AGM Information • Jun 5, 2018
AGM Information
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Croissy-Beaubourg, June 5, 2018, 8am CEST – THERADIAG (ISIN: FR0004197747, Ticker: ALTER), a company specializing in theranostics and in vitro diagnostics, today announces the results of the voting at its Ordinary Annual and Extraordinary General Meeting.
The Company' Ordinary Annual and Extraordinary General Meeting was held on May 29, 2018 in the offices of the Fieldfisher law firm, 48 rue Cambon, 75001 Paris, France. The number of shares held by shareholders present or represented at the Meeting was 2,536,253, giving a quorum of 29.27%.
| Resolution $n^{\circ}$ |
Resolution | N° of votes FOR |
$N^{\circ}$ of abstentions AGAINST |
N° of votes | Votes | % | Result of the vote | |
|---|---|---|---|---|---|---|---|---|
| Ordinary General Meeting |
$\mathbf 1$ $\overline{2}$ |
Approval of financial statements | 1,585,315 | $\mathbf{0}$ | 1,057,066 | or | 60.00% | Adopted |
| Against | 40.00% | |||||||
| Approval of consolidated accounts | 1,901,125 | $\Omega$ | 741,256 | -or | 71.95% | Adopted | ||
| Against | 28.05% | |||||||
| 3 | Approval of expenses and liabilities (art. 39 CGI) | 2,642,381 | $\mathbf 0$ 0 |
$\mathbf 0$ | For | 100.00% | Adopted Adopted |
|
| Against | 0.00% 71.93% |
|||||||
| 4 | Allocation of 2017 annual income | 1,900,612 | 741,769 | For Against |
28.07% | |||
| $\mathbf 0$ | 713 | For | 99.97% | |||||
| 5 | Approval of regulated agreements | 2,641,668 | Against | 0.03% | Adopted | |||
| For | 45.38% | |||||||
| 6 $\overline{7}$ |
Renewal of Mr. Michel FINANCE as a Director Renewal of Mr. Pierre MORGON as a Director |
1,199,100 1,885,253 |
578,375 $\mathbf 0$ |
864,906 757,128 |
Abstentions | 21.89% | Rejected Adopted |
|
| Against | 32.73% | |||||||
| For | 71.35% | |||||||
| Against | 28.65% | |||||||
| 8 9 10 11 |
Renewal of Mr. Vincent FERT as a Director Removal of Mr. John LI Renewal of the Company's statutory auditors Renewal of the Company's alternate statutory auditors |
1,892,563 1,318,087 1,897,763 2,641,468 |
$\mathbf 0$ $\mathbf 0$ $\mathbf 0$ $\mathbf 0$ |
749,818 1,324,294 744,618 913 |
-or | 71.62% | Adopted Rejected Adopted Adopted |
|
| Against | 28.38% | |||||||
| For | 49.88% 50.12% |
|||||||
| Against -or |
71.82% | |||||||
| Against | 28.18% | |||||||
| For | 99.97% | |||||||
| Against | 0.03% | |||||||
| 12 13 |
Setting of Board members' attendance fees Share buyback |
2,514,681 1,860,953 |
$\mathbf 0$ $\mathbf 0$ |
127,700 781,428 |
For | 95.17% | Adopted Adopted |
|
| Against | 4.83% | |||||||
| For | 70.43% | |||||||
| Against | 29.57% | |||||||
| Extraordinary General Meeting |
14 | Decision not to dissolve early | 2,642,381 | $\mathbf 0$ | $\mathbf 0$ | -or | 100.00% | Adopted |
| Against For |
0.00% 65.62% |
|||||||
| 15 | Capital increase with pre-emptive subscription rights |
1,733,840 | 713 | 907,828 | Abstentions | 0.03% | Rejected | |
| Against | 34.36% | |||||||
| 16 | Capital increase without pre-emptive subscription rights via a public offering |
789,609 | 0 | 1,852,772 | For | 29.88% | Rejected | |
| Against | 70.12% | |||||||
| 17 | Capital increase without pre-emptive | 791,072 | $\mathbf 0$ | 1,851,309 | For | 29.94% | Rejected | |
| subscription rights via a private placement | Against | 70.06% | ||||||
| 18 | Capital increase without pre-emptive | 0 | 1,924,584 | For | 27.16% | Rejected | ||
| subscription rights for certain categories of beneficiaries |
