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

  • Change in the composition of the Board of Directors chaired by Gérard Tobelem
  • The Board of Directors reaffirms its confidence in the CEO
  • Update regarding the HOB Biotech situation

CROISSY-BEAUBOURG, France--()--Regulatory News:

THERADIAG (Paris:ALTER) (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°   Resolution   N° of votes FOR   N° of abstentions   N° of votes AGAINST   Votes   %   Result of the vote

 

  1   Approval of financial statements   1,585,315   0   1,057,066   For   60.00%   Adopted
                    Against   40.00%    
2 Approval of consolidated accounts 1,901,125 0 741,256 For   71.95% Adopted
                    Against   28.05%    
3 Approval of expenses and liabilities (art. 39 CGI) 2,642,381 0 0 For   100.00% Adopted
                    Against   0.00%    
4 Allocation of 2017 annual income 1,900,612 0 741,769 For   71.93% Adopted
                    Against   28.07%    
5 Approval of regulated agreements 2,641,668 0 713 For   99.97% Adopted
                    Against   0.03%    
6 Renewal of Mr. Michel FINANCE as a Director 1,199,100 578,375 864,906 For   45.38% Rejected
Abstentions   21.89%
                    Against   32.73%    

Ordinary General Meeting

7 Renewal of Mr. Pierre MORGON as a Director 1,885,253 0 757,128 For   71.35% Adopted
                    Against   28.65%    
8 Renewal of Mr. Vincent FERT as a Director 1,892,563 0 749,818 For   71.62% Adopted
                    Against   28.38%    
9 Removal of Mr. John LI 1,318,087 0 1,324,294 For   49.88% Rejected
                    Against   50.12%    
10 Renewal of the Company's statutory auditors 1,897,763 0 744,618 For   71.82% Adopted
                    Against   28.18%    
11 Renewal of the Company's alternate statutory auditors 2,641,468 0 913 For   99.97% Adopted
                    Against   0.03%    
12 Setting of Board members' attendance fees 2,514,681 0 127,700 For   95.17% Adopted
                    Against   4.83%    
13 Share buyback 1,860,953 0 781,428 For   70.43% Adopted
                        Against   29.57%    

 

14 Decision not to dissolve early 2,642,381 0 0 For   100.00% Adopted
                    Against   0.00%    
15 Capital increase with pre-emptive subscription rights 1,733,840 713 907,828 For   65.62% Rejected
Abstentions   0.03%
                    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 subscription rights via a private placement 791,072 0 1,851,309 For   29.94% Rejected
                    Against   70.06%    
18 Capital increase without pre-emptive subscription rights for certain categories of beneficiaries 717,797 0 1,924,584 For   27.16% Rejected
                    Against   72.84%    

Extraordinary General Meeting

19 Increase in the number of shares by virtue of the 4 previous resolutions 1,617,055 0 1,025,326 For   61.20% Rejected
                    Against   38.80%    
20 Free share allotment 1,529,438 0 1,112,943 For   57.88% Rejected
                    Against   42.12%    
21 Capital increase reserved for employees 635,267 0 2,007,114 For   24.04% Rejected
                    Against   75.96%    
22 Setting of the global ceiling 1,737,103 0 905,278 For   65.74% Rejected
                    Against   34.26%    
23 Reduction in the share capital via the cancellation 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 0 For   88.02% Adopted
Abstentions   11.98%
                        Against   0.00%    

 

25 Removal of Mr. Michel FINANCE (Resolution that became void during the AGM) 0 0 0 For   - -
                    Against   -    
26 Removal of Mr. Gérard TOBELEM 867,866 578,375 1,196,140 For   32.84% Rejected
Abstentions   21.89%
                    Against   45.27%    

Ordinary General Meeting (resolutions tabled on HOB Biotech Group Corp. Ltd's request)

27 Appointment of Mrs. Sylvie BRATEL as a Director 1,449,568 4,000 1,188,813 For   54.86% Adopted
Abstentions   0.15%
                    Against   44.99%    
28 Appointment of HOB BIOTECH as a Director (Resolution that became void during the AGM) 0 0 0 For   - -
                        Against   -    

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

Contacts

Theradiag
Investor Relations
Fabienne François, +33 (0)1 64 62 10 12
CFO
contact@theradiag.com
or
NewCap
Financial Communications & Investor Relations
Valentine Brouchot, +33 (0)1 44 71 94 94
theradiag@newcap.eu
or
Alize RP
Press Relations
Caroline Carmagnol, +33 (0)1 44 54 36 64
theradiag@alizerp.com

Contacts

Theradiag
Investor Relations
Fabienne François, +33 (0)1 64 62 10 12
CFO
contact@theradiag.com
or
NewCap
Financial Communications & Investor Relations
Valentine Brouchot, +33 (0)1 44 71 94 94
theradiag@newcap.eu
or
Alize RP
Press Relations
Caroline Carmagnol, +33 (0)1 44 54 36 64
theradiag@alizerp.com