UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date of report: January 13, 2021
Commission File Number: 001-38844
GENFIT S.A.
(Translation of registrant’s name into English)
Parc Eurasanté
885, avenue Eugène Avinée
59120 Loos, France
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| ☒ Form 20-F | ☐ Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Explanatory Note
General Meeting
Genfit S.A. (the “Company”) has reconvened its Extraordinary Shareholders’ Meeting (the “Meeting”) on January 25, 2021 beginning at 2:30 pm. CET at the Company’s headquarters located Parc Eurasanté, 885 avenue Eugène Avinée in Loos (59120), France as a result of not reaching the required quorum at the Extraordinary Shareholders’ Meeting called on January 13, 2021.
In view of the current governmental measures prohibiting gatherings currently in force to fight against the spread of the epidemic of Covid-19, upon decision of the Board of Directors of the Company, the Meeting will exceptionally be held behind closed doors, that is to say without the presence of shareholders and other persons who are usually entitled to attend, in accordance with the provisions of article 4 of Ordinance no. 2020-321 of 25 March 2020 adapting the rules for meeting and deliberation of meetings and governing bodies of legal persons and entities without legal personality of private law due to the Covid-19 epidemic, which application period has been extended and terms have been modified by the Ordinance no. 2020-1497 of 2 December 2020, and the provisions of decree no. 2020-1614 of 18 December 2020 extending and modifying decree no. 2020-418 of 10 April 2020 adapting the functioning of certain deliberating bodies in the context of the Covid-19 epidemic.
The description of the procedures which will allow shareholders to participate in the Shareholders’ Meeting notwithstanding these exceptional measures required in order to comply with regulatory constraints and preserve the health of each person is set out in the second part of the notice attached as Exhibit 99.2. Due to ongoing lockdown and prohibition on public gatherings currently imposed by the French government to prevent the spread of Coronavirus (Covid-19), upon decision of the Board of Directors of the Company, the Shareholders’ Meeting will be held exceptionally behind closed doors, that is to say without the physical presence of shareholders and others who are usually entitled to attend, in accordance with the provisions of Article 4 of Ordinance No. 2020-321 of March 25, 2020, which application period has been extended and terms have been modified by the Ordinance no. 2020-1497 of December 2, 2020.
The following documents regarding the Company’s Meeting, which are attached as exhibits hereto, are incorporated by reference herein.
EXHIBIT LIST
| Exhibit | Description | |
| 99.1 | Press Release dated January 13, 2021. | |
| 99.2 | Notice of Shareholders’ Meeting of Genfit S.A., including Agenda | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GENFIT S.A. | ||||||
| Date: January 13, 2021 | By: | /s/ Pascal PRIGENT | ||||
| Name: Pascal PRIGENT | ||||||
| Title: Chief Executive Officer | ||||||
Exhibit 99.1
GENFIT announces that its Extraordinary General Meeting on second notice will be held January 25, 2021 and informs the OCEANEs holders of certain procedures for the Bondholders’ Meeting of January 25, 2021
Lille, France; Cambridge, MA; January 13, 2021 - GENFIT (Nasdaq and Euronext: GNFT), a late- stage biopharmaceutical company dedicated to improving the lives of patients with metabolic and liver diseases (the “Company”), today announces the publication in the January 13, 2021 French Bulletin des Annonces Légales Obligatoires of its convening notice for the shareholders’ extraordinary general meeting to be held on second notice on Monday, January 25, 2021, at 2:30 p.m. (Paris time) (the “Extraordinary General Meeting”) and informs holders of its bonds convertible into new shares and/or exchangeable for existing shares issued by the Company on October 16, 2017 (the “OCEANEs”) of certain changes in certain of the participation and organization procedures for the meeting of the holders of the OCEANEs of January 25, 2021, at 5:30 p.m. (Paris time) (the “Bondholders’ Meeting”).
Extraordinary General Meeting
The extraordinary general meeting convened today could not validly deliberate given the absence of required quorum, which amounted to 20.63 %. As a reminder, the required quorum for the Extraordinary General Meeting to validly deliberate on second notice is 20%. In accordance with articles R.225-77 and R.225-79 of the French Code de commerce, voting cards sent to the Company, electronic votes and proxies given to the shareholders meeting on first convening remain valid for the Extraordinary Shareholders Meeting on second notice called on January 25, 2021, at 2:30 p.m. to vote on the same agenda, as long as the securities voted remain in the respective shareholders’ accounts.
