details of the Chair, the Suspension Agreement and the

recommendation of the CNR on the Suspension, as well as the prior statements of Yima SRL pursuant to Article 7:96

of the Companies and Associations Code.

The CNR has conducted an assessment of the consequences for the Company of the indictment of Mr. François

Fornieri with respect to the interests of the Company, its shareholders and other stakeholders.

Following the indictment, third parties with financial, business or other relationships, as well as shareholders,

investors and other stakeholders, have questioned the Company or expressed their concerns. The indictment of Mr.

Fornieri and the ongoing investigations of him are of significant concern to the above-mentioned persons and

institutions and other stakeholders. The CNR therefore believes that the Suspension is in the best interests of the

Company, its shareholders and other stakeholders.

In light of the foregoing, the CNR has subsequently negotiated the agreement to be entered into between Yima SRL,

Mr. François Fornieri and the Company relating to the Suspension. The principal terms of this agreement can be

summarized as follows:

- The exercise by Yima SRL of its mandate of Managing Director of the Company (and of any comparable mandate

within the Company's subsidiaries) will be suspended, until further notice and decision of the Board of directors, for

a maximum of 12 months.

- During the Suspension, the Company intends to appoint an interim CEO, who will be temporarily responsible for the

day-to-day management of the Company and its subsidiaries.

- During the Suspension, the Company, at the intervention or prior request of the CEO ad interim, may solicit Yima

SRL for the provision of "senior advisor" consultancy services, excluding the exercise of any executive or

management function. These consultancy services will be remunerated by a fee for a basic monthly amount of EUR

20,000, excluding VAT, increased by EUR 2,000, excluding VAT, per day of actual consultancy (on the basis of 8

working hours per day). The Company will also reimburse the expenses incurred by Yima SRL for the provision of

such consultancy services.

The Suspension Agreement also contains certain other undertakings of Yima SRL that will continue to apply during

the Suspension Period, as well as certain practical terms of the collaboration.

The directors have noted the proposals and recommendations of the CNR and confirm that they are of the view that

the Suspension and the provisions of the Suspension Agreement are in the best interests of the Company, its

shareholders and other stakeholders.

After considering the recommandation of the CNR on the Suspension, and after deliberation, the members of the

Board of directors, with the exception of Yima SRL, have unanimously:

(a) VOTED to approve the Suspension, and accordingly to suspend the delegation of managing director of Yima SRL,

as well as the execution of the Management Agreement, effective immediately, until further notice, for a maximum

of 12 months, pursuant to the Suspension Agreement.

(b) DECIDED to approve the Suspension Agreement.

Meeting of the Board of directors of 23 November 2021 (free translation of minutes from French)

On November 23, 2021, at 6:35 p.m., the Board of directors (hereinafter the "Board") of MITHRA PHARMACEUTICALS

SA (hereinafter the "Company") met in person (rue de l'Expansion 57, 4400 Flémalle) as well as by means of a

conference call.

105

AGENDA

1. Approval of the minutes of the September 21, 2021 meeting;

2. Report of the Nomination and Remuneration Committee;

3. Report of the Risk and Audit committee;

4. Finance Item;

PRIOR DECLARATIONS OF INDIVIDUAL DIRECTOR

(…)

2. Report of the Nomination and Remuneration Committee;

2.1. Bonus Plan

The management, including the CEO, present at the meeting left the room.

Eva Consulting SRL represented by Professor Jean-Michel Foidart indicates that as a potential beneficiary of the

bonus plan, he could benefit directly from the resolution to be taken by the Board. He is therefore affected by a

conflict of interest situation within the meaning of article 7:96 of the CCA and consequently leaves the meeting in

order not to attend the deliberations and decision-making in this case. The Board recognized that article 7:96 of the

CCA was applicable to this decision.

DELIBERATION AND DECISIONS

Before leaving the room with all the management present at the meeting, the CLO, in collaboration with the Chair of

the Nomination and Remuneration Committee, took care to explain in summary the Bonus Plan that was elaborated

and communicated to the Board in accordance with the Remuneration Policy applicable to the Company and

approved by its AGM in 2021 (Appendix II).

(….)

In view of the discussions, the Chairman concluded that the plan meets the approval of the Board, subject to three

points:

(…)

Subject to the three points mentioned above, the Board agrees.

Decision: On the recommendation of the Nomination and Remuneration Committee, the Board approves the

proposed bonus plan (Annex II) with the exception of the following three points:

(…)

With respect to the three points mentioned above, the Board invites the Nomination and Remuneration Committee

to formulate a new proposal acceptable to the Board. Management is also invited to further explain to the Board the

reasons for not approving the plan at the Annual General Meeting. All three points will be decided at a future Board

meeting.

(….)

4. Finance item ;

4.2. Sale of NOSHAQ participations

PRIOR DECLARATIONS OF INDIVIDUAL DIRECTORS

Prior to any deliberation or discussion on this item, G. Servais and A. Tounsi indicate, as CEO of NOSHAQ and

employee of NOSHAQ, that they have an indirect financial interest in the realization of the decision to be taken on

this item. In accordance with Section 7:96 of the CCA, they withdrew from the Committee meeting so as not to take

part in the deliberation and vote on this decision. The Board recognized that section 7:96 of the CCA was applicable

to this operation.

The CLO explained that, in accordance with the request of the Board of directors formulated last April, the transfer

of the 11 participations held by Mithra in the NOSHAQ Company was conditional upon the insertion of a price revision

These three items were decided upon at the Board of Directors meeting of 3 December 2021.

106

clause of 60 months in the share transfer agreement. A proposal of clause was communicated in this direction to

NOSHAQ on which it marked its agreement in principle.

Decision: After analysis of the clause proposed by the management and on the recommendation of the Risk and

Audit committee, the Board accepts this transfer of NOSHAQ shares under the conditions set out in the letter

proposed by the Company's legal department (Annex 3) and in particular the insertion, in the transfer agreement, of

a price revision clause. The Board also gives a mandate to the CLO of the Company with power of delegation to

finalize the sale operations, including the drafting of the sale agreement and the signature thereof.

Independence and expertise of at least one member of the Audit

committee

As previously disclosed, the Risk and Audit Committte is composed of the following three members: (i) one of which

satisfy to the independence criterias as set forth by provision 7:87, §1st CCA and (ii) all of them meet the expertise

requirement of that very article:

TicaConsult BVBA (Erik Van Den Eynden) has more than 30 years’ experience in banking. After joining ING (formerly

BBL) in 1990, he held various commercial and management positions throughout the bank, including director of a

branch district, CEO of ING Insurance Belgium, Luxembourg & Variable Annuities Europe, head of MidCorporates and

Institutionals at ING in Belgium and most recently CEO of ING in Belgium from 2017 to 2020. He holds a degree in

economics from the University of Antwerp.

TicaConsult BVBA also satisfies the independence criteria as prescribed by provision 7:87, §1st CCA.

NOSHAQ SA (standing representative: Mr Gaëtan Servais) - Mr Servais is a graduate in economics from the University

of Liège, where he began his career as a research assistant. In 1995, Mr Servais joined the Federal Plan Budget as

an expert and, following this, the Economic and Social Council of the Walloon Region. From 2001, he was private

secretary to a number of Ministers in the Walloon Government. Since 2007, has been CEO of Meusinvest, a financial

company whose business is structured into a number of subsidiaries in order to best meet the financing needs for

small to medium enterprises (SME) located in the Province of Liège.

Alius Modi SRL (Valérie Gordenne) has more than twenty-three (23) years of experience in pharmaceutical Research

& Development with extensive leadership experience in full development across a range of therapeutic areas (women

health: oncology, contraception, menopause) and product application (implantable (biodegradable) devices, oral

form, sterile injectable). She has developed a deep operational and strategic knowledge and expertise in drug

development through the management of various functions and activities (Chemistry, manufacturing & controls

(CMC), clinical supply manufacturing, market supply manufacturing, Global drug supply (clinical & market supply

distribution), Quality management (FDA, EU, ANVISA …(pre-approval) inspection), Regulatory Affairs (IB, IMPD, IND,

Briefing package, interactions with FDA, EMA, Health Canada), e-CTD submission and post approval variations,

Clinical development (phase I to IV), Intellectual property and trademarks). Mrs. Gordenne held various scientific and

management positions throughout the pharmaceutical field, including Chief Scientific Officer of the Company

between January 2015 and March 2019.

Going concern assessment

End of 2021, Mithra has a total of EUR 336.6 million accumulated losses on its balance sheet and realized a

consolidated net loss of EUR 116.9 million for the year ended 31 December 2021. Based on going concern accounting

principles, the Board is to justify the going concern during twelve months following the issuance of the report. Based

on their assessment, the Management and Board of directors consider it appropriate to prepare the financial

statements on a going concern basis. Indeed, the assessment is based on following assumptions such as expected

R&D clinical results and further business deals (mainly Donesta deal foreseen in H2 2022) as well as on the

monitoring of our funding activities, noting that a total amount of EUR 100 million flexible equity financing agreement

contracted with Goldman Sachs International in February 2022 are currently available with a first drawing request

exercised on 4 February 2022 for an amount of EUR 10 million and a second one exercised on 21 March 2022 for an

amount of EUR 5 million.

In consideration of those above-mentioned conservative assumptions, the Board of directors has analyzed the

financial statements and accounting policies and, made the assessment that the current cash position of EUR (32.9

million) at 31 December 2021 strengthened by post-year end flexible equity financing agreement contracted with

Goldman Sachs International for EUR 100 million and a capital increase for an amount of EUR 8.1 million completed

on 14 February 2022 under the LDA capital agreement facility will allow the Group to keep up with operating expenses

107

and capital expenditure requirements at least until April 2023 (twelve months at least after the issuance of this

report).

