Resolutions at the Annual General Meeting in Biotage AB on April 27, 2017
At the Annual General Meeting held in Biotage AB (Reg. No. 556539-3138) on April 27, 2017, the following resolutions were passed, among others.
Appropriation of the company’s result
The General Meeting resolved a dividend of SEK 1.25 per share, which in aggregate is a dividend in the amount of no higher than SEK 80,893, 059.75 and to carry forward SEK 392,506,938.
Record date for dividend was resolved to be Tuesday 2 May 2017.
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 Peter Ehrenheim as Board members and to elect Yvonne Mårtensson 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, that will appoint Jonas Ståhlberg as auditor in charge, as the company’s auditor for the period until the end of the General Meeting to be held 2018.
The General Meeting resolved that a fee of SEK 1,460,000 shall be paid to the Board of Directors for the period up to and including the Annual General Meeting 2018 to be distributed as follows: the Chairman shall receive SEK 460,000 and each of the other Board members elected by the General Meeting who are not employed by the company shall receive SEK 200,000. 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 and a fee shall be paid to the members of the compensation committee of an aggregate of not more than SEK 40,000 whereof the chairman shall receive SEK 20,000 and the other two members SEK 10,000 each.
The General Meeting resolved that the auditors should be compensated at current account.
The General Meeting resolved that in accordance with the nomination committee’s proposal that the company shall have a nomination committee consisting of four members. The members should be one representative of each of the three largest shareholders in the company with regard to the number of votes held who wish to appoint such representatives, together with the Chairman of the board of directors whom also shall convene the first meeting of the nomination committee. The nomination committee shall perform the duty of the nomination committee in accordance with the Swedish corporate governance code. The nomination committee’s term of office shall extend until a new nomination committee is appointed.
The nomination committee shall be composed based on shareholder statistics from Euroclear Sweden AB as of the last banking day in August and other reliable shareholder information which has been provided to the company at such time. When determining who are the three largest shareholders with regard to the number of votes held, a group of shareholders shall be considered as one owner if they (i) have been organized as a group in the Euroclear-system or (ii) have made public and notified the company that they have made a written agreement to take – through the coordinated exercise of voting rights – a common long-term view on the management of the company. The nomination committee shall appoint one of the members, who is not the chairman of the board of directors, as chairman of the nomination committee. The chairman of the nomination committee shall, if the nomination committee does not resolve otherwise, be the member that represents the largest shareholder with regard to the number of votes held. The names of the representatives and the names of the shareholders they represent shall be announced as soon as they have been appointed.
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.
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 6,470,000 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 annual general meeting 2018.
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. Number of transferred shares may not exceed the shares actually held by the company at time of the board’s resolution to transfer the shares.
3. Acquisitions and transfers of shares may only take place at a price within the price interval at any time recorded on the Nasdaq Stockholm, and this shall refer to the interval between the highest buying price and the lowest selling price.
Uppsala, April 27, 2017
Biotage AB (publ)
The Board of Directors
Torben Jörgensen, CEO
Tel: 0707-49 05 84, firstname.lastname@example.org
This information is information that Biotage AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation and the Securities Markets Act. The information was submitted for publication, through the agency of the contact persons set out above, at 08.30 CET on April 28, 2017.
Biotage offers efficient separation technologies from analysis to industrial scale and high quality solutions for analytical chemistry from research to commercial analysis laboratories. Biotage’s products are used by government authorities, academic institutions, pharmaceutical and food companies, among others. The company is headquartered in Uppsala and has offices in the US, UK, China, Japan and South Korea. Biotage has approx. 300 employees and had sales of 667 MSEK in 2016. Biotage is listed on the NASDAQ OMX Nordic. Website: www.biotage.com