The shareholders may still send their proxy forms or vote by post until January 21, 2021 at midnight (Paris time) and will be able to vote electronically on Votaccess platform starting January 14, 2021 and until January 24, 2021 at 3 p.m. (Paris time).
In accordance with the provisions of Article 4 of Ordinance no. 2020-321 of March 25, 2020, which application period has been extended and terms have been modified by the Ordinance no. 2020- 1497 of December 2, 2020, and the provisions of the decree no. 2020-1614 of December 18, 2020 extending and modifying decree n° 2020-418 of April 10, 2020 specifying the procedures for holding meetings behind closed doors (the “Decree”), the Extraordinary General Meeting will be held behind closed doors at the Company’s headquarters located Parc Eurasanté, 885 avenue
GENFIT | 885 Avenue Eugène Avinée, 59120 Loos - FRANCE | +333 2016 4000 | www.genfit.com | 1 |
Eugène Avinée Loos, 59120, France, with the same agenda as the January 13, 2021 shareholders extraordinary general meeting. The resolutions that were proposed to the January 13, 2021 shareholders extraordinary general meeting remain unchanged.
The second part of the second convening notice (avis) published on January 13, 2021 French Bulletin des Annonces Légales Obligatoires no. 6 and available in the Investors & Media section of the Company’s website (https://ir.genfit.com/financial-information/shareholders-meeting) outlines the procedures by which shareholders may participate in the Extraordinary General Meeting notwithstanding the exceptional measures required in order to comply with regulatory constraints and ensure the health and safety of everyone.
The Extraordinary General Meeting will be chaired by Mr. Jean-François Mouney, Chairman of the Board of Directors.
Given the current pandemic and in accordance with the provisions of the Decree, the Company has appointed as observers (scrutateurs) of the Extraordinary General Meeting: Biotech Avenir and University of Lille, which have each accepted this appointment.
A live audio broadcast of the Extraordinary General Meeting will be available on the Company’s website (https://ir.genfit.com) and a replay will be available on the Investors section of our website (https://ir.genfit.com) under the “Events” section and on the “Shareholders Meeting” page under “Financials”, as soon as possible at the end of the Extraordinary General Meeting and at the latest before the end of the fifth business day after such Extraordinary General Meeting.
The French live broadcast will be accessible by calling +1 212 999 6659 (U.S.), +44 (0) 33 0551 0200 (UK) or +1 212 999 6659 (France) five minutes prior to the start time (Password: GENFIT).
Bondholders’ Meeting
Bondholders’ Meeting Participation
Following the publication of the Decree, the Company informs that the procedures for participation in the Bondholders’ Meeting indicated in this press release (proxy representation, written questions, composition of the Committee and broadcast details) supplement those set out in the notice (avis) published in the Bulletins des Annonces Légales Obligatoires, no. 151 dated December 16, 2020.
Due to the ongoing COVID-19 pandemic and in accordance with emergency measures imposed by the French government, the Board of Directors of the Company has decided that the Bondholders’ Meeting will be conducted behind closed doors at the Company’s headquarters located at Parc
GENFIT | 885 Avenue Eugène Avinée, 59120 Loos - FRANCE | +333 2016 4000 | www.genfit.com | 2 |
Eurasanté, 885 Avenue Eugène Avinée, Loos (59120), France, without the physical presence of the holders of the OCEANEs and others who are usually entitled to attend.
Proxy representation at the Bondholders’ Meeting
In accordance with the Decree, an OCEANE holder who has chosen to be represented by a proxy of its choice must notify its appointment to BNP Paribas Securities Services, and may also revoke it until the fourth day preceding the Bondholders’ Meeting, i.e. no later than Thursday, January 21, 2021, at midnight, Paris time. The proxy holder must send its voting instructions for the exercise of its proxy as a scanned copy of the voting form, to BNP Paribas Securities Services, by e-mail to the following address: paris.bp2s.france.cts.mandats@bnpparibas.com.