Appropriation of results

Mithra Pharmaceuticals SA, the parent Company, ended the financial year 2021 with a net loss of EUR 883,844.

The Board of directors proposed to appropriate the loss of the year of EUR 883,844 to accumulated loss. This brings

the total amount of retained losses to EUR 121,559,662.

Important events after the reporting period

Post-period, in January 2022, the Company announced positive top-line results from Donesta

phase 3 studies for

the treatment of vasomotor symptoms in post-menopausal women. Donesta

demonstrated a meaningful reduction

in vasomotor symptoms from baseline and compared to placebo. All co-primary efficacy endpoints were statistically

(all p<0.01) met in C301 (Europe, Latam and Russia) and in C302 (North America) studies, except for a borderline

non-significant result for the severity criteria at week 4 in the C302 study, which reached and exceeded statistical

significance by week 5 (p<0.01). Both studies also showed that the number and severity of hot flushes continued to

decrease week after week until the end of the study, i. e. 3 months of treatment. Secondary endpoints evaluated at

3 months in the C301 study suggest a very positive impact of Donesta

on the quality of life.

In February 2022, Mithra announced the commercial launch of its vaginal contraceptive ring Myring

under the

brandname Haloette

in Canada, a market which is worth approximately CAD $11.5 million (EUR 8 million) a year

and represented exclusively by the originator Nuvaring

Also, in February 2022, the Company entered into a 2-year equity financing agreement with Goldman Sachs

International (“GSI”), pursuant to which the Company can at its sole discretion require GSI to provide funding to the

Company for an aggregate amount of up to EUR 100,000,000 in return for issuing GSI with call options over the

Company’s ordinary shares. The Company will access this funding through several drawings, which must be at least

22 trading days apart. On the same day, Mithra exercised its first drawing request which amounted to EUR 10 million.

Further to Mithra’s first drawing request, GSI has elected to exercise a call option for an amount of EUR 5 million.

This call option will result in the issuance of 377,198 shares of the Company. In March, Mithra decided to exercise a

second drawing request for an amount of EUR 5 million

Since the beginning of the conflict in Ukraine in February 2022, Mithra has been monitoring the geopolitical situation

in order to manage the potential impact on Mithra’s and partners activities, in particular Estelle

launch in Russia

foreseen in H2 2022. On the R&D side, the Company has activated a mitigation plan in order to switch the planned

Russian recruitment sites with other sites for the additional European Donesta

study (C301), which should be

completed by the end of H1 2022.

There were no other subsequent events that occur between 2021 year-end and the date when the financial

statements have been authorized by the Board for issue.

108

1.15. Grant of discharge to the directors and the statutory auditor

You are requested, for Mithra Pharmaceuticals SA, in accordance with the law and the Articles of Association, to

grant discharge to the Directors and the Statutory Auditor for the duties carried out by them during the financial year

ending 31 December 2021.

This report will be deposited according to the legal requirements and can be consulted at the Company’s address.

Liege, 15 April 2022

For the Board of directors,

Van Rompay Management BVBA

(with Mr. Leon Van Rompay as

Permanent Representative)

Managing Director

Sunathim BV

(with Mr. Ajit Shetty as Permanent

Representative)

Chairman of the Board of Director

109

2. Responsibility statement

We hereby certify that, to the best of our knowledge, the consolidated financial statements as of

31 December 2021, prepared in accordance with the International Financial Reporting Standards as adopted

by the European Union, and the legal requirements applicable in Belgium, give a true and fair view of the

assets, liabilities, financial position and loss of the Group and the undertakings included in the consolidation

taken as a whole, and that the management report includes a fair review of the development and the

performance of the business and the position of the Group and the undertakings included in the consolidation

taken as a whole, together with a description of the principal risks and uncertainties that they face.

On behalf of the Board of Directors

Sunathim BV, Président Van Rompay Management SRL,

(represented by M. Ajit Shetty) (represented by Leon Van Rompay)

Chairman of the Board of Directors Managing Director

CMM&C SRL, represented by

Christophe Maréchal, CFO

110

3. Auditor report

STATUTORY AUDITOR’S REPORT TO THE GENERAL MEETING OF MITHRA

PHARMACEUTICALS SA FOR THE YEAR ENDED 31 DECEMBER 2021

(CONSOLIDATED FINANCIAL STATEMENTS)

In the context of the statutory audit of the consolidated financial statements of

MITHRA PHARMACEUTICALS SA (‘the Company’) and its subsidiaries (together referred to as 'the

Group'), we hereby present our statutory auditor’s report. It includes our report of the

consolidated financial statements and the other legal and regulatory requirements. This report is

an integrated whole and is indivisible.

We have been appointed as statutory auditor by the general meeting of 20 May 2021, following

the proposal formulated by the board of directors and issued upon recommendation of the Audit

Committee and upon presentation by the works’ council. Our statutory auditor’s mandate expires

on the date of the General Meeting deliberating on the financial statements closed on 31 December

2023. We have performed the statutory audit of the consolidated financial statements of MITHRA

PHARMACEUTICALS SA for 7 consecutive years.

Unqualified opinion

We have performed the statutory audit of the

Group’s consolidated financial statements,

which comprise the consolidated statement of

financial position as at 31 December 2021,

and the consolidated statement of profit or

loss and other comprehensive income, the

consolidated statement of changes in equity

and the consolidated statement of cash flows

for the year then ended, and notes to the

consolidated financial statements, including a

summary of significant accounting policies

and other explanatory information, and which

is characterized by a consolidated statement

of financial position total of

421.918 (000) EUR and for which consolidated

income statement and other comprehensive

income shows a loss for the year of 116 875

(000) EUR.

In our opinion, the consolidated financial

statements give a true and fair view of the

Group’s net equity and financial position as at

31 December 2021, as well as of its

consolidated financial performance and its

consolidated cash flows for the year then

ended, in accordance with International

Financial Reporting Standards (IFRS) as

adopted by the European Union and with the

legal and regulatory requirements applicable

in Belgium.

Basis for unqualified opinion

We conducted our audit in accordance with

International Standards on Auditing (ISA) as

applicable in Belgium. Our responsibilities

under those standards are further described

in the 'Statutory auditor's responsibilities for

the audit of the consolidated financial

statements' section in this report. We have

complied with all the ethical requirements

that are relevant to the audit of consolidated

financial statements in Belgium, including

those concerning independence.

We have obtained from the administrative

body and company officials the explanations

and information necessary for performing our

audit.

REPORT ON THE CONSOLIDATED

FINANCIAL STATEMENTS

111

We believe that the audit evidence we have

obtained is sufficient and appropriate to

provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in

our professional judgment, were of most

significance in our audit of the consolidated

financial statements of the current year.

These matters were addressed in the context

of our audit of the consolidated financial

statements as a whole, and in forming our

opinion thereon, and we do not provide a

separate opinion on these matters.

Contingent consideration valuation

Description of the matter

As a result of the acquisitions of Estetra SRL

in 2015, the consolidated financial statements

include a contingent consideration towards

the previous owners. Additionally, during the

second semester of 2019, an amendment to

the sellers of Estetra (Uteron) agreement was

signed with significant impacts. As disclosed

in the notes 9.15.3 to the consolidated

financial statements, this contingent liability

is reported at fair value in the statement of

financial position.

We consider this area a key audit matter

requiring high auditor’s attention because of

the fact that the valuation of the contingent

consideration is complex, contains key

judgmental areas and is strongly affected by

assumptions with regards to expected future

cash flows, cash position, discount rate and

market conditions.

Procedures performed

Our audit procedures included, among others,

the following:

• We have analyzed and reviewed the

Company’s fair value calculation including

the significant underlying assumptions and

checked whether an adequate valuation

model was applied;

• We have analyzed the consistency of the

underlying data used in the valuation

model and compared these with the latest

Board approved business plan;

• We consulted a valuation expert in our

firm to assess the methodology, clerical

accuracy and discount rate as applied;

• We have performed an assessment of the

reasonableness of key assumptions,

notably expected future cash flows and

cash position, probabilities applied to the

different scenario’s and discount rate;

• We reviewed the sensitivity analysis

prepared by management to understand

the effect of a change in assumptions;

• We reviewed the completeness and

adequacy of the disclosures to the

consolidated financial statements.

Deferred tax assets

Description of the matter

As described in the notes 9.24.2 to the

consolidated financial statements, the Group

accounts for deferred tax assets on its tax

losses carried forward and on the temporary

differences arising between the tax bases of

assets and liabilities and their carrying

amounts in the IFRS financial statements to

the extent that it is probable that future

taxable profits will be realized for which

unused tax losses and tax credits can be used.

We consider this area a key audit matter

requiring high auditor’s attention because of

its significance to the financial statements

and the critical judgment made to assess the

recoverability of the deferred tax assets.

Procedures performed

Our audit procedures included, among others,

the following:

• We have reconciled the total amount of

tax losses carried forward available to the

Group to supporting evidence;

• We have reviewed the taxable impact of

the relevant IFRS accounting entries;

• We consulted a tax expert in our firm to

assess the methodology and clerical

accuracy in the prepared tax plan;

112

• We have challenged the judgment made

by the management about taxable profits

in the foreseeable future, taking into

account the tax strategy of the Group;

• We have reviewed the accounting entries;

• We reviewed the completeness and

adequacy of the disclosures as included in

disclosures to the consolidated financial

statements.

Financial funding

Description of the matter

As described in the notes 9.4.1 to the

consolidated financial statements, the

Company has disclosed that based on its

current scope of activities, the Group

estimates that its treasury position as of 31

December 2021 is sufficient to cover its cash

requirements at least until April 2023, so that

there is no going concern issue as of today.

This area was important to our audit given

the important estimates linked to the high

expected cash burn ratio on short term, based

on the group’s assessment of R&D clinical

results, related business deals and funding

activities, including the conditions linked to

the new flexible equity financing agreement

contracted after year-end.

