AGM Information • Apr 4, 2011
AGM Information
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BioGaia AB (publ) will hold its Annual General Meeting at 4:00 p.m. on Tuesday, 10 May 2011, at Lundqvist & Lindqvist Klara strand Konferens, Klarabergviadukten 90, in Stockholm. The doors will be opened for registration at 3:00 p.m. Registration will end at 4:00 p.m.
In order to be entitled to participate in the Annual General Meeting (AGM), shareholders must be recorded in the register of shareholders maintained by Euroclear Sweden AB no later than Wednesday, 4 May 2011, and must provide notice of participation to the Company's head office no later than 4:00 p.m. on Friday, 6 May 2011. Notification can be made by mail to BioGaia AB (publ), Box 3242, SE-103 64 Stockholm, Sweden, by telephone +46 (0)8-555 293 00, by fax +46 (0)8-555 293 01 or by e-mail [email protected]. The notification should include the shareholder's name, personal or corporate identity number, address, telephone number, registered shareholding and the names of any proxies or assistants.
In order to vote in the Meeting, shareholders whose shares are registered in the name of a trustee must temporarily re-register the shares in their own name. Such re-registration must be completed no later than Wednesday, 4 May 2011.
Shareholders who are represented by a proxy must submit a dated power of attorney. If the power of attorney is submitted by a legal entity, a copy of the certificate of registration or other proof of authorisation for the legal entity must be attached. A form for the power of attorney can be downloaded from the Company's website www.biogaia.se. An original power of attorney and, where appropriate, a certificate of registration or other proof of authorisation should be received by the Company at the above address no later than Friday, 6 May 2011.
The Nominating Committee, formed according to the ownership conditions at 30 June 2010, consists of Per-Erik Andersson, representing Annwall & Rothschild Investment AB, the company's largest shareholder, Board Chairman David Dangoor, the fourth largest shareholder, and Sven Zetterqvist, representing Livförsäkringsaktiebolaget Skandia, the sixth largest shareholder.
Attorney Peter Vennerstrand.
Seven (7) regular Board members with no (0) deputies.
Total fees of SEK 1,200,000, of which the Board Chairman shall receive SEK 300,000 and the other Board members not employed by the Company shall receive SEK 150,000 each. Auditors' fees shall be paid according to approved account.
Re-election of Jan Annwall, David Dangoor, Stefan Elving, Thomas Flinck, Inger Holmström, Paula Zeilon and Jörgen Thorball.
A detailed description of the members of the Board is provided in the 2010 annual report and on the Company's website www.biogaia.com.
Re-election of David Dangoor.
The Board Chairman shall convene the three largest shareholders in the company, each of which has the right to appoint a member to the Nominating Committee together with the Board Chairman. In determining the composition of the Nominating Committee, the largest shareholders in terms of voting power shall be based on the ownership conditions at 30 June 2011. The Nominating Committee shall be chaired by the member representing the largest shareholder on this date. If any of the three largest shareholders should waive this right, the shareholder next in order of voting power shall be given the opportunity to appoint a member. The names of the shareholder representatives shall be announced as soon as they are appointed, although no later than six months prior to the 2012 AGM. The mandate period of the Nominating Committee shall extend until such time as the new Nominating Committee has been appointed.
Should the ownership composition change in such a way that the shareholder represented by a member of the Nominating Committee is no longer among the three largest shareholders in terms of voting power, the Nominating Committee may, if deemed appropriate, remove such member and the shareholder next in order of voting power be given the right to appoint a member to the Nominating Committee. The same applies of a member of the Nominating Committee should leave the Nominating Committee for other reasons.
The Nominating Committee shall prepare proposals on the following matters to be put before the 2012 AGM for decision:
f) recommendations for the Nominating Committee ahead of the 2013 AGM.
