Lille (France), Cambridge (Massachusetts, Usa), may 12, 2017 GENFIT (Euronext : GNFT – ISIN : FR0004163111), a biopharmaceutical company engaged in the discovery and development of therapeutics and diagnostics in the field of metabolic diseases and inflammatory, particularly concerning the sphere of hepato-gastroentérologique, announced today that it has published in the edition of the Bulletin des Annonces Légales Obligatoires of date its notice of meeting, being worth convening notice to the Ordinary and Extraordinary General Meeting which will take place on Friday, June 16, 2017 10: 30 in the premises of the Faculty of Pharmaceutical Sciences and Biological Lille located on the Park biofit eurasanté, 3 rue du Professeur Laguesse in Lille (59000).
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As indicated in its press release of April 24, it will be proposed to the shareholders to transform the mode of administration of the Company by moving from a dual structure (Supervisory board and management Board) to a unitary structure (Board of Directors) to bring it closer to international standards and allow him to welcome the administrators experts that it intends to progressively recruit to accompany its international development in the years to come.
This Ordinary and Extraordinary General Meeting will also be the opportunity to bring the governance of the Company in accordance with the law known as the Copé Zimermann relating to the balanced representation of women and men within boards of directors and supervisory; the shareholders being called to consider the nominations of Ms. Catherine Larue and Madame Anne-Hélène Monsellato to the duties of a director of the Company.
More information on the biography, the experience and the skills of the candidates are listed below.
As also indicated in the press release of 24 April 2017, and subject to the approval of the shareholders of this change of method of administration and the composition of the new Board of Directors, it is proposed that the current Chairman of the executive Board be appointed as the Chairman of the Board of Directors and General Manager of the Company.
In this context, and in addition to the classical points, dedicated traditionally to the examination of the accounts and the reports of the management Board, the Supervisory Board and of the statutory Auditors relating to the fiscal year 2016, the management Board of the Company proposes a number of projects of alternative resolutions that are different in function of what will be the decision of the shareholders on the transformation of the mode of administration of the Company. According to this decision, only those which will be adapted to the mode of administration chosen will be submitted to the vote of shareholders.
Thus, the resolutions submitted to vote are grouped in the following way :
the resolutions to be considered by the annual ordinary general meeting, which must be submitted to the vote in the upstream of the choice of the mode of administration (Resolutions n°1 to 7),
the resolution under the extraordinary general meeting on the change of the mode of administration and the adoption of the articles of association corresponding (Resolution n°8),
the resolutions within the extraordinary general meeting (financial authorizations) and ordinary (share buy-back, board composition, remuneration), applicable to a company with a board of directors and which shall not be subject to the vote that if Resolution no. 8 is approved (Resolutions no. 9 to 35), and
the Resolutions within the extraordinary general meeting (amendment of the articles of association to facilitate electronic voting, financial authorizations) and ordinary (share buy-back, board composition, remuneration), applicable to a company with a supervisory board and a management board, which will not be submitted to the vote that if Resolution no. 8 is rejected (Resolutions n°36 to 60).
More details are available in the notice of meeting, being worth convening notice of the May 12, 2017, which is available on the website of the Company. All of the documentation concerning the Ordinary and Extraordinary General Meeting (including the report of the “Say on Pay” of the Sapin law II) will be held at the disposal of the shareholders in the conditions provided for by the regulations in force, and will be available on the website of the Company on the 19th May 2017 at the latest.
About the nomination of Ms. Catherine Larue :
Dr Catherine Larue occupies the function of director-general ad interim of the Luxembourg Institute of Health (LIH), institute for research in biomedicine, from January 2016. From 2012 to the end of 2015, she has held successfully the position of CEO of IBBL (Integrated BioBank of Luxembourg), where she was involved in the development of the strategy of the biobank and in new initiatives in the field of personalized medicine. Before joining IBBL, Dr Catherine Larue has hosted the program “Biomarkers” of the Company Genfit until 2012. Dr Catherine Larue began her career as a team leader at Sanofi, Montpellier, France, in R&D in the cardiovascular research department. She then joined Sanofi Diagnostics Pasteur Inc., Minnesota, Usa, where she led the department of immunology for three years, developing tests and instruments. She then returned to Paris, at Sanofi Diagnostics Pasteur to work there as Director of R&D, and then spent 11 years within the group Bio-Rad where she has held various management positions. She has participated in the discovery of several biomarkers which are innovative and to the placing on the market of dozens of diagnostic products. Dr Catherine Larue is an author of 85 publications and filed 13 patents. She holds a phd in experimental biology and a Habilitation to Supervise Research (HDR) at the University of Rouen, a university degree in clinical oncology (Paris VI University) and a MBA for Executives (University of St. John, New York). In 2104, she was elected woman of the most inspiring of the year in the category ” Science, Technology and Research in Luxembourg.
About the nomination of Ms. Anne-Hélène Monsellato :
Anne-Hélène Monsellato has obtained her diploma of accounting in 2008 and holds a degree in business management from the Ecole de Management de Lyon.
Since may 2015, Anne-Helena Monsellato is an independent member of the Board of Directors, Audit Committee Chair and Risks Committee member of the Governance and Nominations committee of Euronav, a belgian company listed among the world leaders of maritime transport of petroleum products traded on the regulated market of Euronext Brussels and the NYSE. In addition, she is Vice-President and treasurer of the Mona Bismarck American Center for Art and Culture, a public foundation, an american based in New York.
Mrs. Monsellato has joined Ernst&Young (now EY) in 1990, where she successively held the functions of auditor, auditor, senior, manager and senior manager, before becoming a partner of the Firm from 2005 to 2013. It has acquired, through this course, a large experience of operations quotes border , particularly in the United States, internal control and risk management ; and intervened in several companies of the pharmaceutical and biotechnology industries.
Mrs. Monsellato is an active member of the IFA (French Institute of Administrators), and the selection Committee of FBA (Women Business Angels) since 2013.
GENFIT is a biopharmaceutical company dedicated to the discovery and development of drugs in therapeutic areas where medical needs are significant due to the lack of effective treatments and because of the increase in the number of patients at the global level. GENFIT focuses its R&D efforts to participate in the placing on the market of therapeutic solutions to combat certain metabolic diseases, inflammatory, autoimmune, or fibrotic affecting in particular the liver (such as non-alcoholic steatohepatitis or NASH), and more generally the gastro-intestinal tract. GENFIT implements approaches
combining new treatments and biomarkers. Elafibranor, proprietary compound of GENFIT’s most advanced, is in phase 3 clinical trials. Installed in Lille, Paris and Cambridge, MA (USA), the company has approximately 130 employees. GENFIT is a public company listed on the regulated market of Euronext in Paris, Compartment B (Euronext : GNFT – ISIN : FR0004163111).
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