Procedures performed

Our audit procedures included, among others,

the following:

• We obtained the business plan and the cash

forecast for the year 2022 and 2023 and

reviewed it for reasonableness;

• We challenged the assumptions underlying

this budget and cash forecast, especially

with respect to the level of expected

revenues, the financing possibilities, the

operating expenses and other cash outs;

• We compared the total of expected licence

revenues included in the budget and cash

forecast with those expected from existing

agreements;

• We analyzed the financing instruments

signed after closing date. We discussed

with management any potential future

financing possibilities and assessed their

reasonableness;

• We verified the adequacy and

completeness of the disclosures as

included in the notes 9.4.1 of the financial

statements.

Responsibilities of the administrative body

for the drafting of the consolidated

financial statements

The administrative body is responsible for the

preparation of consolidated financial

statements that give a true and fair view in

accordance with the International Financial

Reporting Standards (IFRS) as adopted by the

European Union and with the legal and

regulatory provisions applicable in Belgium,

and for such internal control as the

administrative body determines is necessary

to enable the preparation of consolidated

financial statements that are free from

material misstatements, whether due to fraud

or error.

In preparing the consolidated financial

statements, the administrative body is

responsible for assessing the Group’s ability

to continue as a going concern, disclosing, as

applicable, matters related to going concern

and using the going concern basis of

accounting unless the administrative body

either intends to liquidate the Group or to

cease operations, or has no realistic

alternative but to do so.

Statutory auditor’s responsibilities for the

audit of the consolidated financial

statements

Our objectives are to obtain reasonable

assurance about whether the consolidated

financial statements as a whole are free from

material misstatement, whether due to fraud

or error, and to issue a statutory auditor’s

report that includes our opinion. Reasonable

assurance is a high level of assurance, but it

is not a guarantee that an audit conducted in

accordance with ISAs will always detect a

material misstatement when it exists.

Misstatements can arise from fraud or error

and are considered material if, individually or

113

in the aggregate, they could reasonably be

expected to influence the economic decisions

of users taken on the basis of these

consolidated financial statements.

When executing our audit, we respect the

legal, regulatory and normative framework

applicable for the audit of the consolidated

financial statements in Belgium. However, a

statutory audit does not guarantee the future

viability of the Group, neither the efficiency

and effectiveness of the management of the

Group by the administrative body. Our

responsibilities regarding the continuity

assumption applied by the administrative

body are described below.

As part of an audit in accordance with ISAs,

we exercise professional judgment and

maintain professional skepticism throughout

the audit. We also:

Identify and assess the risks of material

misstatement of the consolidated financial

statements, whether due to fraud or error,

design and perform audit procedures

responsive to those risks, and obtain audit

evidence that is sufficient and appropriate

to provide a basis for our opinion. The risk

of not detecting a material misstatement

resulting from fraud is higher than for one

resulting from error, as fraud may involve

collusion, forgery, intentional omissions,

misrepresentations, or the override of

internal control;

• Obtain an understanding of internal control

relevant to the audit in order to design

audit procedures that are appropriate in

the circumstances, but not for the purpose

of expressing an opinion on the

effectiveness of the Group’s internal

control;

Evaluate the appropriateness of accounting

policies used and the reasonableness of

accounting estimates and related

disclosures made by the administrative

body;

• Conclude on the appropriateness of the

administrative body’s use of the going

concern basis of accounting and, based on

the audit evidence obtained, whether a

material uncertainty exists related to

events or conditions that may cast

significant doubt on the Group’s ability to

continue as a going concern. If we conclude

that a material uncertainty exists, we are

required to draw attention in our statutory

auditor’s report to the related disclosures

in the consolidated financial statements or,

if such disclosures are inadequate, to

modify our opinion. Our conclusions are

based on the audit evidence obtained up to

the date of our statutory auditor’s report.

However, future events or conditions may

cause the Group to cease to continue as a

going concern;

• Evaluate the overall presentation,

structure and content of the consolidated

financial statements and whether the

consolidated financial statements

represent the underlying transactions and

events in a manner that achieves fair

presentation;

• Obtain sufficient appropriate audit

evidence regarding the financial

information of the entities or business

activities within the Group to express an

opinion on the consolidated financial

statements. We are responsible for the

management, the supervision and the

performance of the Group audit. We

assume full responsibility for the auditor’s

opinion.

We communicate with the Audit Committee

regarding, among other matters, the planned

scope and timing of the audit and significant

audit findings, including any significant

deficiencies in internal control identified

during the audit.

We also provide the audit committee with a

statement that we respected the relevant

ethical requirements relating to

independence, and we communicate with

them about all relationships and other issues

which may influence our independence, and,

if applicable, about the related measures to

guarantee our independence.

114

From the matters communicated with the

Audit Committee, we determine those

matters that were of most significance in the

audit of the consolidated financial statements

of the current year, and are therefore the key

audit matters. We describe these matters in

our statutory auditor’s report, unless law or

regulation precludes public disclosure about

the matter.

OTHER LEGAL AND REGULATORY

REQUIREMENTS

Responsibilities of the administrative body

The administrative body is responsible for the

preparation and the contents of the director’s

report on the consolidated financial

statements and for the other information

included in the annual report on the

consolidated financial statements.

Responsibilities of the statutory auditor

In the context of our mission and in

accordance with the Belgian standard (version

revised 2020) which is complementary to the

International Standards on Auditing (ISA) as

applicable in Belgium, it is our responsibility

to verify, in all material aspects, the

management report on the consolidated

financial statements and the other

information included in the management

report on the consolidated financial

statements, as well as to report on these

elements.

Aspects relating to the director’s report on

the consolidated financial statements and

to the other information included in the

annual report on the consolidated financial

statements

In our opinion, after having performed

specific procedures in relation to the

director’s report, this report is consistent

with the consolidated financial statements for

the same financial year, and it is prepared in

accordance with article 3:32 of the Code of

companies and associations.

In the context of our audit of the

consolidated financial statements, we are

also responsible for considering, in particular

based on the knowledge we have obtained

during the audit, whether the director’s

report on the consolidated financial

statements (Chapter 1 Report of the Board of

Directors) contains any material

misstatements, i.e. any information which is

inadequately disclosed or otherwise

misleading. Based on the procedures we have

performed, there are no material

misstatements we have to report to you.

Statement concerning independence

• Our audit firm and our network did not

provide services which are incompatible

with the statutory audit of the consolidated

financial statements and our audit firm

remained independent of the Group during

the terms of our mandate.

• The fees related to additional services

which are compatible with the statutory

audit as referred to in article 3:65 of the

Code of companies and associations were

duly itemised and valued in the notes to

the consolidated financial statements.

European Single Electronic Format (ESEF)

In accordance with the standard on auditing

the conformity of financial statements with

the European Single Electronic Format

(hereinafter “ESEF”), we also audited the

conformity of the ESEF format with the

regulatory technical standards established by

Commission Delegated Regulation (EU)

2019/815 of 17 December 2018 (hereinafter:

“Delegated Regulation”).

The managing body is responsible for

preparing, in accordance with ESEF

requirements, the consolidated financial

statements in the form of an electronic file in

ESEF format (hereinafter “digital consolidated

115

financial statements”) included in the annual

financial report.

It is our responsibility to obtain sufficient and

appropriate supporting information to

conclude that the format and mark-up

language of the digital consolidated financial

statements comply in all material aspects

with the ESEF requirements under the

Delegated Regulation.

Based on our work, we believe that the

format and the marking of information in the

official French version of the digital

consolidated financial statements included in

the annual financial report of MITHRA

PHARMACEUTICALS SA as at 31 December

2021 comply in all material aspects with the

ESEF requirements under the Delegated

Regulation.

Other statements

This report is in compliance with the contents

of our additional report to the Audit

Committee as referred to in article 11 of

regulation (EU) No 537/2014.

Battice, April 14, 2022

BDO Réviseurs d’Entreprises SRL

Statutory auditor

Represented by Cédric ANTONELLI

116

4. Consolidated statement of profit and loss

Year ended 31 December

Thousands of Euro (€)

Notes

2021

2020

Revenue

9.5

22,668

9,030

Cost of sales

9.20, 9.21

(15,724)

(3,457)

Gross profit

6,945

5,573

Research and development expenses

9.20, 9.21

(85,243)

(78,458)

General and administrative expenses

9.20, 9.21

(12,515)

(15,933)

Selling expenses

9.20, 9.21

(1,871)

(1,434)

Other operating income

9.19

4,809

6,574

Loss from operations

(87,875)

(83,678)

Change in fair value of contingent consideration payable

9.15, 9.17

(19,265)

(18,114)

Net fair value gains/(losses) on financial assets at fair value

through profit or loss

9.17

(6,351)

(4,925)

Financial income

9.23

2,838

1,782

Financial expenses

9.23

(13,116)

(5,987)

Loss before taxes

(123,769)

(110,922)

Income taxes

9.24

6,895

18,835

NET LOSS FOR THE PERIOD

(116,875)

(92,086)

Result for the purpose of basic loss per share, being net

loss

(116,875)

(92,086)

Weighted average number of shares for the purpose of basic

loss per share

43,429,809

40,988,235

Basic loss per share (in Euro)

9.25

(2.69)

(2.25)

Diluted loss per share (in Euro)

9.25

(2.69)

(2.25)

The accompanying notes are an integral part of these financial statements.

