AIX-EN-PROVENCE, France--(BUSINESS WIRE)--Regulatory News:
SuperSonic Imagine (Euronext: SSI, FR0010526814, PEA-PME eligible) (Paris:SSI), a Company specializing in ultrasound medical imaging, announces that the Combined Shareholders’ Meeting (ordinary and extraordinary) of SuperSonic Imagine shareholders was held on June 16, 2020 under the chairmanship of Michael Brock (Chairman of the Board of Directors).
Given the current context related to the coronavirus epidemic (Covid-19) and in accordance with Article 4 of the French Ordinance no. 2020-321 of March 25, 2020 and the decision of the Board of Directors of SuperSonic Imagine of May 4, 2020, the Combined Shareholders’ Meeting of Supersonic Imagine was held in closed session (huis clos), without the physical presence of its shareholders, who were able to participate and vote by mail, or by giving a proxy to the Chairman of the Combined Shareholders’ Meeting or to a third party.
The Combined Shareholders’ Meeting of June 16, 2020 met the necessary quorum and all the resolutions were submitted for approval to the shareholders.
11 shareholders representing 19,568,620 shares and 19,568,620 voting rights, i.e., 81.29%, out of a total number of 24,073,389 shares with voting rights, participated, for the ordinary part, to the Combined Shareholders’ Meeting.
11 shareholders representing 19,568,620 shares and 19,568,620 voting rights, i.e., 81.29%, out of a total number of 24,073,389 shares with voting rights, participated, for the extraordinary part, to the Combined Shareholders’ Meeting.
The shareholders adopted all the resolutions (ordinary and extraordinary) proposed to them by the Board of Directors. In particular, they have:
Ordinary Shareholders’ Meeting
- approved the annual and consolidated accounts for the year ended December 31, 2019 (1st and 2nd resolutions) as well as the allocation of earnings to the “retained earnings” account resulting in losses of (18,046,485.85) euros (3rd resolution). The Combined Shareholders’ Meeting also acknowledged the shareholders' equity situation of less than half of the share capital and approved the need to decide on the continuation of SuperSonic Imagine's activity (4th resolution);
- approved all the related-party agreements submitted to its vote, it being specified that Hologic Hub Ltd., did not take part in this vote, in accordance with the provisions of Article L. 225-40 of the French Commercial Code (5th resolution to 9th resolution);
- approved the ratification of the respective co-opting, as directors, of Mrs. Patricia Dolan, Mr. Michelangelo Stefani and Mr. Antoine Bara, as well as the appointment of Mr. John LaViola as observer of the Board of Directors (10th resolution to 13th resolution);
- approved the compensation policy for corporate officers as well as the compensation of the Chief Executive Officer and the Chairman of the Board of Directors paid or owed during and in respect of the year ended December 31, 2019 (14th resolution to 20th resolution);
- approved the settlement agreement entered into between SuperSonic Imagine and Mrs. Michèle Lesieur on January 29, 2020 in the context of the dismissal of the latter's mandate as Chief Executive Officer (21st resolution);
- authorized the Board of Directors, in accordance with Article L. 225-209 of the French Commercial Code, to purchase treasury shares under a share buyback program (22nd resolution);
Extraordinary Shareholders’ Meeting
- authorized the Board of Directors to reduce SuperSonic Imagine's share capital by canceling shares purchased or to be purchased under the authorization to buy back treasury shares (23rd resolution);
- decided not to pronounce the early dissolution of SuperSonic Imagine and approved the continuation of SuperSonic Imagine's activity pursuant to Article L. 225-248 of the French Commercial Code (24th resolution);
- approved all of the proposed amendments to the by-laws in order to align them with legal and regulatory provisions (25th resolution to 29th resolution) and, more generally, delegated its power to the Board of Directors to make necessary amendments to the by-laws in order to bring them into compliance with legal and regulatory provisions, subject to ratification of these amendments by the next Extraordinary Shareholders' Meeting (30th resolution);
- granted full powers to carry out all formalities required by law (31st resolution).
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The detailed results of the votes for each resolution are published on SuperSonic Imagine’s website (https://www.supersonicimagine.fr).
SuperSonic Imagine's by-laws, as approved today, can be consulted on SuperSonic Imagine’s website at the following address : https://www.supersonicimagine.fr.
In accordance with article R. 225-29-1 IV of the French Commercial Code, the 2020 compensation policy, as approved this day by the shareholders, is available on SuperSonic Imagine’s website https://www.supersonicimagine.fr.
About SuperSonic Imagine
SuperSonic Imagine is a medical technology company (Medtech) specialized in ultrasound imaging. The company designs, develops and markets an ultrasound platform whose exclusive ultrafast technology (UltraFastTM) has given rise to new imaging methods, which have now become standards in the non-invasive care path for the characterization of breast, liver or prostate diseases. The first innovative mode UltraFastTM is ShearWave® elastography (SWETM), which allows doctors to instantly visualize and analyze tissue hardness, which is critical information for the diagnosis of many pathologies. To date, more than 600 publications have validated the benefits of its technologies. The latest addition to the Aixplorer® range, Aixplorer MACH® 30 introduces a new generation of imaging UltraFastTM allowing the optimization of all innovative imaging modes: ShearWave PLUS, UltraFast Doppler, Angio PL.U.S, TriVu. With more than 2,300 ultrasound platforms installed worldwide, SuperSonic Imagine is present in more than 80 countries and its main markets are China, the United States and France. The group's revenues for the 2019 financial year amounted to €26.8 million. SuperSonic Imagine is a company listed on Euronext (symbol: SSI). For more information, visit www.supersonicimagine.fr.