717,797 | Against | 72.84% | |||||
| 19 | Increase in the number of shares by virtue of the 4 previous resolutions |
1,617,055 | $\mathbf 0$ | 1,025,326 | For | 61.20% | Rejected | |
| Against | 38.80% | |||||||
| 20 21 22 |
Free share allotment Capital increase reserved for employees Setting of the global ceiling |
1,529,438 635,267 1,737,103 |
0 0 $\mathbf 0$ |
1,112,943 2,007,114 905,278 |
For | 57.88% | Rejected | |
| Against | 42.12% | |||||||
| For Against |
24.04% 75.96% |
Rejected | ||||||
| -or | 65.74% | |||||||
| Against | 34.26% | Rejected | ||||||
| 23 | Reduction in the share capital via the ancellation of shares |
1,576,466 | 315,810 | 750,105 | For | 59.66% | Rejected | |
| Abstentions | 11.95% | |||||||
| Against | 28.39% | |||||||
| 24 | Powers to carry out formalities | 2,325,858 | 316,523 | $\mathbf 0$ | For | 88.02% | Adopted | |
| Abstentions | 11.98% | |||||||
| Against | 0.00% | |||||||
| Ordinary General Meeting (resolutions tabled on HOB Biotech Group Corp. Ltd's request) |
25 | Removal of Mr. Michel FINANCE (Resolution that became void during the AGM) |
$\mathbf 0$ | $\mathbf 0$ | $\mathbf 0$ | For Against |
÷, ÷, |
|
| 26 | Removal of Mr. Gérard TOBELEM | 867,866 | 578,375 | 1,196,140 Abstentions | For | 32.84% | Rejected | |
| 21.89% | ||||||||
| Against | 45.27% | |||||||
| 27 | Appointment of Mrs. Sylvie BRATEL as a Director |
1,449,568 $\mathsf{O}\xspace$ |
4,000 $\mathsf{O}\xspace$ |
$\mathsf 0$ | For | 54.86% | Adopted | |
| 1,188,813 Abstentions | 0.15% | |||||||
| Against | 44.99% | |||||||
| 28 | Appointment of HOB BIOTECH as a Director | For | ||||||
| (Resolution that became void during the AGM) | Against | $\overline{\phantom{a}}$ |
Following this AGM, Theradiag's Board of Directors still comprises seven members and has just one new member, Sylvie Bratel, who has declared herself to be an independent director. The composition of the Board of Directors is thus now as follows:
After completing engineering degrees in France and the United States, in 1982 Sylvie Bratel joined Banque Nationale de Paris to work on technological innovation projects. She continued her career with the General Inspectorate and the Balance Sheet Management department before joining the Caisse des Dépôts et Consignation group in 1995, where she worked in the Competitive Banking Activities and Strategy departments. She participated in the creation of CDC-Markets before steering merger operations with Groupe Caisse d'Epargne and Groupe des Banques Populaires with the creation of Natixis. From 2009 to 2014, Sylvie Bratel was Head of Strategy for British insurance company Aviva's French subsidiary and then VP of its life insurance subsidiary Aviva Vie. Since 2014, Sylvie Bratel, independent director, has been IFA and EcoDa certified.
At its meeting of June 4, 2018, the Board of Directors confirmed Michel Finance's mandate as CEO and reaffirmed its full and complete confidence in him.
HOB Biotech's failure to comply with the terms of the 2015 contractual agreements signed by both companies has led to Theradiag being unable to distribute the agreed products in Europe or to market its reagents in China. Because of the loss suffered by Theradiag, legal proceedings have been initiated against HOB Biotech in order to obtain compensation.
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 65 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]
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