The form must include the first and last name and address of the representative, the words “As a representative”, and must be dated and signed. The voting instructions are indicated in the “Voting Form”. The proxy holder must attach a copy of his proof of identity and, where applicable, a power of attorney of the legal person he represents. In accordance with the Decree and in order to be taken into account, the electronic message must be received by BNP Securities Services no later than the fourth day preceding the date of the Extraordinary General Meeting, i.e. Thursday, January 21, 2021, at midnight, Paris time.
In accordance with the provisions of the Decree, each OCEANE holder who has already voted by post, given proxy to the chairman of the Bondholders’ Meeting, or given proxy to a third party may choose another means of participation in the Bondholders’ Meeting provided that the new instruction issued by this holder reaches the Company (i) according to the terms and deadlines specified in this press release regarding the proxies given to third parties, and (ii) according to the legal terms and deadlines as specified in the notice of the Bondholders’ Meeting available on the Company's website for votes by post or proxies to the chairman for the Bondholders’ Meeting. Their initial instructions will then be revoked.
| § | Written questions at the Bondholders’ Meeting |
The holders of OCEANEs are invited to send their written questions to the Company at the latest until the end of the second business day preceding the date of the Bondholders’ Meeting, i.e. January 23, 2021. The answers to these questions will be published on the Company’s website as soon as possible at the end of the Bondholders’ Meeting, and at the latest before the end of the fifth business day from the date of such Bondholders’ Meeting.
| § | Composition of the committee of the Bondholders’ Meeting |
The Bondholders’ Meeting will be chaired by Mr. Edouard Narboux, Aether Financial Services, representative of the holders of the OCEANEs.
GENFIT | 885 Avenue Eugène Avinée, 59120 Loos - FRANCE | +333 2016 4000 | www.genfit.com | 3 |
Given the current pandemic and in accordance with the provisions of the Decree, the Company informs that it has appointed as observers (scrutateurs) of the Bondholders’ Meeting: Syquant Capital and Polar Capital, which have each accepted this appointment.
| § | Bondholders’ Meeting broadcast details |
A live audio broadcast of the Bondholders’ Meeting will be available on the Company’s website (https://ir.genfit.com) and a replay will be available at the Investors section of our website (https://ir.genfit.com) under the “Events” section and on the “Shareholders Meeting” page under “Financials”, as soon as possible at the end of the Bondholders’ Meeting and at the latest before the end of the fifth business day after such Bondholders’ Meeting.
The live broadcast will be accessible by calling +1 212 999 6659 (U.S.), +44 (0) 33 0551 0200 (UK) or +1 212 999 6659 (France) five minutes prior to the start time (Password: GENFIT).
ABOUT GENFIT
GENFIT is a late-stage biopharmaceutical company dedicated to improving the lives of patients with cholestatic and metabolic chronic liver diseases. GENFIT is a pioneer in the field of nuclear receptor-based drug discovery, with a rich history and strong scientific heritage spanning more than two decades. GENFIT is currently enrolling in ELATIVE™, a Phase 3 clinical trial evaluating elafibranor in patients with Primary Biliary Cholangitis (PBC). As part of GENFIT’s comprehensive approach to clinical management of patients with liver disease, the Company is also developing NIS4™, a new, non-invasive blood-based diagnostic technology which could enable easier identification of patients with at-risk NASH. NIS4™ technology has been licensed to LabCorp in the U.S. and Canada for the development and commercialization of a blood-based molecular diagnostic test powered by NIS4™ technology. GENFIT has facilities in Lille and Paris, France, and Cambridge, MA, USA. GENFIT is a publicly traded company listed on the Nasdaq Global Select Market and on compartment B of Euronext’s regulated market in Paris (Nasdaq and Euronext: GNFT). www.genfit.com
FORWARD LOOKING STATEMENTS
This press release is not an advertisement and does not constitute a prospectus for the purpose of the Prospectus Regulation.