117

5. Consolidated statement of comprehensive loss

Year ended 31 December

Thousands of Euro (€)

Notes

2021

2020

Net loss for the period

(116,875)

(92,086)

Other comprehensive income or (loss)

(17,300)

3,000

Items that may be reclassified to profit or loss:

Currency translation differences

(66)

Gains/(losses) on cash flow hedges

9.17

(14,390)

10,415

Income taxes relating to these items

3,597

(2,576)

Items that will not be reclassified to profit or loss:

Changes in the fair value of equity investments at fair

value through other comprehensive income or loss

9.17

(6,508)

(4,772)

Total comprehensive loss for the period

(134,175)

(89,086)

Attributable to

Owners of the parent

(134,175)

(89,086)

Non-controlling interests

TOTAL COMPREHENSIVE LOSS FOR THE PERIOD

(134,175)

(89,086)

The accompanying notes are an integral part of these financial statements.

118

6. Consolidated statement of financial position

As at 31 December

Thousands of Euro (€)

Notes

2021

2020

ASSETS

Property, plant and equipment

9.7

38,354

29,921

Right-of-use assets

9.8

69,322

69,572

Goodwill

9.9

5,233

Other intangible assets

9.6

104,954

89,005

Deferred income tax assets

9.24

63,456

50,905

Contract assets

9.18

200

Derivatives financial assets

9.17

6,184

Investment in equity securities

9.17

31,898

18,088

Other non-current assets

9.10

9,263

14,401

Non-current assets

322,528

283,509

Inventories

9.11

43,852

35,382

Contract assets

9.18

12,522

51,472

Derivatives financial assets

9.17

100

2,881

Trade and other receivables

9.12

10,044

10,052

Other short-term deposits

Cash and cash equivalents

9.13

32,872

138,675

Current assets

99,389

238,475

TOTAL ASSETS

421,918

521,985

119

As at 31 December

Thousands of Euro (€)

Notes

2021

2020

EQUITY AND LIABILITIES

Share capital

9.14

32,250

31,271

Additional paid-in-capital

9.14

340,769

332,535

Other reserves

9.14

(2,545)

13,690

Accumulated deficit

(336,633)

(219,759)

Equity attributable to equity holders

33,840

157,737

Subordinated loans

9.15

11,629

12,610

Other loans

9.15

113,608

111,898

Lease liabilities

9.15

42,353

44,282

Refundable government advances

9.15

12,769

15,195

Other financial liabilities

9.15, 9.17

102,675

101,180

Derivatives financial liabilities

9.17

2,897

Contract liabilities

9.18

3,706

Provisions

9.28

266

Deferred tax liabilities

9.24

6,089

4,363

Non-current liabilities

292,285

293,500

Current portion of subordinated loans

9.15

1,314

1,002

Current portion of other loans

9.15

45,253

10,475

Current portion of lease liabilities

9.15

6,561

7,315

Current portion of refundable government advances

9.15

1,617

1,259

Current portion of other financial liabilities

9.15, 9.17

15,829

23,424

Derivatives financial liabilities

9.17

1,886

Trade and other payables

9.16

23,331

27,272

Current liabilities

95,793

70,747

TOTAL EQUITY AND LIABILITIES

421,918

521,985

The accompanying notes are an integral part of these financial statements.

120

7. Consolidated statement of changes in equity

Thousands of Euro (€)

Share capital

Additional

paid-in-

capital

Other reserves

Accumulated

deficit

Total

equity

Notes

9.14.1

9.14.2

Balance as at 1 January 2020

28,649

258,898

3,423

(127,673)

163,298

Net loss for the period

(92,086)

Currency translation differences

(66)

Gains/(losses) on cash flow hedges

7,838

Changes in the fair value of equity investments at fair value

through other comprehensive income or loss

(4,772)

Total comprehensive loss for the period

3,000

(92,086)

(89,086)

Capital increase of 23 June 2020, net of transaction costs

2,505

60,813

63,318

LDA capital increase of 5 August 2020, net of transaction

costs

117

1,733

1,850

Value of conversion rights on convertible bonds, net of

transaction costs

11,091

Share-based payments expense

7,267

Balance as at 31 December 2020

31,271

332,535

13,690

(219,759)

157,737

Balance as at 1 January 2021

31,271

332,535

13,690

(219,759)

157,737

Net loss for the period

(116,875)

Gains/(losses) on cash flow hedges

(10,792)

Changes in the fair value of equity investments at fair value

through other comprehensive income or loss

(6,508)

Total comprehensive loss for the period

(17,300)

(116,875)

(134,175)

Capital increase exercise of subscription rights 6 May 2021

749

2,752

3,501

LDA capital increase of 10 November 2021, net of

transaction costs

230

5,483

5,713

Share-based payments expense

1,065

Balance as at 31 December 2021

32,250

340,769

(2,545)

(336,634)

33,840

The accompanying notes are an integral part of these financial statements.

121

8. Consolidated statement of cash flow

As at 31 December

Thousands of Euro (€)

Notes

2021

2020

CASH FLOWS FROM OPERATING ACTIVITIES

Result from operations

(87,875)

(83,678)

Adjustments for:

Depreciation, amortization and impairment charges

9.6, 9.7, 9.8

10,426

9,767

R&D tax credit

9.19

(2,185)

(1,864)

Share-based payments

9.26

1,065

7,267

Realized foreign exchange gains/(losses)

9.23, 5

(1,247)

2,769

Grant income

9.19

(356)

(2,833)

Gain on derecognition of contingent consideration payable

(366)

Subtotal

(80,538)

(68,572)

Increase/(decrease) in trade and other payables

9.16

(2,048)

521

(Increase)/decrease in trade and other receivables

9.12

(341)

2,186

(Increase)/decrease in inventories

9.11

(8,470)

(19,105)

(Increase)/decrease in contract assets and liabilities

9.18

17,010

4,945

Net cash (used in)/ provided by operating activities

(74,387)

(80,025)

CASH FLOWS FROM INVESTING ACTIVITIES

Payment for acquisition of tangible fixed assets

9.7

(11,483)

(10,645)

Proceeds from disposal of tangible fixed assets

9.7

Payment for acquisition of intangible fixed assets

9.6

(9,699)

(5,585)

Other financial liabilities payments

9.17

(33,500)

Net cash (used in)/ provided by investing activities

(54,682)

(16,207)

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of subordinated loans and other loans

9.15

(49,845)

(36,431)

Repayment of refundable government advances

9.15

(804)

(927)

Proceeds from subordinated loans and other loans

9.15

83,600

35,556

Proceeds from refundable government advances and

other grants

9.15

5,835

Lease payments

9.15

(7,193)

(3,475)

Interests paid

9.23

(11,765)

(3,503)

Proceeds from issuance of shares (net of issue costs)

9.14

9,213

65,731

Proceeds from issuance of convertible bonds (net of

transaction costs)

9.14, 9.17

122,401

Net cash (used in)/provided by financing activities

23,245

185,187

Net increase/(decrease) in cash and cash equivalents

(105,824)

88,954

Cash and cash equivalents at beginning of year

138,675

49,720

Effects of exchange rate changes on cash and cash

equivalents

Cash and cash equivalents at end of period

32,872

138,675

The accompanying notes are an integral part of these financial statements,

122

9. Notes to the consolidated financial statements

General information

Mithra Pharmaceuticals SA (Euronext MITRA) is a Belgian biotech company dedicated to transforming Women’s

Health by offering new choices through innovation, with a particular focus on contraception and menopause.

Mithra’s goal is to develop products offering better efficacy, safety and convenience, meeting women’s needs

throughout their life span. Mithra explores the potential of the unique native estrogen estetrol in a wide range of

applications in women health and beyond. After having successfully launched the first estetrol-based product in

2021, the contraceptive pill Estelle®, Mithra is now focusing on its second product Donesta®, the next-generation

hormone therapy. Mithra also develops and manufactures complex therapeutics in the areas of contraception,

menopause and hormone-dependent cancers. It offers partners a complete spectrum of research, development and

specialist manufacturing at its technological platform Mithra CDMO.

Mithra Pharmaceuticals SA is a limited liability company (Société Anonyme) governed by Belgian law with its

registered office at Rue Saint-Georges 5, 4000 Liège, Belgium.

Significant changes in the current reporting period

The financial position and performance of the Group was particularly affected by the following events and

transactions during the reporting period:

• Estelle

obtained its Marketing authorization in Canada (March), the United States (April), Europe (May) and

Russia (September). Thanks to these authorizations, commercial launch of Estelle

has already successfully

occurred in the United States and Canada, under the trademark Nextstellis

, and in several European

countries under the trademark Drovelis

Note : For more details about the operations during this period, please refer to 9.15 Financial liabilities, to 9.6 Other

intangible assets and to 9.5 Segment information and revenue

• In June, Mithra signed an agreement with SVR Invest BV for the buy-back of all contingent payments linked

to Myring

and Zoreline

as well as for the acquisition of the full global licensing and distribution rights for

the Zoreline

implant.

Note : For more details about the operations during this period, please refer to 9.15 Financial liabilities, to 9.6 Other

intangible assets and to 9.5 Segment information and revenue

• To date, Mithra expects that its existing treasury position will be sufficient, based on the current scope of

activities, to fund operating expenses and capital expenditure requirements at least until twelve months

following the issuance of the report. The current cash position of EUR 32.9 million at 31 December 2021

strengthened by post-year end flexible equity financing agreement contracted with Goldman Sachs

International for EUR 100 million and a capital increase for an amount of EUR 8.1 million completed on 14

February 2022 under the LDA capital agreement facility will allow the Group to keep up with operating

expenses and capital expenditure requirements at least until April 2023.

Note : For more details about the operations during this period, please refer to 9.4.1 Going concern assessment and to 9.3.1

c Liquidity risk

Summary of Significant Accounting Policies

The consolidated financial statements are presented in thousands of euro (unless stated otherwise). The

consolidated financial statements for the financial year ended 31 December 2021 have been authorized for issue by

the Board of Directors of 12 April 2022. The financial statements have been prepared on historical cost basis. Any

exceptions to the historical cost price method are disclosed in the accounting policies described hereafter.

