Pre-Annual General Meeting Information • Mar 25, 2011
Pre-Annual General Meeting Information
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The shareholders in Biotage AB are hereby summoned to the annual general meeting (the "Meeting"), to be held on Wednesday, April 27, 2011, at 4.00 p.m., at the head office of Biotage AB, Kungsgatan 76 in Uppsala, Sweden.
Shareholders who wish to participate in the Meeting must
Notice of participation in the Meeting may be made to the company by mail to the address Kungsgatan 76, SE-753 18 Uppsala, Sweden, by telefax + 46(0)18-591922, by telephone + 46(0)18-565900 or by e-mail: [email protected]. The notification should include the following information: name, social security number/corporate registration number, address, telephone number, shareholdings and number of accompanying assistants (maximum two).
Shareholders represented by proxy shall issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate for the legal entity shall be enclosed. The power of attorney in the original and, when applicable, the registration certificate should be sent in due time prior to the Meeting, to Biotage AB at the address Kungsgatan 76, 753 18 Uppsala, Sweden.
To be entitled to participate in the Meeting, shareholders whose shares are nominee registered must temporarily have the shares owner-registered with Euroclear Sweden AB. Shareholders who wish to make such reregistration must notify their nominee thereof. Shareholders must inform their nomine of such re-registration well before Tuesday, April 19, 2011, when such re-registration must have been executed.
The shareholders are reminded of their right to ask questions to the board of directors and the managing director at the Meeting in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Shareholders who want to submit questions in advance may do so by mail to Biotage AB, Kungsgatan 76, 753 18 Uppsala, Sweden or by e-mail to [email protected].
In the company there are in total 88,486,320 shares outstanding with one vote each. Biotage AB is the owner of 8,848,632 shares for which the company does not have the right to vote. There are hence 79,637,688 shares outstanding with a right to vote at the Meeting.
Items 1 and 12 to 14 – Election of chairman at the Meeting, resolution on the number of board members and deputy board members to be elected by the Meeting, resolution on fees payable to the board of directors and auditors and election of board members and chairman of the board of directors
The nomination committee of Biotage AB, consisting of Staffan Josephson (Investor Growth Capital), Anders Walldov (Brohuvudet AB and direct holding), Tommy Jacobsson (Varenne AB) and Ove Mattsson (Chairman of the board of directors) proposes the following:
Ove Mattsson shall be elected chairman of the Meeting.
Six board members (with no deputy board members) shall be elected.
A fixed fee of SEK 1,025,000 shall be determined for the period up to and including the annual general meeting 2011 to be distributed as follows: the chairman shall receive SEK 400,000 and each of the other board members elected by the Meeting who are not employed by the company shall receive SEK 125,000. In addition to that, a fee shall be paid to the members of the auditing committee of an aggregate of not more than SEK
100,000, whereof the chairman shall receive SEK 50,000 and the other two members SEK 25,000 each. - Fees payable to the auditors for the period up to and including the annual general meeting 2011 shall, as before, be paid against approved account.
Staffan Lindstrand left his Board assignment on 27 October 2010 and is not available for re-election as Board member. Re-election of the following members of the board of directors, Thomas Eklund, Anders Walldov, Ove Mattsson, Eva-Lotta Kraft and Per-Olof Eriksson. Ove Mattsson is proposed to be re-elected as chairman of the board of directors.
Election of Dr. Nils Olof Björk (b. 1947) as a new member of the Board. Dr. Björk has a long career with Alfa Laval where he during the years 1995-2002 was the Managing Director of Alfa Laval Japan and during the years 2002-2009 part of Alfa Laval's group management team and responsible for Mergers & Acquisitions and new technologies focused on energy, food, pharma and environment. Since 2009, Dr. Björk is Senior Advisor and a Director of Tranter, Inc. chairman of Österlens Kraft AB and Österlens Kraft e.f.. Since 2011, Dr. Björk is also president for Sällskapet Lundaakademiker.
The nomination committee proposes that the Meeting resolves as follows: the chairman of the board of directors shall be elected member of the nomination committee and shall be instructed to appoint, in consultation with the (by voting rights) major shareholders of the company as per September 1, 2011, another three members. The nomination committee shall appoint one of the members to be the chairman of the nomination committee. The chairman of the board of directors shall not be appointed as chairman of the nomination committee. In case a shareholder, whom a member of the nomination committee represents, is no longer one of the (by
voting rights) major shareholders of the company, or if a member of the nomination committee is no longer employed by such shareholder or for any other reason leaves the nomination committee before the annual general meeting 2012, the other members of the nomination committee shall jointly have the right to appoint another representative of the major shareholders to replace such member.
The nomination committee shall, before the annual general meeting 2012, prepare proposals for the election of chairman and other members of the board of directors, the election of chairman of the annual general meeting, the determination of fees and matters pertaining thereto.
The board of directors proposes a dividend of SEK 0.25 per share. Record date for dividend is proposed to be Monday, 2 May 2011. Payment of dividend is estimated to be effectuated by Euroclear Sweden AB on Thursday 5 May 2011.
The Board of Directors' proposes that the Meeting resolves to adopt guidelines for compensation for the executive management substantially in accordance with the following. The company shall strive to offer members of the executive management of the company a compensation that is adjusted to the conditions of the market. The compensation committee shall prepare and present such compensation proposals to the board of directors for resolution. In the compensation proposals the importance of the work, competence, experience and performance shall be taken into account. The compensation may consist of: fixed yearly income, variable income, pension benefits, discretionary bonus arrangements, and severance pay. The board of directors may for certain special purposes, if it is motivated by special circumstances, choose to deviate from these guidelines.