This press release contains certain forward-looking statements with respect to GENFIT, including those within the meaning of the Private Securities Litigation Reform Act of 1995, with respect to GENFIT, including statements regarding our capacity to renegotiate the terms of our OCEANEs
GENFIT | 885 Avenue Eugène Avinée, 59120 Loos - FRANCE | +333 2016 4000 | www.genfit.com | 4 |
convertible bonds and that the final terms of this proposal will be approved by the shareholders’ general meeting and general meeting of OCEANEs holders.
The use of certain words, including “consider”, “contemplate”, “think”, “aim”, “expect”, “understand”, “should”, “aspire”, “estimate”, “believe”, “wish”, “may”, “could”, “allow”, “seek”, “encourage” or “have confidence” or (as the case may be) the negative forms of such terms or any other variant of such terms or other terms similar to them in meaning is intended to identify forward-looking statements. Although the Company believes its projections are based on reasonable expectations and assumptions of the Company’s management, these forward-looking statements are subject to numerous known and unknown 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 in relation to safety, biomarkers, progression of, and results from, its ongoing and planned clinical trials, review and approvals by regulatory authorities of its drug and diagnostic candidates, exchange rate fluctuations and the Company’s continued ability to raise capital to fund its development, as well as those risks and uncertainties discussed or identified in the Company’s public filings with the AMF, including those listed in Chapter 2 “Main Risks and Uncertainties” of the Company’s 2019 Universal Registration Document filed with the AMF on 27 May 2020 under n° D.20-0503 and in Section 2 “Risk Factors” of the Company’s Amendment to the Universal Registration Document filed with the AMF on 22 December 2020 under n° D.20-0503- A01, which are available on the Company’s website (www.genfit.com) and on the website of the AMF (www.amf-france.org) and public filings and reports filed with the U.S. Securities and Exchange Commission (“SEC”) including the Company’s 2019 Annual Report on Form 20-F filed with the SEC on May 27, 2020. In addition, even if the Company’s results, performance, financial condition and liquidity, and the development of the industry in which it operates are consistent with such forward-looking statements, they may not be predictive of results or developments in future periods. These forward-looking statements speak only as of the date of publication of this document. Other than as required by applicable law, the Company does not undertake any obligation to update or revise any forward-looking information or statements, whether as a result of new information, future events or otherwise.
CONTACT
GENFIT | Investors
Naomi EICHENBAUM – Investor Relations | Tel: +1 (617) 714 5252 | investors@genfit.com
PRESS RELATIONS | Media
GENFIT | 885 Avenue Eugène Avinée, 59120 Loos - FRANCE | +333 2016 4000 | www.genfit.com | 5 |
Hélène LAVIN – Press relations | Tel: +333 2016 4000 | helene.lavin@genfit.com
GENFIT | 885 Avenue Eugène Avinée, 59120 Loos - FRANCE | +333 2016 4000 | www.genfit.com |
6 |
Exhibit 99.2
This document has been translated in English for information only. In the event of any differences between the French text and the English text, the French language version shall supersede.
JANUARY 13, 2021 FRENCH OFFICIAL LEGAL ANNOUNCEMENT PUBLICATION «BALO»
Bulletin N°6
GENFIT
French public limited company (Société Anonyme) governed by a Board of Directors
with share capital of 9 714 654,25 euros Registered Office: 885 avenue Eugène Avinée, 59120 Loos
424 341 907 R.C.S. Lille Métropole
Notice of second convocation
Following the notice of meeting serving as convocation published in the French Bulletins des Annonces Légales Obligatoires “BALO” no. 147 of 7 December 2020, Ladies and Gentlemen, the fellow shareholders of the company GENFIT S.A. (the “Company”) are informed that the extraordinary general meeting convened on first notice at the Company’s headquarters located Parc Eurasanté, 885 avenue Eugène Avinée in Loos (59120), on 13 January 2021 at 2:30 pm (Paris time), could not deliberate due to the required quorum not having been met.
Consequently, and in accordance with applicable laws and regulations, the Company’s shareholders are notified of the extraordinary general meeting convened on second convocation, on Monday 25 January 2021 at 2:30 pm (Paris time), at the Company’s headquarters located Parc Eurasanté, 885 avenue Eugène Avinée in Loos (59120), in order to deliberate on the same agenda (the “Shareholders’ Meeting”).
