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Theradiag

AGM Information Jun 5, 2018

1702_iss_2018-06-05_0a777aad-a5db-4f7e-b67c-6bade835b79b.pdf

AGM Information

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o Result of the votes at Theradiag's Annual and Extraordinary General Meeting

o Change in the composition of the Board of Directors chaired by Gérard Tobelem

  • o The Board of Directors reaffirms its confidence in the CEO
  • o Update regarding the HOB Biotech situation

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.

Results of the voting at the 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%.

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

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 $\overline{\phantom{a}}$

Change in the composition of the Board of Directors

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:

  • Gérard Tobelem, Chairman of the Board
  • Sylvie Bratel, Independent Director
  • Dominique Costantini, Independent Director
  • Vincent Fert, Independent Director
  • John Li, Director
  • Pierre Morgon, Independent Director
  • Dominique Takizawa, Independent Director

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.

The Board of Directors reaffirms its confidence in the CEO

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.

Update regarding the HOB Biotech situation

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.

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 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]

NewCap Financial Communications & Investor Relations Valentine Brouchot Tel.: +33 (0)1 44 71 94 94 [email protected]

Alize RP Press Relations Caroline Carmagnol Tel.: +33 (0)1 44 54 36 64 [email protected]

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