Full Press Release Details
A corporation ( SA ) with
a share capital of 4,997,776.75 euros
Headquarters: 8, rue de la Croix Jarry - 75013 Paris
428 859 052 T.C.R. Paris
COMBINED GENERAL MEETING OF SHAREHOLDERS
The shareholders are hereby informed that they are convened to the combined general meeting to be held on June 28, 2024 at
2:30 p.m. at the Biopark auditorium, 11 rue Watt, 4th floor, 75013 Paris, France, for the purpose of considering the following agenda:
Agenda under the competence of the ordinary general meeting
Agenda under the competence of the extraordinary general meeting
Approval of the annual financial statements for the financial year ended December 31, 2023
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the management report of the Board of Directors including the corporate governance report for the year ended December 31, 2023 and
the statutory auditors report on the annual financial statements and corporate governance,
approves the annual financial statements
for the year ended December 31, 2023, resulting in a loss of 104,392,234 euros, as presented to it, as well as the transactions reflected in such financial statements and summarized in said reports,
notes that the accounts do not show any expenses and charges referred to in Article 39-4 of the General
Tax Code, nor any excess depreciation.
Approval of the consolidated financial statements for the financial year ended December 31, 2023
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having read the report on the management of the group during the financial year ending December 31, 2023 and on the consolidated financial
statements for that year, as well as the auditors report on the said financial statements,
approves the annual financial statements for the year ended December 31, 2023, resulting
in a loss of 108,443,000 US dollars as presented to it, as well as the transactions reflected in such financial statements and summarized in said reports.
Allocation of the results for the financial year ended December 31, 2023
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the management report of the Board of Directors,
noting that the loss for the financial year ending December 31, 2023 amounts to the sum of 104,392,234 euros,
resolves to allocate said loss to the retained earnings account, which, as a result, will be negative up to this amount.
In accordance with Article 243 bis of the French General Tax Code, it is recalled that no dividend has been distributed for the last three financial
Allocation of losses carried forward to the share premium account,
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the management report of the Board of Directors,
noting that the retained earnings account amounts to 104,392,234 euros after allocation of the losses for the financial year ending
December 31, 2023, and that the share premium account amounts to 228,505,568 euros as of December 31, 2023,
charge all the losses recorded in the retained earnings account to the share premium account, which is thus reduced to 124,113,334 euros,
notes that as a result the retained earnings account is completely cleared.
Review of the agreements considered in articles L. 225-38 et seq. of the French
Commercial Code (financing agreement with Bpifrance)
The General Meeting, voting under the quorum and majority conditions required for
ordinary general meetings,
having reviewed the auditors special report,
approves the agreement entered into with Bpifrance, under which Bpifrance will finance over a 12-month
period the Company s claim against the French Treasury in respect of the Research Tax Credit, the conclusion of which was authorized by the Board of Directors at its meeting of August 3, 2023.
Review of the agreements considered in articles L. 225-38 et seq. of the French
Commercial Code (subsidy and repayable advance agreement with Bpifrance)
The General Meeting, voting under the quorum and majority
conditions required for ordinary general meetings,
having reviewed the auditors special report,
approves the subsidy and repayable advance agreement entered into with Bpifrance, , the conclusion of which was authorized by the Board of
Directors at its meeting of August 3, 2023.
Renewal of the appointment of Mr. Andr Choulika as a member of the board of directors
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
notes that the term of office as Director of Mr. Andr Choulika is due to expire at the close of this General Meeting,
resolves to renew the terms of office of Mr. Andr Choulika for a term of three (3) years due to expire at the end of the annual
ordinary general meeting of shareholders called to approve the accounts for the financial year ending December 31, 2026.
Choulika has already accepted the renewal of his appointment.
Renewal of the appointment of Mr. David Sourdive as a member of the board of directors
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
notes that the term of office as Director of Mr. David Sourdive is due to expire at the close of this General Meeting,
resolves to renew the terms of office of Mr. David Sourdive for a term of three (3) years due to expire at the end of the annual
ordinary general meeting of shareholders called to approve the accounts for the financial year ending December 31, 2026.
Sourdive has already accepted the renewal of his appointment.
Renewal of the appointment of J.M.H. Conseil as statutory auditor
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
notes that the term of office as statutory auditor of J.M.H. Conseil is due to expire at
the close of this General Meeting,
resolves to renew the terms of office of J.M.H. Conseil as statutory auditor for a six fiscal-year
period, due to expire at the end of the annual ordinary general meeting of shareholders called to approve the accounts for the financial year ending December 31, 2029.
Appointment of KPMG SA as statutory auditor
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
notes that the term of office as statutory auditor of Ernst & Young et Autres is due to expire at the close of this General Meeting,
resolves to appoint KPMG SA as statutory auditor for a six fiscal-year period, due to expire at the end of the annual ordinary general
meeting of shareholders called to approve the accounts for the financial year ending December 31, 2029.
Authorization to the Board of Directors to buy back shares of the Company
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
authorizes the Board of Directors to acquire shares in the Company under the conditions set out in Articles L. 22-10-62 et seq. of the French Commercial Code,
resolves that the acquisition, sale or transfer of
these shares may be carried out by any means, on one or more occasions, in particular on the market or over-the-counter, including by acquisition or sale of blocks,
public offers, using option or derivative mechanisms, under the conditions provided for by the market authorities and in compliance with the applicable regulations,
resolves that the authorization may be used in order:
resolves to set the maximum unit purchase price per share (excluding fees and commissions) at 10 euros, with an overall ceiling of 10,000,000
euros, it being specified that this purchase price will be subject to any adjustments which may be necessary to take into account transactions affecting the share capital (in particular in the event of the incorporation of reserves and the free
allocation of shares, share splits or reverse splits) which may occur during the period of validity of this authorization,
maximum number of shares which may be purchased pursuant to this resolution may not at any time exceed 10% of the total number of shares comprising the share capital at any time, it being specified that (i) when the shares are acquired for the
purpose of promoting the liquidity of the Company s shares, the number of shares taken into account for the calculation of this limit will correspond to the number of shares purchased less the number of shares resold during the term of the
authorization and (ii) when the shares are to be retained and subsequently remitted in payment or exchange in connection with a merger, demerger or contribution, the number of shares acquired may not exceed 5% of the total number of shares,
grants all powers to the Board of Directors, with the right to sub-delegate under the conditions
provided for by law, to implement this authorization, to place all stock market orders, to conclude all agreements under the conditions permitted by law, to carry out all formalities, procedures and declarations with the financial markets authority
and all other competent bodies and, in general, to do whatever is necessary.
This authorization is granted for a period of eighteen
(18) months as from the present Meeting and terminates any previous authorization having the same purpose.
Authorization to be granted to the Board of Directors to reduce the share capital by cancelling
shares under the authorization to buy back its own shares
The General Meeting, voting under the quorum and majority conditions required
for extraordinary general meetings,