The text of the draft resolutions to be proposed to the Shareholders’ Meeting remains unchanged.
Warning
In view of the current governmental measures prohibiting gatherings currently in force to fight against the spread of the epidemic of Covid-19, upon decision of the Board of Directors of the Company, the Shareholders’ Meeting will exceptionally be held behind closed doors, that is to say without the presence of shareholders and other persons who are usually entitled to attend, in accordance with the provisions of article 4 of Ordinance no. 2020-321 of 25 March 2020 adapting the rules for meeting and deliberation of meetings and governing bodies of legal persons and entities without legal personality of private law due to the Covid-19 epidemic, which application period has been extended and terms have been modified by the Ordinance no. 2020-1497 of 2 December 2020, and the provisions of decree no. 2020-1614 of 18 December 2020 extending and modifying decree no. 2020-418 of 10 April 2020 adapting the functioning of certain deliberating bodies in the context of the Covid-19 epidemic.
The description of the procedures which will allow shareholders to participate in the Shareholders’ Meeting notwithstanding these exceptional measures required in order to comply with regulatory constraints and preserve the health of each person is set out in the second part of this notice.
Shareholders are invited to regularly consult the Company’s website www.genfit.com to be informed on the final participation terms of the Shareholders’ Meeting.
AGENDA
Extraordinary Shareholders’ Meeting
| - | Amendment of the terms of the bonds issued on 16 October 2017 convertible into new shares and/or exchangeable for existing shares (the « OCEANEs ») – Modification of the conversion ratio – Capital increase with waiver of the |
| shareholders’ preferential subscription right to the benefit of the holders of the OCEANEs (Resolution n° 1) ; and |
| - | Powers to carry out formalities (Resolution n° 2). |
* * *
In accordance with Ordinance no. 2020-1497 of 2 December 2020 extending and amending the Ordinance No. 2020-321 of 25 March 2020 adapting the rules for meeting and deliberation of meetings and governing bodies of legal persons and entities without legal personality of private law due to the Covid-19 epidemic (together, the “Covid-19 Ordinance”), and with the constant concern of ensuring, as far as possible, the security and protection of all stakeholders (including those of the shareholders) at the Shareholders’ Meeting, this meeting will be held without the physical attendance of the shareholders.
In accordance with article 3 of the Covid-19 Ordinance and the provisions of decree no. 2020-1614 of 18 December 2020, the Company will broadcast the Shareholders’ Meeting live in audio format except if technical reasons make it impossible or severely trouble such broadcast. The Company will also ensure a replay of such broadcast which will be available on the Company’s website, as soon as possible at the end of the Shareholders’ Meeting and at the latest before the end of the fifth business day from the date of the Shareholders’ Meeting. Every written question asked by shareholders, together with the answers given in accordance with the third and fourth paragraphs of Article L. 225-108 of the French Code de commerce, will be published as soon as possible and at the latest before the end of the fifth business day from the date of the Shareholders’ Meeting, in the dedicated section of the Company’s website provided for in the fourth paragraph of such article.
Consequently, shareholders are invited to regularly consult the Company’s website www.genfit.com to be informed on the final participation terms of the Shareholders’ Meeting.
| I. | Preliminary formalities to complete in order to participate to the Shareholders’ Meeting |
Under these conditions and in accordance with the Covid-19 Ordinance, in order to exercise your rights, you must:
| · | favour the use of the Internet for the completion of participation formalities, |
| · | express your choices before the meeting with respect to the resolutions that are proposed to you, namely by: |
| o | voting by post, |
| o | appointing a proxy who will vote before the Shareholders’ Meeting (the latter then having the option of communicating his voting instructions to the following address: paris.bp2s.france.cts.mandats@bnpparibas.com), | |
| o | granting a power of attorney to the President of the Shareholders’ Meeting, |
only options now available due to the circumstances and imperatives above-mentioned.
You may also ask questions in writing under the conditions set out in IV. below.
Finally, shareholders are invited to regularly consult the section dedicated to the Shareholders’ Meeting on the Company's website: www.genfit.com.
| II. | Participation’s terms to the Shareholders’ Meeting |
The Shareholders’ Meeting is composed of all shareholders regardless of the number of shares they hold.
