Resolutions at the Annual General Meeting in Biotage AB on April 25, 2013
At the Annual General Meeting held in Biotage AB (Reg. No. 556539-3138) on April 25, 2013, the following resolutions were passed, among others.
Appropriation of the company’s result
The General Meeting resolved a dividend of SEK 0.50 per share, which in aggregate is a dividend in the amount of no higher than SEK 34,930,665.
Record date for dividend was resolved to be Tuesday, 30 April 2013.
Board of Directors. Auditors etc.
The General Meeting resolved that the board should be composed of six board members (with no deputy board members).
The General Meeting resolved to re-elect Ove Mattsson, Thomas Eklund, Karolina Lawitz, Nils Olof Björk and Anders Walldov as Board members. The General Meeting resolved to elect Peter Ehrenheim as new Board member. The General Meeting resolved to appoint Ove Mattsson Chairman of the Board.
The General Meeting resolved to re-elect the auditing firm Deloitte AB, with Marcus Sörlander as auditor in charge, as the company’s auditor for the period until the end of the General Meeting to be held 2014.
The General Meeting resolved that a fee of SEK 1,220,000 shall be paid to the Board of Directors for the period up to and including the Annual General Meeting 2012 to be distributed as follows: the Chairman shall receive SEK 420,000 and each of the other Board members elected by the General Meeting who are not employed by the company shall receive SEK 160,000. 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 two other members SEK 25,000 each.
The General Meeting resolved that the Chairman of the Board of Directors shall be appointed as member of the Nomination Committee and shall be instructed to appoint, in consultation with the (by voting rights) the three major shareholders of the company as per September 1, 2013, another three members. The names of such members shall be published no later than six months before the Annual General Meeting 2014. The Nomination Committee shall appoint one of the members to be the Chairman of the Committee. The Chairman of the Board may not be appointed Chairman of the Nomination Committee.
The Nomination Committee shall, before the Annual General Meeting 2014, 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 election of auditors, the determination of fees and matters pertaining thereto.
Resolution on guidelines for compensation for the executive management
The General Meeting resolved to adopt guidelines for compensation for the executive management in accordance with the proposal by the Board of Directors.
Resolutions on a reduction of the share capital through cancellation of treasury shares and a bonus issue
The General Meeting resolved to reduce the company’s share capital of SEK 4,141,137.50 through cancellation of 3,934,375 shares, without reimbursement to the shareholders.
The General Meeting resolved to increase the company’s share capital through a bonus issue which will increase the share capital with with SEK 4,191,679.80, without the issue of new shares.
The General Meeting resolved to authorize the Board of Directors, or a person appointed by the Board, 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.
Authorization for the Board of Directors to issue shares and/or convertibles
The General Meeting resolved to authorize the Board to issue shares and/or convertibles with or without deviation from the shareholders’ pre-emption rights. 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’s resolutions may result in an increase of the number of shares in the company by not more than 6,900,000 shares in total.
Authorization for the board of directors to acquire and transfer own shares
The General Meeting resolved to authorize the board of directors to acquire and transfer own shares on NASDAQ OMX Stockholm substantially in accordance with following:
1. The authorisation may be utilised on one or more occasions, however not longer than until the 2014 annual general meeting.
2. The company may purchase at the most so many shares that the company’s holding of own shares after the purchase amounts to a maximum of one-tenth of all the shares in the company.
3. 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.
Uppsala, April 25, 2013
Biotage AB (publ)
The Board of Directors
Torben Jörgensen, President and CEO
Tel: +46 707 49 05 84, firstname.lastname@example.org
Biotage discloses the information provided herein pursuant to the Swedish Securities Markets Act and/or the Swedish Financial Instruments Trading Act. The information was submitted for publication at 17.30 on 25 April 2013.
Biotage offers solutions, knowledge and experience in the areas of analytical chemistry, medicinal chemistry, separation and purification. The customers include pharmaceutical and biotech companies, companies within the food industry and leading academic institutes. The company is headquartered in Uppsala and has offices in the US, UK, China and Japan. Biotage has approx. 290 employees and had sales of 463 MSEK in 2012. Biotage is listed on the NASDAQ OMX Nordic Stockholm stock exchange. Website: www.biotage.com