123

9.2.1. Basis of presentation

The financial statements have been prepared on a going concern basis and in accordance with the main accounting

principles set out in this section. The Group is expecting losses in the coming years, which is inherent to the current

stage of the Group’s business life cycle as a biotech company. In this respect, the following underlying assumptions

have been used:

• The continued positive evolution of the development of products and timely market approvals in countries

where the products will be filed;

• The availability of additional financial resources to deal with the remaining development expenses and to

fund the cash requirements in the first years of commercialization of the different products.

• The consolidated financial statements were prepared in accordance with IFRS as adopted by the European

Union (“EU”).

9.2.2. Significant accounting policies

The financial statements have been prepared in accordance with the same accounting policies adopted in the

Group’s last annual financial statements for the year ended 31 December 2020 and are consistent with them.

Following Estelle® Marketing authorization, intellectual property rights and internally generated research and

development for this project are now considered as available for use. Amortization is calculated using the straight-

line method to allocate the cost of these intangibles on the longest of the patent protection life and the useful life of

the product. The estimated useful life and amortization method are reviewed at the end of each reporting period.

The new standards and interpretations effective for the first time for periods beginning on (or after) 1 January 2021

do not impact the Group’s consolidated financial statements.

The accounting policies have been applied consistently across the Group for the purposes of preparation of these

financial statements.

9.2.3. Use of accounting judgments, estimates and assumptions

When preparing the financial statements, management undertakes a number of judgments, estimates and

assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may

differ from the judgments, estimates and assumptions made by management, and will seldom equal the estimated

results.

The judgments, estimate and assumptions applied in the financial statements, including the key sources of

estimation uncertainty, are disclosed in note 9.4, Critical accounting estimates and judgments.

9.2.4. Changes in accounting policies and disclosures

During the current financial period, the Group has adopted all the new and revised Standards and Interpretations

issued by the International Accounting Standards Board (IASB) and the International Financial Reporting

Interpretations Committee (IFRIC) of the IASB as adopted by the European Union and effective for the accounting

year starting on January 1, 2021. The Group has not applied any new IFRS requirements that are not yet effective as

of December 31, 2021.

The following new Standards, Interpretations and Amendments issued by the IASB and the IFRIC as adopted by the

European Union are effective for the financial period.

• IFRS 3 Business Combinations – Amendments to clarify the definition of a business (October 2018)

• Amendments to IFRS 9, IAS 39 and IFRS 7 – Interest Rate Benchmark Reform - Phase 1 (September

2019)

• IAS 1 Presentation of Financial Statements – Amendments regarding the definition of material

(October 2018)

• IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors – Amendments regarding the

definition of material (October 2018)

• Amendments to References to the Conceptual Framework in IFRS Standards (March 2018)

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Summary of Standards and Interpretations issued but not yet effective in the current period

The Group elected not to early adopt the following new Standards, Interpretations and Amendments, which

have been issued by the IASB and the IFRIC but are not yet effective as per December 31, 2021 and/or not yet

adopted by the European Union as per December 31, 2021 and for which the impact might be relevant:

• Amendment to IFRS 16, ‘Leases’ – COVID-19 related rent concessions Extension of the practical

expedient*

• A number of narrow - scope amendments to IFRS 3, IAS 16, IAS 37 and some annual improvements

on IFRS 1, IFRS 9, IAS 41 and IFRS 16*

• Amendments to IAS 1, Presentation of financial statements’, on classification of liabilities*

• Narrow scope amendments to IAS 1, Practice statement 2 and IAS 8*

• Amendment to IAS 12 – deferred tax related to assets and liabilities arising from a single transaction*

• IFRS 17, ‘Insurance contracts’, as amended in December 2021*

* Not yet endorsed by the EU as of December 31, 2021

None of the other new standards, interpretations and amendments, which are effective for periods beginning

after January 1, 2021 which have been issued by the IASB and the IFRIC but are not yet effective as per

December 31, 2021 and/or not yet adopted by the European Union as per December 31, 2021, are expected to

have a material effect on the Group's future financial statements.

9.2.5. Basis of consolidation

a) Subsidiaries

The consolidated financial statements include all the subsidiaries over which the Group has control,

Control is achieved when the investor

• has power over the investee;

• is exposed or has rights to variable returns from its involvement with the investee; and

• has the ability to use its power to affect its returns.

If facts and circumstances indicate that there are changes to one or more of the three elements of control listed above,

the investor shall reassess whether it controls the investee.

Subsidiaries are fully consolidated from the date on which control is transferred to the group, they are deconsolidated

from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the group (refer to note 9.2.6)

Intercompany transactions and balances, as well as unrealised gains on transactions between group companies are

eliminated, Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the

transferred asset, Accounting policies of subsidiaries have been changed where necessary to ensure consistency with

the policies adopted by the group.

Any non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated

statement of profit or loss, statement of comprehensive income, statement of changes in equity and statement of

financial position, respectively.

b) Associates

An associate is an entity over which the Group has significant influence, Significant influence is the power to participate

in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to

the net asset of the joint arrangement, Joint control is the contractually agreed sharing of control of an arrangement,

which exists only when decisions about the relevant activities require unanimous consent of the parties sharing

control.

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The results and assets and liabilities of associates or joint ventures are incorporated in these consolidated financial

statements using the equity method of accounting. Under the equity method, an investment in an associate or

joint venture is initially recognised at cost and adjusted for the Group’s share of the profit or loss and other

comprehensive income of the associate or joint venture. When the Group’s share of losses of an associate or joint

venture exceeds its interest in that associate or joint venture, the Group discontinues recognising its share of further

losses.

An investment in an associate or joint venture is accounted for using the equity method from the date on which the

investee becomes an associate or a joint venture. On acquisition of the investment, any excess of the cost of the

investment over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is

recognized as goodwill, which is included within the carrying amount of the investment. The requirements of IAS 39

are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group’s

investment in an associate or a joint venture. When necessary, the entire carrying amount of the investment

(including goodwill) is tested for impairment in accordance with IAS 36 (Impairment of Assets), by comparing its

recoverable amount with its carrying amount. Any impairment loss recognised forms part of the carrying amount of

the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the

recoverable amount of the investment subsequently increases.

9.2.6. Business combinations

The Group applies the acquisition accounting method to account for business combinations. Identifiable assets

acquired, and liabilities and contingent liabilities assumed, are, with limited exceptions, measured initially at their fair

values at the acquisition date. The consideration transferred for the acquisition of a subsidiary is the fair value of the

assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interest issued by the

Group. This includes the fair value of any contingent consideration. Where the consideration transferred, together

with the non-controlling interest, exceeds the fair value of the net assets, liabilities and contingent liabilities acquired,

the excess is recorded as goodwill. The costs of acquisition are charged to the income statement in the period in which

they are incurred.

Where not all of the equity of a subsidiary is acquired, the non-controlling interest is recognised either at fair value or

at the non-controlling interest’s share of the net assets of the subsidiary, on a case-by-case basis. Changes in the

Group’s ownership percentage of subsidiaries are accounted for within equity.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to

their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being

the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and

conditions.

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability

are subsequently remeasured to fair value with changes in fair value recognised in profit or loss.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held

equity interest in the acquire is remeasured to fair value at the acquisition date. Any gains or losses arising from such

remeasurement are recognised in profit or loss.

9.2.7. Segment information

An operating segment is a component of an entity:

• which exercises operating activities with which profits are being gained and with which costs can be made

(including profits and costs from transactions with other components of the entity);

• of which the operational results are being judged regularly by the highest function of the entity who can take

important operational decisions in order to make decisions regarding the allocation of resources and to

evaluate the financial results of the segment and;

• for which separate financial information is available. That is engaged either in providing specific products or

services (business segment), or in providing products or services within a particular economic environment

(geographical segment), which is subject to risks and rewards that are different from those of other

segments.

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9.2.8. Foreign currency translation

The Group’s consolidated financial statements are presented in Euros, which is also the parent company’s functional

currency.

Foreign currency transactions are translated into the functional currency of each entity using the exchange rates

prevailing at the dates of the transactions. At the end of each reporting period the entity shall (a) translate the foreign

currency monetary items at closing rate, (b) translate non-monetary items measured at historical cost in a foreign

currency, using the exchange rate of the transaction date, (c) translate non-monetary items measured at fair value

in a foreign currency using the exchange rates at the date the fair value was determined. Foreign exchange gains

and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates

of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement within

‘financial income or cost’.

On consolidation, assets and liabilities including related goodwill of components of the Group, are translated into

Euros at the financial year’s closing rate. Exchange adjustments arising when translating the financial statements of

foreign subsidiaries, and those arising on loans to or from a foreign operation for which settlement is neither planned

nor likely to occur and which therefore form part of the net investment in the foreign operation, are recognized initially

in other comprehensive income and reclassified from equity to profit or loss on disposal or partial disposal of the net

investment.

9.2.9. Intangible assets

a) Research & development costs

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally generated intangible asset arising from development is recognised to the extent that all conditions

for capitalisation have been satisfied as specified in IAS 38:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale;

• the intention to complete the intangible asset and use or sell it;

• the ability to use or sell the intangible asset;

• how the intangible asset will generate probable future economic benefits;

• the availability of adequate technical, financial and other resources to complete the development and to use

or sell the intangible asset; and

• the ability to measure reliably the expenditure attributable to the intangible asset during its development.

This recognition is conventional when a regulatory filing has been made in a major market and the approval from the

regulators is considered as highly probable. Some of its products which are capitalised as from current year do not

require any regulatory approval.