Each shareholder may be represented at the Shareholders’ Meeting by another shareholder, by their spouse or by the partner with whom they have concluded a civil solidarity pact. They may also be represented by any other natural or legal person of their choice (article L. 225-106 of the French Code de commerce).
The proxy thus designated will vote remotely under the conditions set out in (III) below.
In accordance with article R. 225-85 of the French Code de commerce, the right to participate in the Shareholders’ Meeting is justified by registering the securities in the name of the shareholder or the intermediary registered on their behalf (in
application of the seventh paragraph of article L. 228-1 of the French Code de commerce), on the second day preceding the Shareholders’ Meeting at midnight, Paris time, either in the registered securities accounts kept by the Company (or its agent), or in the bearer (au porteur) securities accounts kept by the authorized intermediary.
The registration of the securities in the bearer (au porteur) securities accounts kept by the financial intermediaries is evidenced by a participation certificate issued by the latter (if necessary by electronic means) under the conditions provided for in article R. 225-85 of the French Code de commerce (with reference to article R. 225-61 of the same Code), in the appendix:
| · | the remote voting form; |
| · | the voting proxy. |
| III. | Vote by post or proxy |
| A. | Postal voting |
Shareholders wishing to vote by post or be represented by giving a proxy to the Chairman of the Shareholders’ Meeting or to a proxy may:
| · | For registered (au nominatif) shareholders: return the postal or proxy voting form, which will be sent to them with the invitation, to the following address: BNP Paribas Securities Services - CTO Service Assemblées - Grands Moulins de Pantin - 9, rue du Débarcadère - 93761 Pantin Cedex. |
| · | For bearer (au porteur) shareholders: request this postal or proxy voting form from the intermediary who manages their securities as of the date of the Shareholders’ Meeting. Once filled by the shareholder, this form will be returned to the account-keeping establishment, which will include a participation certificate and send it to BNP Paribas Securities Services - CTO Service Assemblées - Grands Moulins de Pantin - 9 , rue du Débarcadère - 93761 Pantin Cedex. To be taken into account, the postal voting forms must be received by the Company or the Shareholders’ Meetings Service of BNP Paribas Securities Services, at the latest on 22 January 2021. |
The appointments or revocations of agents expressed on paper must be received no later than the fourth day preceding the date of the Shareholders’ Meeting, on 21 January 2021.
| B. | Electronic voting |
Shareholders also have the possibility of transmitting their voting instructions, of granting a power of attorney to the President of the Shareholders’ Meeting before the Shareholders’ Meeting, and of appointing or removing a proxy by Internet before the Shareholders’ Meeting on the Votaccess website, in accordance with the conditions described below:
For registered shareholders (actionnaires au nominatif):
Holders of pure or administered registered shares who wish to vote by Internet will access the Votaccess’ website via the Planetshares site, the address of which is as follows: https://planetshares.bnpparibas.com.
Holders of pure registered shares must connect to the Planetshares site with their usual access codes.
Holders of administered registered shares will have to connect to the Planetshares site using their identification number, which is found at the top right of their paper voting form. In the event that the shareholder is no longer in possession of their username and / or password, they may contact the number made available to them, being either 01 57 43 02 30 from France or +33 1 57 43 02 30 from abroad, or use the contact form on the Planetshares website: https://planetshares.bnpparibas.com.
After logging in, the registered shareholder must follow the instructions given on the screen in order to access the Votaccess’ website and vote, or appoint or dismiss a proxy.
The appointments or revocations of proxies must be received no later than the fourth day preceding the date of the Shareholders’ Meeting, on 21 January 2021.
For bearer shareholders (actionnaires au porteur):
It is up to the bearer shareholder to inquire in order to know whether his account-keeping establishment is connected or not to the Votaccess’ website and, if necessary, if this access is subject to specific conditions of use.
If the shareholder's account-keeping establishment is connected to the Votaccess’ website, the shareholder must identify himself on the Internet portal of his account-keeping establishment with his usual access codes. He must then click on the icon which appears on the line corresponding to his actions and follow the indications given on the screen in order to access the Votaccess’ website and vote, grant a power of attorney to the President of the Shareholders’ Meeting or appoint or dismiss a proxy.