The Board of Directors and President propose that the shareholders be paid a dividend of SEK 2.00 per share, with the record date on 13 May 2011. Dividends are expected to be disbursed by Euroclear Sweden AB on 18 May 2011. In view of the proposed dividend, the Company has issued a separate statement in accordance with Chapter 18, Section 4, of the Swedish Companies Act (SFS 2005:551)
The Board of Directors proposes that the AGM approve the following guidelines for remuneration and other terms of employment of senior executives in the Group. These principles apply to employment contracts entered into after the decision of the AGM and in the event that changes are made in the existing terms after this time. It is of fundamental importance for the Board that the principles for remuneration and other terms of employment of senior executives in the Group create long-term motivation and enable the Company to retain competent employees who work to attain maximum shareholder and customer value. In order to achieve this, it is vital to uphold fair and internally balanced terms that are marketbased and competitive with respect to the structure, scope and level of remuneration. The total remuneration package for the affected individuals should contain a well balanced mix of fixed salary, variable remuneration, long-term incentive schemes, pension benefits, other benefits and terms of notice/termination benefits.
Fixed salary – Fixed salary shall be differentiated on the basis of the individual's role and responsibilities, as well as competence and experience in relevant positions.
Variable remuneration – The variable remuneration shall be equal to not more than 10% of the total remuneration.
Long-term incentive schemes – Every year, the Board of Directors shall evaluate whether a share-based or share price-based incentive scheme should be proposed to the AGM. Other types of long-term incentive schemes can be decided on by the Board. Any remuneration in the form of long-term incentive schemes shall be consistent with generally accepted practices in the respective market.
Pensions – Senior executives who are entitled to pension benefits shall have pension agreements of the defined contribution type. The mandatory age of retirement for senior executives who are Swedish citizens is 65 years, and for others according to the pension rules in their respective countries. The amount of benefit payable depends on the amount payable under the pension agreements in force.
Other benefits – Other benefits shall be of limited value in relation to the other remuneration and shall be consistent with general norms in the respective geographic market.
Terms of notice and termination benefits – The Managing Director and the Company have a mutual period of notice of 18 months. If the Company dismisses the President, he/she shall be entitled to a salary during a termination period of 18 months. The Company's Vice President(s) shall have a corresponding period of notice of six months, and other senior executives three months.
The Board of Directors proposes that the Board be authorised to deviate from the above proposed guidelines in individual cases when there is special reason to do so.
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The total number of shares in the Company is 17,270,962, consisting of 740,668 class A shares and 16,530,294 class B shares, carrying a combined total of 23,936,974 votes.
At the AGM, if any shareholder should so request and the Board feels that this can be done without significant damage to the company, the Board of Directors and the President shall provide disclosures about conditions that could affect the assessment of items on the agenda and conditions that could affect the assessment of the company's or a subsidiary's financial situation and the company's relationship to other group companies.
The financial statements and audit report were sent to the shareholders in March 2011. These financial statements, the Board of Directors' complete proposals for resolution under item 16 above, the Nominating Committee's proposal according to the above, the auditor's statement on compliance with Board's guidelines for remuneration of senior executives, the Board's report in respect of the proposed appropriation of earnings and proposed conditions for payment of dividends, a motivated statement in accordance with Chapter 18, Section 4 of the Swedish Companies Act (2005:551) and a power of attorney form will be available at the Company starting on 18 April 2011 and will be sent to all shareholders who so request and who provide their mailing address. The documents will also be posted on the Company's website www.biogaia.se.
Stockholm, April 2011
The Board of Directors of BioGaia AB (publ)
Peter Rothschild, President, telephone: +46 8-555 293 00 Margareta Hagman, Executive Vice President, telephone: +46 8-555 293 00
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BioGaia has published this information in accordance with the Swedish Securities Markets Act. The information was published on 4 April 2011, 3:00 p.m. CET.
BioGaia is a biotechnology company that develops, markets and sells probiotic products with documented health benefits. The products are primarily based on the lactic acid bacterium Lactobacillus reuteri (Reuteri), which has probiotic, health-enhancing effects. The class B share of the Parent Company BioGaia AB is quoted on the Small Cap list of the NASDAQ OMX Nordic Exchange Stockholm. www.biogaia.com
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