Pre-Annual General Meeting Information • Mar 31, 2010
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 Thursday, April 29, 2010, 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 may not be older than one year. 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 (former VPC AB). Shareholders who wish to make such re-registration must notify their nominee thereof. Shareholders must inform their nomine of such reregistration well before Friday, April 23, 2010, when such re-registration must have been executed.
In the company there are in total 88,486,320 shares with one vote each.
The nomination committee of Biotage AB, consisting of Björn Odlander (HealthCap), Karl Swartling (Investor Growth Capital), Anders Walldov (Brohuvudet AB and direct holding) and Ove Mattsson (Chairman of the board of directors) proposes the following:
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.
Bengt Samuelsson and Mathias Uhlén have expressed that they are not available for re-election as Board member. Re-election of the following members of the board of directors, Thomas Eklund, Staffan Lindstrand, Ove Mattsson, and Per-Olof Eriksson. Ove Mattsson is proposed to be re-elected as chairman of the board of directors.
Election of Anders Walldov and Eva-Lotta Kraft as new members of the Board.
Anders Walldov, b. 1949, GBA (Handelshögskolan i Lund), AMP (Harvard Business School), private investor with more than 30 years experience from bank and finance, whereof approximately 20 years as CEO. Principal other board assignments are; Brohuvudet AB (director), SevenDay Finans AB (chairman), Followit Holding AB (publ) (chairman) and Wellnet AB (chairman).
Eva-Lotta Kraft, b. 1951, Masters of Science Chemical Engineering (Kungliga Tekniska Högskolan KTH), MBA in International Business Management (Uppsala Universitet), currently working with assignments as board member and other engagements. Previous experiences from working with leadership, development and marketing in international environments at FOI, Swedish Defence Research Agency, Siemens-Elema and Alfa Laval, amongst others. Principal other board assignments are: Siemens AB, Svolder AB, Samhall AB, Munters AB and ÅF AB.
Shareholders together representing approximately 26 per cent of the voting rights in the company have declared that they intend to vote in favour of the above proposals for resolutions.
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, 2010, 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 2011, 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 2011, 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.
Shareholders together representing approximately 26 per cent of the voting rights in the company have notified that they intend to vote for the proposed resolution above.
The board of directors proposes a dividend of SEK 0.20 per share. Record date for dividend is proposed to be Tuesday, 4 May 2010. Payment of dividend is estimated to be effectuated by Euroclear Sweden AB (former VPC AB) on Friday 7 May 2010.
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.
The board of directors proposes that the Meeting adopts a resolution to authorize the board of directors to, until the annual general meeting 2011, 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 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 8,800,000 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 per cent of the share capital and the votes.
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.
Item 18 - Resolution on authorization for the board of directors to acquire and transfer own shares 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:
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 and 18 above together with the auditor's report in accordance with Chapter 8 Section 54 of 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 Thursday, April 15, 2010. 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 2010 Biotage AB (publ) The board of directors
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