Notice of Annual General Meeting in Biotage AB
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STOCKHOLM, Sweden--(Business Wire)--
Regulatory News:
Shareholders in Biotage AB (STO:BIOTA) are hereby invited to
attend the Annual General Meeting, to be held on Tuesday, April 29,
2008, at 4.00 p.m., at the head office of Biotage AB, Kungsgatan 76 in
Uppsala, Sweden.
Notice etc.
Shareholders who wish to participate in the General Meeting must
a) be recorded as a shareholder in the share register maintained
by VPC on Wednesday, April 23, 2008, and
b) notify the company of their intention to participate in the
General Meeting, no later than Friday, April 25, 2008, at 4.00 p.m.
Notice of participation in the General Meeting may be made to the
company by mail to the address Kungsgatan 76, SE-753 18 Uppsala,
Sweden, by fax + 46-18-591922, by telephone + 46-18-565900 or by
e-mail: deltagare@eu.biotage.com. 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 participating through a representative must provide a
proxy for the representative. If the proxy is issued by a legal
entity, a certified copy of the registration certificate for the legal
entity must be enclosed. The proxy may not be older than one year. The
proxy in the original and, where applicable, the registration
certificate should be sent in due time prior to the General Meeting,
to Biotage AB at the address Kungsgatan 76, 753 18 Uppsala, Sweden.
To be entitled to participate in the General Meeting, shareholders
whose shares are nominee registered must temporarily have the shares
owner-registered with VPC. Shareholders who wish to make such
re-registration must notify their nominee thereof. The re-registration
must be made no later than on Wednesday, April 23, 2008, and the
shareholders should in due time before such date notify the nominee
thereof.
Number of shares and votes
In the company there are in total 88,486,320 shares with one vote
each.
Proposed Agenda
1. Opening of the General Meeting and election of the Chairman.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of two persons to approve the minutes.
5. Determination whether the General Meeting has been duly
convened.
6. Presentation of the annual report and the auditors report, as
well as the consolidated accounts and the auditors report on the
consolidated accounts.
7. Presentation of the work of the Board of Directors during the
past year.
8. Speech by the CEO.
9. Resolutions on approval of the income statement and the balance
sheet, and the consolidated income statement and the consolidated
balance sheet.
10. Resolution on allocation of the company's profit or loss
pursuant to the approved balance sheet.
11. Resolution on discharge from liability for the Board members
and the CEO.
12. Resolution on the number of Board members and deputy Board
members to be elected by the General Meeting.
13. Resolution on the fees payable to the Board of Directors and
the auditors.
14. Election of Board members and potential deputy Board members
as well as Chairman of the Board of Directors.
15. Election of Auditors
16. Resolution on the Nomination Committee.
17. Resolution on guidelines for compensation for the executive
management.
18. Resolution on authorization for the Board of Directors to
issue shares and/or convertibles.
19. Closing of the General Meeting.
Item 10 - Proposal for resolution on the appropriation of earnings
The Board of Directors and the Managing Director propose that the
accumulated losses amounting to 667,6 MSEK shall be covered by
reducing the statutory reserve with the equivalent amount.
Items 1 and 12 to 15 - Election of Chairman at the General
Meeting, resolution on the number of Board members and deputy Board
members to be elected by the General Meeting, resolution on fees
payable to the Board of Directors and auditors and election of Board
members and potential deputy Board members as well as Chairman of the
Board of Directors The Nomination Committee of Biotage AB, consisting
of Karl Swartling (Investor Growth Capital), Bjorn Odlander
(HealthCap), Carl Rosen (2 AP-fonden) and Ove Mattsson, Chairman of
the Board of Directors, proposes the following:
-- Ove Mattsson shall be elected Chairman of the Meeting.
-- Nine Board members (with no deputy Board members) shall be
elected.
-- A fixed fee of SEK 1,400,000 shall be determined for the
period up to and including the Annual General Meeting 2009 to
be distributed as follows: the Chairman shall receive SEK
400,000 and each of the other Board members elected by the
General 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 members SEK 25,000 each.
-- Fees payable to the auditors for the period up to and
including the Annual General Meeting 2009 shall, as before, be
paid against approved account.
-- Re-election of the current Board of Directors, i.e. Anders
Rydin, Thomas Eklund, Annika Espander, Staffan Lindstrand, Ove
Mattsson, Bengt Samuelsson, Mathias Uhlen, Axel Broms and
Per-Olof Eriksson. Ove Mattsson is proposed to be re-elected
as Chairman of the Board of Directors.
-- Election of Deloitte AB, with Marcus Sorlander as auditor in
charge, as the company's auditor for the period until the end
of the General Meeting held 2012. Shareholders together
representing more than 38 per cent of the voting rights in the
company have declared that they intend to vote in favour of
the above proposals for resolutions.
Items 16 - Resolution on the Nomination Committee
Shareholders together representing more than 38 per cent of the
voting rights in the company propose that the General 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, 2008, another three members. The names of
such members shall be published no later than six months before the
Annual General Meeting 2009. 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 2009, 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 2009, 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.
Item 17 - Resolution on guidelines for compensation for the
executive management
The Board of Directors' proposal regarding guidelines for
compensation for the executive management 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.
Item 18 - Resolution on authorization for the Board of Directors
to issue shares and/or convertibles
The Board of Directors proposes that the General Meeting adopts a
resolution to authorize the Board of Directors to, until the Annual
General Meeting 2009, 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, or to
strengthen the company's capital base and equity/assets ratio in case
a situation would occur when the company, in the opinion of the Board
of Directors, is in need of a rapid contribution of equity. 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 Stockholm Stock Exchange 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 company
acquisitions or through a directed issue strengthen the company's
capital base and equity/assets ratio. 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 General
Meeting in order to fulfil the registration with the Swedish Companies
Registration Office (Sw. Bolagsverket). A resolution by the General
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 General Meeting approve the
resolution.
Documents
The accounting documents and the Auditor's report and the complete
proposal for the resolution under item 17 above together with the
Auditor's report in accordance with Chapter 8 Section 54 of the
Swedish Companies Act will be held available at the company at the
address Kungsgatan 76 in Uppsala as from Tuesday, April 15, 2008. 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 General Meeting. A proxy form is available at
www.biotage.com/fullmakt
Uppsala in March 2008
Biotage AB (publ)
The Board of Directors
About Biotage
Biotage is a global company active in life science research with
strong technologies, a broad range of operations and a long-term view
of the market. The company offers solutions, knowledge and experience
in the areas of genetic analysis and medicinal chemistry. In 2005
operations and products were acquired from the American company
Argonaut, further strengthening the medicinal chemistry product range.
The customers include the worlds top 30 pharmaceutical companies, the
worlds top 20 biotech companies, and leading academic institutes. The
company is headquartered in Uppsala and has offices in the U.S.,
Japan, UK, Germany and several other European countries. Biotage has
320 employees and had sales of 496,4 MSEK in 2007. Biotage is listed
on the OMX Nordic Exchange Stockholm AB. Website: www.biotage.com
This information was brought to you by Cision
http://newsroom.cision.com
Biotage AB
Torben Jorgensen, President and CEO, +46 707 49 05 84
torben.jorgensen@eu.biotage.com
Copyright Business Wire 2008
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