The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from

the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated

intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it

is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated

amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired

separately.

b) Acquired intangible assets

Separately acquired intangible assets are shown at historical cost. Contingent payments based on future

performance are an attribute of a fair value measurement throughout the life of the asset. The contingent payments

will be disclosed as a contingent liability. When the contingent liability becomes a liability the re-measurement at the

end of each reporting period shall be accounted for as an adjustment to the cost of intangible assets to the extent

that it relates to future benefits and reporting periods. Intellectual property rights, patents, licenses, know-how and

software with a finite useful life are carried at cost less accumulated amortisation. Amortisation is calculated using

the straight-line method to allocate the cost of these intangibles over their estimated useful lives of 7 to 10 years

and starts at the moment the assets are available for use.

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In the event an asset has an indefinite life, this fact is disclosed along with the reasons for being deemed to have an

indefinite life.

Intangible assets acquired in a business combination, including in-process research and development, are

initially measured as explained in paragraph 9.2.6

9.2.10. Property, plant and equipment

Property, plant and equipment is carried at historical cost, less subsequent depreciation. Historical costs are

capitalized and include expenditure that is directly attributable to the acquisition of the assets, expenditure for

bringing the asset to the location and condition necessary for it to be capable of operating in the intended manner,

including the in-house development costs.

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset, here

the CDMO platform, form part of the cost of that asset. Other borrowing costs are recognised as an expense.

Borrowing costs are interest and other costs that Mithra CDMO incurs in connection with the borrowing of funds.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only

when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the

item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repair and

maintenance expenses are charged to the profit and loss during the financial period in which they are incurred.

Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their

cost to their residual values over their estimated useful lives, as follows:

• Buildings and components: 15-30 years

• Machinery: 5-15 years

• Vehicles: 3-5 years

• Furniture and equipment: 5-8 years

• ICT and other equipment: 3-5 years

Specific machines are depreciated using unit of production depreciation method.

The acquisition value of the assets have been analysed by component and specific useful lives and residual values

were applied to each of them. The residual value of the building is estimated to correspond to the cost of the structure

of the building. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s

carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are

recognised within ‘Other operating income or expenses’ in the income statement.

9.2.11. Impairment of tangible, intangible assets and of goodwill

Assets with an indefinite useful life are tested for impairment annually and at each reporting date, and whenever there

is an indication that the asset might be impaired. Assets that are subject to amortisation are reviewed for impairment

whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The

recoverable amount is the higher of fair value less costs to sell and value in use. To determine fair value less cost to

sell, the forecasted future cash flows are discounted to their present value using a pre-tax discount rate that reflects

current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset or cash-generating unit is estimated to be less than the carrying amount, the

carrying amount of the asset is reduced to its recoverable amount. A cash-generating unit is the smallest identifiable

Group of assets that generates cash inflows that are largely independent of the cash flows from other assets or

Group of assets. An impairment loss is immediately recognised as an expense. Intangible and tangible assets other

than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised

estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount

that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of

an impairment loss is recognised as income. An impairment loss recognised for goodwill shall not be reversed in a

subsequent period

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9.2.12. Inventories

The inventories mainly consist of raw material, semi-finished goods and finshed goods.

Trade goods are valued at the lower of cost and net realisable value. Cost is determined using the first-in, first-out

(FIFO) method. Net realisable value represents the estimated selling price less all estimated costs of completion and

costs to be incurred in marketing, selling and distribution.

Write-offs are performed based on the shelf life of the products.

Regarding pre-launch inventory, we record them once the product has attained a stage in the development process

of having been subject to a market authorization application filing and has a well characterized manufacturing

process. In addition, we must have an internal sales forecast that includes an assessment that sales will exceed the

manufacturing costs plus the expected cost to distribute the product. Finally, product stability data must exist so

that we can assert that capitalized inventory is anticipated to be sold, based on the sales projections noted above,

prior to anticipated expiration of a product’s shelf life. If approval for these product candidates is not received, or

approval is not received timely compared to our estimates for product shelf life, we will write-off the related amounts

of pre-launch inventory in the period of that determination.

9.2.13. Trade receivables

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course

of business and are recognized initially at fair value and subsequently measured at amortised cost using the effective

interest method less allowance for expected credit losses.

9.2.14. Other Short-term investments

Term deposits with an initial term of more than three months are held to maturity and measured at amortized cost.

9.2.15. Cash and cash equivalents

Cash and cash equivalentsare carried in the balance sheet at nominal value. For the purposes of the cash flow

statement, cash and cash equivalents comprise cash on hand and deposits held on call with banks. In the balance

sheet, bank overdrafts, if any, are included in borrowings in current liabilities.

9.2.16. Share capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a

deduction, net of tax, from the proceeds.

Equity instruments issued by the Company are recorded in the amount of the proceeds received, net of direct

issue costs.

9.2.17. Convertible bond

The Group issued a Euro-denominated bond in December 2020, convertible into a fixed number of equity instruments

(conversion price of EUR 25.1917). It is deemed as a “compound instrument”, comprising both a liability and an equity

component:

- The issuer’s obligation to pay interest and, potentially, to redeem the bond in cash, is a financial liability; and

- The holder’s right to call for shares of the issuer is an equity instrument.

The economic effect of issuing such an instrument is substantially the same as simultaneously issuing a debt

instrument with an early settlement provision and warrants to purchase ordinary shares or issuing a debt instrument

with detachable share purchase warrants.

The liability and equity components are accounted for separately, and the liability and equity components shown

separately in the statement of financial position. This treatment is commonly referred to as “split accounting”. On

initial recognition of a compound instrument such as a convertible bond, IAS 32 requires the issuer to:

(a) Identify the various components of the instrument;

(b) Determine the fair value of the liability component (see below); and

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liability component determined in (b) above.

The liability component of the convertible bond is measured first, at the fair value of a similar liability that does not

have an associated equity conversion feature. The Group has also an option to redeem the bond under certains

conditions (soft call option). This call meets the definition of an embedded derivative but was not accounted for as

a separate derivative because the repayment price is equal to the amortized cost of the host debt instrument and

therefore under one of the exceptions in IFRS 9. Indeed, it is to be considered to be ‘closely related’ to the debt host

contract and consequently, no separate accounting is required for the call option.

In practical terms, the measurement at the fair value of a similar liability that does not have an associated equity

conversion feature is done by determining the net present value of all potential contractually determined future cash

flows under the instrument (principal and interest), discounted at the rate of interest applied by the market at the

time of issue to instruments of comparable credit status and providing substantially the same cash flows, on the

same terms, but without the conversion option. The fair value of any embedded non-equity derivative features is then

determined and included in the liability component. Thereafter, the liability component is accounted for in

accordance with the requirements of IFRS 9 for the measurement of financial liabilities.

The equity component is recorded as the difference between the fair value of the compound instrument (the total

issue proceeds of the bond) and the liability component as determined above. The methodology of “split accounting”

in IAS 32 has the effect that no gain or loss arises from the initial recognition of the separate components of the

instruments.

After initial recognition, the classification of the liability and equity components of the convertible bond is not revised,

for example as a result of a change in the likelihood that a conversion option will be exercised. The amount originally

credited to equity is subsequently neither remeasured or reclassified to profit or loss. The effective interest rate

(6.89%) shown in profit or loss for the convertible bond is equivalent to the rate that would have been paid for non-

convertible debt increased by the transaction costs, while coupon is fixed at 4.25%. In effect, the dilution of

shareholder value represented by the embedded conversion right is shown as an interest expense.

9.2.18. Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of

business from suppliers.Trade payables are recognised initially at fair value and subsequently measured at

amortised cost using the effective interest method.

9.2.19. Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried

at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is

recognised in the profit or loss over the term of the borrowings using the effective interest method.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that is

probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down

occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the

fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

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9.2.20. Current and deferred income tax

The tax expense or credit for the period comprises current and deferred tax. Tax is recognised in the income

statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the

balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income.

Management periodically evaluates positions taken in tax returns with respect to situations in which applicable

tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts

expected to be paid to the tax authorities.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases

of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax

liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is not accounted

for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at

the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined

using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are

expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available

against which the temporary differences can be utilised.

9.2.21. Leases liabilities

The Group leases various offices and cars.

The Group has applied IFRS 16 to all contracts in force at 1 January 2019 and previously identified as leases in

accordance with IAS 17 and IFRIC 4.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the

net present value of the following lease payments:

• fixed payments (including in-substance fixed payments), less any lease incentives receivable;

• variable lease payments that are based on an index or a rate;

• amounts expected to be payable by the lessee under residual value guarantees;

• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and

• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease term covers the non-cancellable period for which the Group has the right to use an underlying asset,

together with both:

(a) periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option; and

(b) periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the

lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds

necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.

Right-of-use assets are measured at cost comprising the following:

• the amount of the initial measurement of lease liability;

• any lease payments made at or before the commencement date less any lease incentives received;

• any initial direct costs; and

• restoration costs.

The Group measures its right-of-use assets similarly to other non-financial assets (such as property, plant and

equipment) and lease liabilities similarly to other financial liabilities. Therefore, the nature of the expenses related to

those leases changes as we recognize a depreciation of the right-of-use assets and an interest expense on the lease

liabilities. The depreciation is done on a straight-line basis.

Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis

as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.

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9.2.22. Revenue recognition

Net sales encompass revenue recognised resulting from transferring control over products sold to customers.

• In addition, the Group has entered into a number of contracts through which it “out-licenses” to customers

the IP

it developed related to drugs that have not yet received regulatory approval. Generally, under the

terms of the license, the licensee can further develop the IP, and manufacture and/or sell the resulting

commercialized product. The Group typically receives an upfront fee, milestone payments for specific

clinical or other development-based outcomes, and sales-based milestones or royalties as consideration for

the license. Some arrangements also include ongoing involvement by the Group, who may provide R&D

and/or manufacturing services relating to the licensed IP.

