Eurobio Scientific: all resolutions approved at the Annual General Meeting
The Board of Directors appoints a new governance
Paris, 16 June 2023 – 5:45pm
Eurobio Scientific (FR0013240934, ALERS, PEA-PME eligible), a leading French group in in vitro specialty medical diagnostics and life sciences, held its ordinary and extraordinary general meeting of shareholders on 13 June 2023.
At the date of the meeting, the total number of shares with voting rights was 10,208,224 for an equivalent total number of voting rights. The 73 shareholders present, represented or voting by post at this General Meeting, together held 5,156,579 shares, giving a quorum of 50.51%, for the resolutions submitted to the Ordinary and Extraordinary General Meetings.
All the resolutions approved by the Board of Directors, both ordinary and extraordinary, were adopted by a very large majority, in particular :
- approval of the annual and consolidated financial statements for the year ended 31 December 2022,
- the appropriation of net profit for the 2022 financial year,
- the authorisation given to the Board of Directors to implement a share buyback programme,
- renewal of the financial authorisations granted to the Board of Directors to carry out capital increases while maintaining and/or cancelling shareholders' pre-emptive subscription rights,
- renewal of the authorisation given to the Board of Directors to cancel shares previously bought back under the share buyback programme,
- renewal of the authorisation given to the Board of Directors to grant free shares to employees and officers of the Company.
Voting details are provided in the appendix on the next page.
At the Board meeting held after the Annual General Meeting, the directors also agreed to change the Company's governance structure with :
- the appointment of Denis Fortier as Chairman and CEO
- the appointment of three Deputy CEOs:
- Jean-Michel Carle
- Anne-Sophie Hérelle, Finance and Information Systems
- Cathie Marsais, Operations and Regulatory Affairs
Hervé Duchesne de Lamotte, previously Deputy CEO, remains a director.
Appendix : voting details
| Ordinary General Meeting | Number of votes in favour | % of votes cast | Number of votes against | % of votes cast | Abstentions | % of votes cast |
| 1st resolution (Approval of the financial statements for the year ending 31 December 2022) | 5,067,968 | 98.29% | 88,432 | 1.71% | 179 | 0.00% |
| 2nd resolution (Approval of the consolidated financial statements for the year ending 31 December 2022) | 5,156,256 | 100.00% | 144 | 0.00% | 179 | 0.00% |
| 3rd resolution (Allocation of earnings for the year ended 31 December 2022) | 5,156,256 | 100.00% | 144 | 0.00% | 179 | 0.00% |
| 4th resolution (Approval of agreements governed by Article L. 225-38 of the French Commercial Code) | 4,710,872 | 91.79% | 421,452 | 8.21% | 24,255 | 0.47% |
| 5th resolution (Setting the total annual amount of remuneration allocated to directors) | 5,043,380 | 97.81% | 112,995 | 2.19% | 204 | 0.00% |
| 6th resolution (Authorisation for the Board of Directors to implement a programme to buy back the Company's own shares) | 5,156,256 | 100.00% | 144 | 0.00% | 179 | 0.00% |
| 7th resolution (Powers) | 5,156,256 | 100.00% | 144 | 0.00% | 179 | 0.00% |
| Extraordinary General Meeting | Number of votes in favour | % of votes cast | Number of votes against | % of votes cast | Abstentions | % of votes cast |
| 8th resolution (Delegation of authority granted to the Board of Directors to increase the share capital for the benefit of specified categories of investors) | 3,747,361 | 72.67% | 1,409,218 | 27.33% | - | 0.00% |
| 9th resolution (Delegation of authority to the Board of Directors to increase the number of shares to be issued in the event of a capital increase, with or without pre-emptive rights) | 3,816,795 | 74.02% | 1,339,784 | 25.98% | - | 0.00% |
| 10th resolution (Authorisation to be granted to the Board of Directors to reduce the Company's share capital by cancelling shares) | 5,014,242 | 97.24% | 142,337 | 2.76% | - | 0.00% |
| 11th resolution (Authorisation to be granted to the Board of Directors in view of the free allocation of new or existing shares in the Company) | 3,555,088 | 68.94% | 1,601,491 | 31.06% | - | 0.00% |
| 12th resolution (Delegation of authority to the Board of Directors to increase the Company's share capital for the benefit of members of the company savings scheme) | 4,471,871 | 86.72% | 684,708 | 13.28% | - | 0.00% |
| 13th resolution (Powers) | 5,014,242 | 97.24% | 142,337 | 2.76% | - | 0.00% |
Next financial meeting
H1 revenues: July 24, 2023 (after market closes)
| About Eurobio Scientific Eurobio Scientific is a key player in the field of specialty in vitro diagnostics. It is involved from research to manufacturing and commercialization of diagnostic tests in the fields of transplantation, immunology and infectious diseases, and sells instruments and products for research laboratories, including biotechnology and pharmaceutical companies. Through many partnerships and a strong presence in hospitals, Eurobio Scientific has established its own distribution network and a portfolio of proprietary products in the molecular biology field. The Group has approximately 290 employees and four production units based in the Paris region, in Germany, in the Netherlands and in the United States, and several affiliates based in Dorking UK, Sissach Switzerland, Bünde Germany, Antwerp Belgium,Utrecht in The Netherlands and Milan in Italy. Eurobio Scientific's reference shareholder is the EurobioNext holding company which brings together its two directors, Jean-Michel Carle and Denis Fortier, alongside the "Pépites et Territoires" by AXA & NextStage AM investment program, managed by NextStage AM. For more information, please visit: www.eurobio-scientific.com The company is publicly listed on the Euronext Growth market in Paris Euronext Growth BPI Innovation, PEA-PME 150 and Next Biotech indices, Euronext European Rising Tech label. Symbol: ALERS - ISIN Code: FR0013240934 - Reuters: ALERS.PA - Bloomberg: ALERS:FP |
Contacts |
| Groupe Eurobio Scientific Denis Fortier, Chairman and CEO Anne-Sophie Hérelle, Deputy CEO Finance & IT Tel. +33(0) 1 69 79 64 80 | Calyptus Mathieu Calleux Investors Relations Tel. +33(1) 53 65 68 68 - eurobio-scientific@calyptus.net |
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