NOTICE OF EXTRAORDINARY GENERAL MEETING IN BIOTAGE AB (PUBL)
The shareholders in Biotage AB (publ), Reg. No. 556539-3138, with its registered office in Uppsala kommun, Uppsala län, are hereby summoned to the extraordinary general meeting (the “Meeting”), to be held on Thursday, 7 November 2019, at 4pm, at Biotage AB headquarters, Vimpelgatan 5, 753 18 Uppsala
Shareholders who wish to participate in the Meeting must
a) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB on Thursday, 31 October 2019, and
b) notify the company of their intention to participate in the Meeting, no later than Thursday, 31 October 2019.
Notice of participation in the Meeting may be made to Biotage AB by mail to the address Box 8, SE-75103 Uppsala, Sweden, or by e-mail: email@example.com. The notification should include the following information: name, social security number/corporate registration number, address, telephone number, shareholdings and details of the attendance of any representative(s) and/or number of accompanying assistants (maximum two). Information submitted in connection with the notification will be computerised and used exclusively for the Meeting. See below for additional information on the processing of personal data.
Shareholders represented by proxy shall issue a dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate or similar for the legal entity shall be enclosed. The power of attorney is valid no longer than one year from date of issue, or during the period stated in the power of attorney, but in any event no longer than five years from the date of issue. The power of attorney in original and, when applicable, the registration certificate should be sent in due time prior to the Meeting, to Biotage AB at the address Box 8, 75103 Uppsala, Sweden. A proxy form is available at www.biotage.com/fullmakt.
To be entitled to participate in the Meeting, shareholders whose shares are registered in the name of a nominee must temporarily have the shares re-registered in their own names. Such re-registration must be effected in the share register maintained by Euroclear Sweden AB on Thursday, 31 October 2019, at the latest, and shareholders are requested to inform their nominees of such re-registration well before this date.
Number of shares and votes
At the date of this notice there are in total 65,201,784 shares outstanding in the company with one vote each. As of the day of this notice, the company holds no own shares.
- Opening of the Meeting and election of the chairman.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of two persons to approve the minutes.
- Determination whether the Meeting has been duly convened.
- Determination of the number of members of the Board of Directors
- Determination of fees to be paid to the members of the Board of Directors.
- Election of an additional member of the Board of Directors and a new Chairman of the Board of Directors
- Closing of the Meeting.
Proposals of the Nomination Committee
Item 1 and 6 to 8 – Opening of the Meeting and election of the Chairman, determination of the number of members of the Board of Directors, determination of fees to be paid to the members of the Board of Directors and election of an additional member of the Board of Directors and a new Chairman of the Board of Directors
The Nomination Committee of Biotage AB, consisting of Marianne Flink, chair of the Nomination Committee (appointed by Swedbank Robur fonder), Ove Mattsson (appointed by the shareholders Ann-Charlotte Bergström, Eva Forsberg, Lena Westergren, Jonas Lenman, Ove Mattsson and Susanne Wetterlin, who have concluded an agreement whereby they adopt, by concerted exercise of the voting rights they hold, a lasting common policy towards the management of the company), Christian Petersen (appointed by Vind AS) and Thomas Eklund (Chairman of the Board of Directors) proposes the following:
- Thomas Eklund as Chairman of the Meeting.
- that the Board of Directors shall have one additional member of the board and thus consist of six directors including the Chairman of the Board.
- that the remuneration to the new member of the Board of Directors in total per year shall be SEK 225,000 for the period up until the end of the AGM 2020, which is consistent with the remuneration to the current ordinary members of the Board of Directors. However, the total remuneration shall be adjusted pro rata to reflect the period left after election until the end of the AGM 2020. The remuneration to the remaining members of the Board of Directors including the Chairman of the Board shall remain in accordance with the resolution passed at the AGM 2019 and it may be noted that Torben Jørgensen will not receive remuneration as Chairman of the Board due to the fact that his notice period as formally employed runs up until the AGM 2020.
- that Åsa Hedin be elected as a new member of the Board of Directors and Torben Jørgensen as new Chairman of the Board of Directors for the period until the end of Annual Generel Meeting 2020. It may be noted that if the meeting resolves in accordance with the proposals in item 6 and 8 the Board of Directors will consist of the following directors elected by the general meeting; Torben Jørgensen (Chairman), Mark Bradley, Peter Ehrenheim, Thomas Eklund, Åsa Hedin and Karolina Lawitz for the period until the end of the of the Annual General Meeting 2020.
Åsa Hedin is an experienced business executive, innovator and entrepreneur having worked across a broad set of industries and companies globally. Åsa holds a Master of Science in BioPhysics from University of Minnesota where she conducted research in mathematical models in health sciences. She is currently an investor and non-executive Board Director focusing on the tech and life science sector. Prior to this she was Managing Director of Elekta Neuroscience and Head of Corporate Development and Strategy at Gambro AB. She has been instrumental in taking companies like Elekta and Filippa K from start-ups to multinationals.
A presentation of all the individuals proposed by the nomination committee for election is available at www.biotage.com.
Shareholders’ right to request information
The board of directors and the chief executive officer shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda, in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s webpage www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
This is an in-house translation of the Swedish original version. In case of any discrepancies between the English language version and the Swedish language version, the Swedish language version shall prevail.
Uppsala in October 2019
Biotage AB (publ)
The board of directors
This information was submitted for publication, through the agency of the contact persons set out above, at 08:30 CET on October 14, 2019.
Biotage offers efficient separation technologies from analysis to industrial scale and highquality 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, South Korea and India. Biotage has approx. 405 employees and had sales of 911 MSEK in 2018. Biotage is listed on NASDAQ Stockholm. Website: www.biotage.com