• Licenses coupled with other services, such as R&D, must be assessed to determine if the license is distinct

(that is, the customer must be able to benefit from the IP on its own or together with other resources that

are readily available to the customer, and the Group’s promise to transfer the IP must be separately

identifiable from other promises in the contract). If the license is not distinct, then the license is combined

with other goods or services into a single performance obligation. Revenue is then recognised as the Group

satisfies the combined performance obligation.

• If the license is distinct, revenue is recognised at the point in time the license is granted to the extent that

the license provides the customer a “right to use” of a company’s IP as it then exists. Revenue from a distinct

license is recognized over time if and only if the license is qualified as “right to access”, which is the case

when the three following criteria are met:

a) The entity (is reasonably expected to) undertakes activities that will significantly affect the IP to which

the customer has rights;

b) The customer’s rights to the IP expose it to the positive/negative effects of the activities that the entity

undertakes in (a);

c) No goods or services are transferred to the customer as the entity undertakes the activities in (a).

• Milestone payments represent a form of variable consideration as the payments are contingent on the

occurrence of future events. Milestone payments are estimated and included in the transaction price based

on either the expected value (probability-weighted estimate) or most likely amount approach. The most likely

amount is the most predictive for milestone payments with a binary outcome (i.e., the Group receives all or

none of the milestone payment). Variable consideration is only recognised as revenue when the related

performance obligation is satisfied, and the company determines that it is highly probable that there will not

be a significant reversal of cumulative revenue recognised in future periods. This then results in a catch up

of revenue at that moment for any performance obligations satisfied until that moment.

• Sales-based royalties received in connection with the license of IP, also called variable supply prices

represent a form of variable consideration as the payments are contingent on the occurrence of future

events which is customer’s subsequent sales. Variable supply prices payments are estimated and included

in the transaction price based when the order is made available to the customer (Ex Works sales), the Group's

performance obligation is fully fulfilled. Variable income can therefore be recognized at the same time as

fixed income if it is considered highly probable (in the relatively short term (<1 year).

• For R&D services agreement where no license is granted, revenue is recognised over time using the output

methods for determining the stage of completion of the services.

• For manufacturing and supply agreements, revenue is recognised at a point in time when the transfer of

control over the related products is achieved.

• The Group takes advantage of the practical expedients (i) not to account for significant financing

components where the time difference between receiving consideration and transferring control of goods

(or services) to its customers is one year or less and (ii) to expense the incremental costs of obtaining a

contract when the amortisation period of the asset otherwise recognised would have been one year or less.

Intellectual property

Research and development

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Contract assets and liabilities

• Contract assets arise when the Group recognises revenue in excess of the amount billed to the customer

and the right to payment is contingent on conditions other than simply the passage of time, such as the

completion of a related performance obligation.

• Contract liabilities represent the obligation to transfer goods or services to a customer for which the Group

has received consideration (or an amount of consideration is due) from the customer. If a customer pays

consideration before the Group transfers goods or services to the customer, a contract liability is recognised

when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised

as revenue when the Group performs under the contract.

9.2.23. Government grants and advances

Government grants are recognised as revenue on a systematic basis over the periods in which the entity recognises

the related costs as expenses for which the grants are intended to compensate.

Refundable advances are accounted for as interest free loans for which the benefit of the below-market rate of interest

is treated as a government grant. The benefit of the below-market rate of interest is measured as the difference

between the initial fair value of the loan and the proceeds received. Accordingly, when estimating the liability, the

Company (i) determines its best-estimate of the period during which it will benefit from the advance and (ii)

determines the amount of the liability as the difference between the nominal amount of the loan and its discounted

and risk-adjusted value using a market rate for a liability with similar risk profile to the Company. The liability is

subsequently measured at amortised cost using the cumulative catch-up approach under which the carrying amount

of the liability is adjusted to the present value of the future estimated cash flows, discounted at the liability’s original

effective interest rate. The resulting adjustment is recognised within profit or loss. When there is reasonable

assurance that the Company will comply with the conditions attaching to the grant, and that the grant will be received,

the benefit is accounted for in deduction of the related research and development expenses that it is intended to

compensate.

Repayment of refundable advances may be forgiven in certain circumstances. The liability component of refundable

advances is treated as a government grant and taken to income only when there is reasonable assurance that the entity

will meet the terms for forgiveness of the advance.

9.2.24. Share-based payment arrangements

Equity-settled share-based payments to employees and others providing similar services are measured at the fair

value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled

share- based payment transactions are set out in note 9.26.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-

line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with

a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number

of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in

profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the

equity- settled share-based payment reserve.

If the entity cancels or settles a grant of equity instruments during the vesting period (other than a grant cancelled

by forfeiture when the vesting conditions are not satisfied), the entity accounts for the cancellation or settlement as

an acceleration of vesting and shall recognise immediately the amount that otherwise would have been recognised

for services received over the remainder of the vesting period.

The Group currently does not have cash-settled share-based payment arrangements.

Regarding non-employee share-based payment awards, there are measured at the fair value of the consideration

received or the fair value of the equity instruments issued, whichever can be more reliably measured. The

measurement date for equity-classified non-employee share-based payment awards is the earlier of the date at

which:

• A commitment for performance by the counterparty is reached, and

• The date at which the counterparty’s performance is complete.

133

9.2.25. R&D tax credit

Companies that invest in research and development of new environmentally friendly products and advanced

technologies can benefit from increased investment incentives or a tax credit following Belgian tax law, according to

each company's choice. The tax credit may be calculated either as a one-off credit or spread over the depreciation

period. Excess tax credit is carried forward, and the remaining balance after five years is refunded, which may result

in a cash benefit. The tax credit applies to tangible and intangible fixed assets used for R&D of new products and

technologies that do not have a negative impact on the environment (green investments), including R&D expenses

capitalized under Belgian GAAP.

The tax credit should be claimed in the year in which the investment takes place.

Regarding the accounting treatment, the Group follows IAS 20 after assessing its situation carefully because the tax

credit can be directly settled in cash and some conditions not related to taxes for receiving the tax credit exist. Tax

credit is presented as other operating income in the Consolidated Statement of Income.

9.2.26. Investments in equity securities

The group has elected to recognise changes in the fair value of certain investments in equity securities in Other

comprehensive income (for those that are strategic investments, not held for trading). The changes are accumulated

through other comprehensive income to Other reserves within equity. The group transfers amounts from this reserve

to retained earnings when the relevant equity securities are derecognized.

9.2.27. Derivative financial instruments and hedging activities

The Group enters into derivative financial instruments to manage its exposure to foreign exchange rate risk arising

from operational activities (cash flow hedges). The Group’s policy is not to enter into speculative transactions,

Derivative financial instruments are initially recognized at fair value and are subsequently revalued to fair value at

each reporting date.

a) Derivatives qualifying for cash flow hedging

For qualifying hedge relationships, the Group documents at the inception of the transaction the relationship between

hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking the

hedge.

The effective portion of changes in the fair value of derivative financial instruments qualifying as cash flow hedges

is recognized in the cash flow hedge reserve within equity. Gains or losses relating to the ineffective portion are

recognized in the income statement. Amounts deferred in equity are subsequently released to the income statement

in the periods in which the hedged item impacts the income statement. However, if a committed or forecast

transaction is no longer expected to occur, then the cumulative gain or loss that was reported in equity is immediately

transferred to the income statement.

b) Derivatives which do not qualify for hedging

Changes in fair value of derivative financial instruments that do not qualify for hedge accounting are immediately

recognized in the income statement.

Financial risk management

9.3.1. Financial risk factors

a) Market risk

The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to

minimize potential adverse effects on the Group’s financial performance.

Cash flow and fair value interest rate risk

The Group’s interest rate risk arises from long-term and short-term borrowings. Borrowings issued at variable rates

expose the Group to cash flow interest rate risk, but the current interest rate environment in Europe is stable, with

interest rates even being negative. Borrowings issued at fixed rates expose the Group to fair value interest rate risk.

134

Group policy is to maintain the majority of its long-term borrowings in fixed rate instruments. All borrowings are euro

denominated.

Based on the simulations performed, the impact on post tax profit and equity of a 1% shift would not be significant.

Foreign exchange risk

The Group is materially exposed to both the USD and the AUD. Any future exchange rate risks that might materially

expose the Group will be monitored closely. If appropriate, adequate mitigating actions will be taken.

The main part of the exposure to US dollar at year-end 2021 is related to a significant backlog of license milestones

to be collected in the coming years under the US License and Supply contract signed with Mayne Pharma

(216.960k USD of regulatory and sales related milestone payments). A milestone payment of 8.750k USD had already

been collected at inception of the contract and immediately converted into Euros. As a result of receiving FDA

approval for Estelle® in 2021, an additional milestone payment of 11 .000k USD has been collected and converted

into Euros with the partial settlement of derivative financial instruments. These two milestones were no longer

carrying a US dollar exposure at year end as they were collected and converted in Euros.

Since 2020, the Group uses derivative financial instruments to manage its exposure to foreign exchange rate risk

arising from operational activities (cash flow hedges). Mithra’s risk management objective is to hedge the USD

exposure arising from the Estelle

license and supply agreement contracted in USD between Mithra and Mayne

Pharma LLC. This exposure is hedged with FX forwards maturing in the period 2020-2025.The derivative financial

instruments are initially recorded at fair value on balance sheet and are subsequently revalued to fair value through

OCI at each reporting date. Positive fair values are reported as assets, negative fair values as liabilities, and as

current/non-current based on maturities of hedging contracts.

The maturity table for the outstanding foreign currency hedges (forward sale of USD against EUR) is the following:

Time to maturity

Hedged Amounts (kUSD)

Average Hedge Rate

- < 1 year

106,960

1.17

- 1-2 years

30,000

1.21

- 2-5 years

80,000

1.25

Total

216,960

1.20

If USD was to weaken against EURO implying a 10% increase of the forward rate, compared to year-end USD forward

rates used for the fair value measurement, these fair values of hedging contracts would be expected to increase

from EUR -4,683k to EUR 12,143k. In case of 10% strengthening of USD forward rates against EURO, fair values

would be expected to decrease to EUR -25,247k.

