GENFIT: CONVENING NOTICE TO THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING ON JUNE 16, 2017
Lille (France), Cambridge (Massachusetts, United States), May 12, 2017 - GENFIT (Euronext: GNFT - ISIN: FR0004163111), a biopharmaceutical company at the forefront of developing therapeutic and diagnostic solutions in metabolic and inflammatory diseases, that notably affect the liver or the gastrointestinal system, today announced that it has published today in today's French legal announcements bulletin ( Bulletin des Annonces Légales Obligatoires ) its convening notice to the Ordinary and Extraordinary Shareholders' Meeting to be held on Friday, June 16, 2017 at 10:30 am at the University of Lille College of Pharmaceutical and Biological Science located at Parc Eurasanté, 3, rue du Professeur Laguesse in Lille (59000), France.
As indicated in its press release on April 24, the shareholders will be invited to vote on the change in the type of administration of the Company, moving from a two-tiered board (Supervisory Board and Executive Board) to a single board structure (Board of Directors). The Company considers that this change will allow it to be closer to international standards and to welcome the expert board members whom it wishes to recruit to accompany its development in the years to come.
The Ordinary and Extraordinary Shareholders' Meeting will also be the occasion to implement the provisions of the "Copé-Zimmermann" law (relating to the balanced representation of men and women on corporate boards), and the shareholders will vote on the proposed nomination of Ms. Catherine Larue and Ms. Anne-Hélène Monsellato as directors of the Company. Additional biographical information, including the experience and expertise of these candidates in included below.
As also indicated in the April 24, 2017 press release, and subject to the approval of the shareholders of the change in the type of administration of the Company and the composition of the new Board of Directors, the current Chairman of the Executive Board is proposed to be appointed Chairman of the Board of Directors and Chief Executive Officer of the Company.
In addition to the usual items on the agenda related to the review of the financial statements and the different reports of the Executive and Supervisory Boards and the Statutory Auditors for the 2016 fiscal year, the Executive Board is proposing a certain number of alternative draft resolutions that differ depending on the decision of the shareholders with respect to the change in type of administration of the Company. Depending on this decision, only those draft resolutions relating to the specific type of administration chosen will be submitted to a vote of the shareholders.
The resolutions submitted to the shareholders are grouped together in the following manner:
- Resolutions coming under the authority of the Annual Shareholders' Meeting, which must be submitted to a vote before the choice of type of administration (Resolutions nos 1-7),
- Resolution coming under the authority of the Extraordinary Shareholders' Meeting regarding the type of administration and adoption of the corresponding articles of association (Resolution no 8),
- Resolutions coming under the authority of the Extraordinary (financial authorizations) and Ordinary (share buybacks, appointment of directors, compensation) Shareholders' Meeting applicable to a company with a board of directors, that will only be submitted to a vote if Resolution no 8 is approved (Resolutions nos 9-35), and
- Resolutions coming under the authority of the Extraordinary (change to the articles of association to allow for electronic voting, financial authorizations) and Ordinary (share buyback, appointment of directors, compensation) Shareholders' Meeting, applicable to a company with a supervisory board and executive board, and which will only be submitted to a vote if Resolution no 8 is not adopted (Resolutions 36-60).
Additional information is available in the convening notice dated May 12, 2017, which is available on the Company's website. All of the documentation concerning the Ordinary and Extraordinary Shareholders' Meeting (including the Say on Pay report pursuant to the Sapin II Law) will be made available to shareholders in accordance with current regulations and also available on the Company's website by May 19, 2017.
About Dr. Catherine Larue
Dr. Catherine Larue has been CEO ad interim of Luxembourg Institute of Health (LIH), a biomedical research institute, since January 2016.
From 2012 to end 2015, she was CEO of the Integrated Biobank of Luxembourg (IBBL), where she led the development of the biobanking strategy and new initiatives in the field of personalized medicine. Prior to joining the IBBL, Dr. Larue piloted the biomarker program at Genfit until 2012.