A. Reduction of the share capital through cancellation of treasury shares
The Board of Directors proposes a reduction of the company's share capital of SEK 8,848,632 through cancellation of 8,848,632 shares, without reimbursement to the shareholders. The purpose of the reduction is to transfer the amount by which the share capital is reduced to a fund where it can be used as unrestricted equity. The reduction will be made through cancellation of 8,848,632 shares acquired by the company following board decisions authorized at previous shareholder meetings.
The Board of Directors, or a person appointed by the board, shall be authorized to implement any minor adjustments to the Meeting's resolution that may be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear. There is a requirement for a resolution to be passed in accordance with the board's proposal that the resolution of the meeting is supported by shareholders representing at least 2/3 of both the votes cast and of the shares represented at the Meeting. The resolution is also conditional upon the Meeting resolves to approve the board's proposal under item B below.
The Board of Directors proposes that the Meeting decides to increase the company's share capital through a bonus issue in accordance with the following. The bonus issue will increase the share capital with SEK 9,556,522.56, without the issue of new shares. The purpose of the bonus issue is to restore the share capital after the reduction effected in accordance with item A above, rounded up, to obtain the desired quota value for the company. The company's share capital will be increased through a transfer from unrestricted equity.
The Board of Directors, or a person appointed by the board, shall be authorized to implement any minor adjustments to the Meeting's resolution that may be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear. The resolution is conditional upon the Meeting resolves to approve the board's proposal under item A above.
The board of directors proposes that the Meeting adopts a resolution to authorize the board of directors to, until the annual general meeting 2012, at one or several occasions and with or without deviation from the shareholders' preferential rights, adopt resolutions to issue shares and/or convertibles. The board of directors shall have the right to resolve that the shares and/or the convertibles shall be paid in kind or otherwise be subject to conditions referred to in Chapter 2 Section 5 second paragraph 1-3 and 5 of the Swedish Companies Act or that the shares and/or the convertibles shall be subscribed for with a right of set-off. The shareholders shall retain their preferential rights if the board of directors resolves to issue new shares against cash contribution. The board of directors resolutions to issue shares and/or convertibles may result in an increase of the number of shares in the company of not more than 7,900,000 shares, in the aggregate (assuming full conversion of the convertibles and before any re-calculations according to the conditions of the convertibles). Issues may be made in order to finance acquisitions of companies or parts of companies. In case of a directed cash issue of shares, the subscription price for the new shares shall be determined in close connection with the share price for the Biotage share on the NASDAQ OMX Stockholm at the time of the issue. In case of a directed cash issue of convertibles, the pricing and conditions of the convertibles shall be in line with market conditions. Considering the above, the board of directors shall also be authorized to resolve on such other conditions that the board of directors finds necessary to carry out the issues.
The reasons for the right to deviate from the shareholders preferential rights are to enable the company to, in a quick and effective way, finance acquisitions of companies or parts of companies. In case of full exercise of the authorization, and assuming full conversion of any issued convertibles (however before any re-calculations according to the conditions of the convertibles), the dilution effect corresponds to approximately 9,9 per cent of the share capital and the votes, subject to that the Meeting resolves in favour of the proposal to cancel repurchased shares as proposed under Item 17.
The board of directors, or any person appointed by the board of directors, shall be authorized to make minor adjustments of the resolution adopted by the Meeting in order to fulfil the registration with the Swedish Companies Registration Office (Sw. Bolagsverket). A resolution by the Meeting to adopt the board of directors' proposal shall be valid only where shareholders holding no less than two thirds of the votes cast as well as the shares represented at the Meeting approve the resolution.
The board of directors proposes that the Meeting resolves to authorize the board of directors to acquire and transfer own shares on NASDAQ OMX Stockholm substantially in accordance with following:
Acquisitions and transfers of shares may only take place at a price within the price interval at any time recorded on the NASDAQ OMX Stockholm, and this shall refer to the interval between the highest buying price and the lowest selling price.
The purpose of the proposed repurchase option is to give the board of directors wider freedom of action in the work with the company's capital structure. There is a requirement for a resolution to be passed in accordance with the board's proposal that the resolution of the meeting is supported by shareholders representing at least 2/3 of both the votes cast and of the shares represented at the meeting.
The accounting documents and the auditor's report and the complete proposal for the resolution under item 16, 17, 18 and 19 above together with the auditor's report in accordance with Chapter 8 Section 54 and Chapter 20 Section 14of the Swedish Companies Act and the board of directors report in accordance with Chapter 18 Section 4 and Chapter 19 Section 22 of the Swedish Companies Act will be held available at the company at the address Kungsgatan 76 in Uppsala as from Wednesday, April 6, 2011. The above documents will also be sent to shareholders upon request and will also be available on the company's website www.biotage.com and at the Meeting. A proxy form is available at www.biotage.com/fullmakt.
Uppsala in March 2011 Biotage AB (publ) The board of directors
The information in this press release is of the kind that Biotage AB (publ) may be required to make public according to the Securities Market Act and/or Financial Instruments Trading Act. The information was released for publication at 9.00 am on March 25, 2011.
Biotage offers solutions, knowledge and experience in the areas of analytical chemistry and medicinal chemistry. The customers include the world's largest pharmaceutical and biotech companies, and leading academic institutes. The company is headquartered in Uppsala and has subsidiaries in the US, UK and Japan. Biotage has 272 employees and had sales of 428.9 MSEK in 2010. Biotage is listed on the NASDAQ OMX Nordic Stockholm stock exchange. Website: www.biotage.com
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