Example with a 10% weakening USD :

Forward rates

recalculated at

31/12/21

MTM's at

31/12/21 in EUR

Fwd rates -10%

MTM's 10% USD

weakening in EUR

Delta in EUR

1.1378

-361,224

1.2516

238,002

-599,227

1.1373

-515,689

1.2511

363,554

-879,243

1.1375

64,425

1.2513

2,062,384

-1,997,958

1.1380

35,882

1.2518

1,111,117

-1,075,235

1.1521

-1,009,389

1.2673

2,936,087

-3,945,476

1.1741

-713,011

1.2915

1,609,858

-2,322,869

1.1982

-1,032,655

1.3181

2,002,075

-3,034,730

1.2241

-1,150,981

1.3465

1,819,640

-2,970,621

-4,682,643

12,142,716

-16,825,359

135

Since end of 2020, EURO has weakened significantly towards USD, with the foreign currency spot rate decreasing

from 1,19 to 1,13. This has caused the market value of FX derivative hedges to decrease from EUR 3 574k at 31

December 2020 to EUR -4 683k at 31 December 2021. The average hedge rates are made of an FX spot element

which was quoted on the trading date to which our counterparties (banks) added CVA (Credit Valuation Adjustment)

and KVA (Capital Valuation Adjustment) elements. For the fair value calculations, the FX spot element and other

adjustments at the year-end closing were also considered.

The US License and Supply contract was also structured with consideration received in the form of Mayne Pharma’s

ordinary shares. Mayne Pharma issued 4.95% of their outstanding shares to Mithra when signing the contract (a

financial asset at fair value through other comprehensive income at year-end) and a further 4.65% has been issued

after reception of FDA approval in 2021 (reception of 85.8 million ordinary shares) allowing the Company to become

the first shareholder (with 9.57%) of Mayne Pharma Group Ltd, an Australia-listed company on ASX.

Contract asset related to the second part of Mayne shares receivable was reversed and the EUR 20.3 million (value

of shares at the emission date with 0,37 AUD/share on ASX) booked under equity securities.

These two equity tranches represent 168.872.626 ordinary shares of Mayne Pharma which at year-end at 0.3

AUD/share on the Australian Stock Exchange (ASX) would represent AUD 49.8 million compared to AUD 58,2 million

last year.

This Australian dollar exposure was still not hedged at year-end as the share price has continued to be very volatile.

It was then complex to determine an underlying Australian dollar amount to be hedged, and to apply in consequence

a net investment hedge accounting treatment (using FX forward contracts).This exposure will of course be closely

monitored and a net investment strategy (potentially on part of the underlying value) might be considered in the

future.

Price risks

The Group is exposed to price risks since 2019. The main part of the exposure to price risks at year-end 2021 was

related to a significant backlog of license milestones to be collected in the coming years under the US License and

Supply contract signed with Mayne Pharma (up to 216.960k USD of regulatory and sales related).

Mithra will receive down payment and milestone fees in equity & cash of at least around USD 290 million. In addition

to that, a transfer price comprising fixed and variable components based on a percentage of high double-digit net

sales over a 20-year period.

The reception of 85.8 million ordinary shares (an Estelle® out-licensing milestones for the US territory), allowing the

Company to become the first shareholder (with 9.57%) of Mayne Pharma Group Ltd, an Australia-listed company on

ASX, reduced the global price risks from last year because the share’s price is conditioned to the stock market price

conditions since Mayne Pharma is quoted on the Australian Stock Exchange (ASX).

b) Credit risk

Credit risk relates to the risk that a counterparty will fail to fulfil their contractual obligations with the result that the

Group would suffer a loss. The Group’s policy focuses on only working with creditworthy counterparties and, where

necessary, requiring adequate securities. Information about the creditworthiness of counterparties is provided by

independent rating agencies and, if this is not available, the Group uses information that is publicly available as well

as its own internal records. Credit risk is managed by the financial department of the parent company by means of

individual follow-up of credit per counterparty and credit insurance coverage.

An aging analysis of the debtor is also evaluated on a regular basis for potential doubtful debts. An analysis of trade

receivables at 31 December 2021 and 31 December 2020 is shown below.

Thousands of Euro (€)

Past due but not impaired

Year

Carrying amount

Neither impaired nor past

due

0-60

days

61-90

days

91-120 days

>120 days

2021

6,952

2,749

2,591

1,092

520

2020

6735

6,096

450

122

136

IFRS 9 requires the Group to recognise a loss allowance for expected credit losses on trade receivables and contract

assets. In particular, the Group applies the simplified approach to providing for expected credit losses prescribed by

IFRS 9, which permits the use of the lifetime expected loss allowance for all trade receivables. The Group allows an

average debtor’s payment period of 30 days after invoice date. To measure the expected credit losses, trade

receivables have been grouped based on shared credit risk characteristics and the days past due. In assessing the

credit risk characteristics, the group takes into account any indicators of impairment up until the reporting date, and

it apply a definition of default that is consistent with the definition used for internal credit risk management purposes

and consider qualitative factors where appropriate. Given the current nature of trade receivables, the loss allowance

provision as at year-end is zero.

It is management’s opinion that at the above reporting dates no further provision for doubtful debts was required.

The above table shows the analysis of trade receivables out of contract assets, which are neither impaired nor past

due.

The overall collectability risk for the remaining debt can be considered as immaterial as per management’s

computation following IFRS 9.

The credit risk on cash investments or cash available on banks accounts is limited given that the counterparties are

banks with high credit scores attributed by international rating agencies. The financial institutions have credit ratings

varying from A to AA- (upper-medium grade) and are thus considered as low credit risk.

c) Liquidity risk

Thanks to the successful IPO, subsequent capital increases, convertible bond, the capital commitment line with LDA

Capital Limited for up to EUR 50 million, committeed bank loans of EUR 35 million for which maturities have been

extended until March 2023 (fully drawn), and an additional financing agreement contracted in 2022 with Goldman

Sachs for EUR 100 million (of which EUR 60 million could be drawn in 2022), the Group maintains sufficient cash to

finance its business development strategy, and to carry on its R&D expenses. Management reviews cash flow

forecasts on a regular basis to determine whether the Group has sufficient cash reserves to meet future working

capital requirements and to take advantage of business opportunities.

The liquidity risk mainly relates to non-current borrowings. The non-current debts primarily relate to contingent and

deferred consideration payable in relation to historical acquisitions.

The maturity analysis of non-derivative financial liabilities is shown below.

137

Thousands

of Euro (€)

Less than

3 months

Between 3

months and 1

year

Between 1

and 2 years

Between 2

and 5 years

Over 5 years

Total

At 31 December 2021

26,796

22,996

105,761

301,637

53,141

510,330

Subordinated loans & other loans

903

1,931

38,225

8,970

12,347

62,376

Convertible bonds

5,313

135,625

146,250

Lease liabilities

2,562

5,217

6,331

16,577

21,893

52,579

Contingent consideration payable &

refundable government advances

10,536

55,892

140,465

18,901

225,794

Trade and other payables

23,331

At 31 December 2020

55,939

19,118

41,565

253,415

184,510

554,548

Subordinated loans & other loans

5,056

1,771

2,763

7,202

12,356

29,149

Convertible bonds

5,313

140,938

151,563

Lease liabilities

3,611

5,662

7,201

18,911

28,113

63,499

Contingent consideration payable &

refundable government advances

20,000

6,373

26,289

86,364

144,041

283,066

Trade and other payables

27,272

In December 2020, the Group has completed a placement of EUR 125 million senior unsecured convertible bonds

due 17 December 2025. The annual coupon of 4.250% is included in the table above.

Post year-end, the maturities of straight loans ING & BELFIUS, presented under subordinated loans & other loans for

an amount of EUR 35 million as per December 31, 2021, have been extended to March 31, 2023.

The contingent consideration for Estetra has been included for the remaining cash payments of 185 million knowing

that there is still uncertainty about the payment period given the evolution of the group's cash position. The difference

between the above table and the amounts detailed in sections 9.16. Financial liabilities and 9.18. Financial

instruments are due to the fact that the amounts above are undiscounted meaning that no discount rate neither

probabilities of success of research nor commercialisation have been applied to them.

Moreover, we computed the variable part of the refundable government advances and contingent consideration

payable based on the existing business plan at 31 December 2021. The fixed part of the refundable government

advances is of course independent of these assumptions.

For more details on borrowings and other financial liabilities, refer to notes 9.15. (Financial liabilities) and 9.17.

(Financial instruments). As the amounts included in the maturity tables are the contractual undiscounted cash flows,

including principal and interest payments, these amounts will not reconcile to the amounts disclosed in the balance

sheet.

d) Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern

in order to be in a position to provide returns for shareholders in the future and benefits for other stakeholders and

to obtain over time an optimal capital structure to reduce the cost of capital.

The Group makes the necessary adjustments in the light of changes in the economic circumstances, risks

associated to the different assets and the projected cash needs of the current and projected research activities. The

current cash situation and the anticipated cash burn / generation are the most important parameters in assessing

the capital structure. The Company objective is to maintain the capital structure at a level to be able to finance its

activities for at least twelve months. Cash income from new partnerships is taken into account and, if needed and

possible, the Company can issue new shares or enter into financing agreements.

Critical accounting estimates and judgements

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting

estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting

policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates

are significant to the consolidated financial statements are disclosed below.

138

9.4.1. Going concern

The financial statements have been prepared on a going concern basis and in accordance with the main accounting

principles set out above.