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Theradiag

AGM Information Jun 3, 2019

1702_iss_2019-06-03_96a8fec2-4ac9-4330-a990-39a9e8ff4eb5.pdf

AGM Information

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o Voting results of Theradiag's Annual Ordinary and Extraordinary General Meeting

o Confidence in the new management team confirmed with the ratification of the cooptation of Bertrand de Castelnau, Chief Executive Officer (CEO), as a Board member

Croissy-Beaubourg, June 3, 2018, 6pm CEST – THERADIAG (ISIN: FR0004197747, Ticker: ALTER), a company specializing in theranostics and in vitro diagnostics, announces the voting results of its Annual Ordinary and Extraordinary General Meeting, held on May 16th, 2019 at the offices of Fieldfisher Paris, 48 rue Cambon, 75001 Paris.

Following (i) the change in the company's Governance (Bertrand de Castelnau's appointment as CEO as of 21st January 2019), (ii) the end of the legal dispute with HOB Biotech, and (iii) the recent signature of new agreements and partnerships, it was all the more important for Theradiag to gather its shareholders, both institutional and private, at this major event that is its Annual General Meeting.

In this context, on May 16th , the number of shares held by shareholders being present or represented at the Meeting was 2,586,053, hence a quorum of 30.18%.

All resolutions of the Ordinary General Meeting were adopted. Regarding the Extraordinary General Meeting, four out of twelve resolutions were adopted.

Bertrand de Castelnau's cooptation as a Board member was ratified and his mandate was then renewed for a period of three years.

Pierre Morgon, Theradiag's Board of Directors' Chairman, said: "I would like to sincerely thank all of our shareholders who got involved in this General Meeting - by attending in person or by voting by post or by proxy. The quality of the debate was constructive and allowed us to get a direct feedback on the strategy we committed to implement in the last few months. Regarding our presence in the United States and the recent contract signed, we clarified during this General Meeting that the transfer of our activities to this new partner would be done gradually. This transfer will therefore allow us to build on the foundations we already have on this market."

"We will continue to capitalize on our full range of biotherapy monitoring tests, accelerate the automation of theranostics and strengthen Theradiag's internationalization, in order to create the conditions for an increased improvement in our profitability. Confidence in our new management team is confirmed, our priorities of development are clear and the first achievements of 2019 are encouraging. Our progress is in line with the plan we have set." added Bertrand de Castelnau, Theradiag's Chief Executive Officer.

Following this General Meeting, the composition of the Board of Directors is now as follows:

  • Pierre Morgon, Chairman of the Board
  • Bertrand de Castelnau, Board member
  • Sylvie Bratel, Independent Board member
  • Vincent Fert, Board member
  • John Li, Board member

The results of the votes of Theradiag's shareholders at this General Meeting were as follows:

Resolution
n 2
Resolutions N° of votes
FOR
N° of
abstentions
N° of votes
AGAINST
Votes % Result of
the vote
Ordinary General
Meeting
$\mathbf{1}$ Approval of financial statements 3,449,827 $\bf{0}$ 21,000 For 99.39% Adopted
Against 0.61%
$\overline{2}$ Approval of consolidated accounts 3,446,297 $\mathbf{0}$ 24,530 For 99.29% Adopted
Against 0.71%
3 Approval of expenses and liabilities (art. 39 CGI) 3,442,947 $\mathbf{0}$ 27,880 For 99.20% Adopted
Against 0.80%
4
5
Allocation of 2018 annual income 3,449,827 $\mathbf{0}$ 21,000 For 99.39% Adopted
Against 0.61%
Approval of regulated agreements 3,449,827 $\mathbf{0}$ 21,000 For 99.39% Adopted
Against 0.61%
6 Ratification of the cooptation of Mr. Bertrand DE
CASTELNAU as a Board member
3,449,827 $\mathbf{0}$ 21,000 For. 99.39% Adopted
Against 0.61%
$\overline{7}$ Renewal of Mr. Bertrand DE CASTELNAU's
mandate as a Board member
3,273,425 0 197,362 For 94.31% Adopted
Adopted
Adopted
Against 5.69%
8 Setting of Board members' attendance fees 2,655,939 1.173 813,715 For 76.52%
Abstention 0.03%
Against 23.44%
9 Share buyback 3,430,184 713 39,930 For 98.83%
Abstention 0.02%
Against 1.15%
Extraordinary
General Meeting
10 Capital increase with pre-emptive subscription
rights
3,434,874 713 35,240 For 98.96% Adopted
Abstention 0.02%
Against 1.02%
11 Capital increase without pre-emptive subscription 1,381,506 0 2,089,321 For 39.80%
60.20%
Rejected
rights via a public offering
Capital increase without pre-emptive subscription
Against
For
39.80%
12 rights via a private placement 1,381,506 0 2,089,321 60.20% Rejected
Capital increase without pre-emptive subscription Against
For
39.82%
13 rights for certain categories of beneficiaries 1,381,950 0 2,088,877 Against 60.18% Rejected
For 46.01%
14 Increase in the number of shares by virtue of the 4
previous resolutions
1,596,791 32,413 1,841,623 Abstention 0.93% Rejected
Against 53.06%
For 51.73%
15 Common share warrants issue 1,795,309 0 1,675,518 Against 48.27% Rejected
16 Free share allotment 1,833,968 $\mathbf{0}$ 1,636,859 For 52.84% Rejected
Against 47.16%
17 Capital increase reserved for employees 405,987 0 3,064,840 For 11.70% Rejected
Against 88.30%
18 Setting of the global threshold 1,914,012 713 1,556,102 For 55.15% Rejected
Abstention 0.02%
Against 44.83%
19 Reduction of the share capital via the cancellation
of shares
3,388,264 0 82,563 For 97.62% Adopted
Against 2.38%
20 Amendment of the Articles of Association -
compliance with legislative and regulatory
3,446,297 0 24,530 For 99.29% Adopted
Against 0.71%
21 Powers to carry out formalities 3,446,297 0 24,530 For 99.29% Adopted
Against 0.71%

Next financial press release

Half-yearly sales 2019, Thursday 25 July 2019, after market close

About Theradiag

Capitalizing on its expertise in the distribution, development and manufacturing of in vitro diagnostic tests, Theradiag innovates and develops theranostics tests (combining treatment and diagnosis) that measure the efficiency of biotherapies in the treatment of autoimmune diseases and cancer. Theradiag is thus participating in the development of customized treatment, which favors the individualization of treatments, the evaluation of their efficacy and the prevention of drug resistance. Theradiag notably markets the Lisa Tracker® range (CE marked), which is a comprehensive multiparameter theranostic solution for patients with autoimmune diseases treated with biotherapies. The Company is based in Marne-la-Vallée, near Paris, and has over 60 employees.

For more information about Theradiag, please visit our website: www.theradiag.com

Theradiag Investor Relations Fabienne François, CFO Tel.: +33 (0)1 64 62 10 12 [email protected]

NewCap Investor Relations Sandrine Boussard Tel.: +33 (0)1 44 71 20 40 [email protected]

NewCap Media Relations Nicolas Mérigeau Tel.: +33 (0)1 44 71 94 98 [email protected]

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