Dr. Catherine Larue began her career as team leader at Sanofi at the Montpellier, France based R&D center in the cardiovascular research department. She later joined Sanofi Diagnostics Pasteur Inc., in Minnesota, United States, where she ran the immunology department for three years, developing tests and instruments. She thereafter returned to Paris, France as Director at Sanofi Diagnostics Pasteur, and then spent 11 years at the Bio-Rad group, holding different management positions. She participated in the discovery of several innovative biomarkers and the commercialization of dozens of diagnostic products.
Dr. Catherine Larue is the author of 85 articles and has filed 13 patents. She holds a doctorate in experimental biology and an accreditation to direct research ( Habilitation à Diriger la Recherche or HDR) from the University of Rouen, a degree in clinical oncology from the University of Paris VI and an executive MBA from St John's University (New York). In 2014, she was voted Luxembourg's most inspiring woman of the year in the "Science, Technology and Research" category.
About Anne-Hélène Monsellato
Anne-Hélène Monsellato is a Certified Public Accountant in France since 2008 and graduated from EM Lyon in 1990 with a degree in Business Management.
Since May 2015, she has been an independent director, the Chairman of the Audit and Risk Committee and a member of the Corporate Governance and Nomination Committee of Euronav, a Belgian crude oil tanker company listed on NYSE and Euronext Brussels. In addition, she serves as the Vice President and Treasurer of the Mona Bismarck American Center for Art and Culture, a U.S. public foundation based in New York.
From 2005 until 2013, Mrs. Monsellato served as a Partner with Ernst & Young (now EY), Paris, after having served as Auditor/Senior, Manager and Senior Manager for the firm starting in 1990. During her time at EY, she gained extensive experience in cross border listing transactions, in particular with the U.S., internal control and risk management, and was involved with several companies in the pharmaceutical and biotechnology sector.
Mrs. Monsellato is an active member of the French Association of Directors (IFA) and of the selection committee of Femmes Business Angels since 2013.
About GENFIT
GENFIT is a biopharmaceutical company focused on the discovery and development of drug candidates in areas of high unmet medical needs corresponding to a lack of suitable treatment and an increasing number of patients worldwide. GENFIT's R&D efforts are focused on bringing new medicines to market for patients with metabolic, inflammatory, autoimmune and fibrotic diseases, that affect the liver (such as NASH - Nonalcoholic steatohepatitis) and more generally the gastro-intestinal arena. GENFIT's approach combines novel treatments and biomarkers. Its lead proprietary compound, elafibranor, is currently in a Phase 3 study. With facilities in Lille and Paris, France, and Cambridge, MA (USA), the Company has approximately 130 employees. GENFIT is a public company listed in compartment B of Euronext's regulated market in Paris (Euronext: GNFT - ISIN: FR0004163111). www.genfit.com
Forward Looking Statement / Disclaimer
This press release contains certain forward-looking statements. Although the Company believes its expectations are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking statements. These risks and uncertainties include among other things, the uncertainties inherent in research and development, including related to biomarkers, progression of, and results of clinical data from, the RESOLVE-IT trial, review and approvals by regulatory authorities, such as the FDA or the EMA, regarding in particular, elafibranor in NASH and PBC, as well as other indications, and biomarkers, the success of any inlicensing strategies, the Company's continued ability to raise capital to fund its development, as well as those discussed or identified in the Company's public filings with the AMF, including those listed under Section 4 "Main Risks and Uncertainties" of the Company's 2016 Registration Document registered with the French Autorité des marchés financiers on April 28, 2017 under n° R.17-034, which is available on GENFIT's website (www.genfit.com) and on the website of the AMF (www.amf-france.org). Other than as required by applicable law, the Company does not undertake any obligation to update or revise any forward-looking information or statements.
This press release and the information contained herein do not constitute an offer to sell or a solicitation of an offer to buy or subscribe to shares in GENFIT in any country. This press release has been prepared in both French and English. In the event of any differences between the two texts, the French language version shall supersede.
CONTACT
GENFIT | Jean-François Mouney - Chairman & CEO | +333 2016 4000 MILESTONES - Press Relations | Bruno Arabian | +331 8362 3484 / +336 8788 4726 - barabian@milestones.fr
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