If the shareholder's account-keeping establishment is not connected to the Votaccess’ website, it is specified that the notification of the appointment and the revocation of a proxy may however be made electronically in accordance with the provisions of the article R. 225-79 of the French Code de commerce, in the following ways:
| - | the shareholder must send an email to paris.bp2s.france.cts.mandats@bnpparibas.com. |
This email must contain the following information: name of the Company concerned, date of the Shareholders’ Meeting, last name, first name, address, bank references of the principal as well as the name, first name and if possible the address of the agent; and
| - | the shareholder must obligatorily ask their financial intermediary who manages their securities account to send a written confirmation to the Shareholders’ Meetings department of BNP Paribas Securities Services - CTO Service Assemblées - Grands Moulins de Pantin - 9, rue du Débarcadère - 93761 Pantin Cedex. |
Only notifications of designation or revocation of mandates may be sent to the aforementioned email address, any other request or notification relating to another object that cannot be taken into account and/or processed.
In order for appointments or revocations of proxies expressed by electronic means to be validly taken into account, confirmations must be received no later than the fourth day preceding the date of the Shareholders’ Meeting, on 21 January 2021.
The Votaccess’ website will be reopened from 14 January 2021.
Voting online will end the day before the meeting, on 24 January 2021 at 3:00 p.m. Paris time.
However, in order to avoid any possible congestion on the Votaccess’ website, shareholders are advised not to wait until the day before the Shareholders’ Meeting to vote.
Both registered shareholders and bearer shareholders may appoint a proxy under the conditions indicated above.
Shareholders who have chosen to be represented by a proxy of its choice must notify its appointment to BNP Paribas Securities Services, and may also revoke it until the fourth day preceding the Shareholders’ Meeting, i.e. no later than Thursday 21 January 2021, at midnight, Paris time. The proxy holder must send its voting instructions for the exercise of its proxy in scanned copy of the voting form, to BNP Paribas Securities Services, by e-mail to the following address: paris.bp2s.france.cts.mandats@bnpparibas.com.
The form must include the first and last name and address of the representative, the words “As a representative”, and must be dated and signed. The voting instructions are indicated in the “I vote by post” section of the voting card. The proxy holder must attach a copy of his proof of identity and, where applicable, a power of attorney of the legal person he represents. In accordance with the decree no. 2020-418 of April 10, 2020, as amended by decree no. 2020-1614 of December 18, 2020, in order to be taken into account, the electronic message must be received by BNP Securities Services no later than the fourth day preceding the date of the Shareholders’ Meeting, i.e. Thursday 21 January 2021, at midnight, Paris time.
In accordance with the provisions of the decree no. 2020-418 of April 10, 2020, as amended, each shareholder or each holder who has already voted by post, given proxy to the Chairman of the Shareholders’ Meeting, or given proxy to a third party may choose another means of participation in the Shareholders’ Meeting provided that the new instruction issued by this
shareholder reaches the Company according to the legal terms and deadlines as specified in this notice of second convocation on the Company's website for votes by post or proxies to the Chairman of the Shareholders’ Meeting. Their initial instructions will then be revoked.
| IV. | Written questions. |
In accordance with article R. 225-84 of French Code de commerce, each shareholder has the possibility to send to the Board of Directors, which should answer during the meeting, the written questions of his choice.
The questions shall be sent by registered letter with acknowledgement of receipt at the following address GENFIT, Service Financier, Parc Eurasanté, 885 avenue Eugène Avinée, 59120 Loos or by email to the following address: investors@genfit.com.
This mailing shall be realised at the latest the fourth business day preceding the date of the Shareholders’ Meeting.
The answers to these written questions will be published on the Company’s website as soon as possible at the end of the Shareholders’ Meeting, and at the latest before the end of the fifth business day from the date of the Shareholders’ Meeting.
| V. | Rights to shareholder information |
All the documents and information set forth in article R. 225-73-1 of the French Code de commerce and article 3 of the Covid-19 Ordinance shall be consulted on the issuer’s website: www.genfit.fr as from the 21st day before the shareholders’ meeting initially convened on 13 January 2021, on 23 December 2020.
The Board of Directors