Proposals for Annual General Meeeting
The Board of Directors of Biotage AB proposes the Annual General Meeting on April 27, 2005, to: • authorize the Board to issue ordinary shares and/or convertible bonds • resolve on the implementation of a global employee stock option program • resolve on a hedging arrangement for the implementation of the employee stock option program (authorization for the Board to issue debentures with detachable warrants)
Authorization for the Board of Directors to issue ordinary shares and/or convertible bonds The Board of Directors of Biotage AB has resolved to propose the Annual General Meeting to authorize the Board to issue ordinary shares and/or convertible bonds to be paid for in cash, through an issue in kind or through set-off, with our without deviation from the shareholders’ pre-emption rights. The Board’s resolutions may result in an increase of the number of shares in the company by not more than 6,400,000 ordinary shares in total. 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 connection with a directed cash issue, 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 and the pricing and conditions of any issued convertible bonds shall be in line with market conditions. In case of full exercise of the authorization, the dilution effect amounts to less than 10 per cent of the share capital and the votes. Implementation of a global employee stock option program The Board has made the assessment that the employee stock options previously allocated to employees in the company have had a positive effect on the group by contributing to a relatively low employee turnover and a good recruitment of new employees. The evaluation made by the Board has shown that remuneration of the employees can be connected to the future development of performance and value within the company by share based incentive programs. The long-term increase in value is thereby rewarded and shareholders and relevant employees share the same goal. Share based incentive programs also create a common perspective for the relevant employees in different parts of the group and give priority to long-term actions. The Board has therefore resolved to propose that the Annual General Meeting shall resolve to implement a global employee stock option program, according to which employees of the group can be allocated, at no premium, in total not more than 550,000 stock options until the Annual General Meeting 2006. The president of the company and other members of the group management may be allocated in total maximum 80,000 options each, senior executives in total maximum 30,000 options each, junior executives in total maximum 10,000 options each, other executives and key personnel in total maximum 2,000 options each and other employees in total maximum 400 options each. The exercise price for the options shall correspond to the higher of either (a) 110 per cent of the average of the last price paid for a share in Biotage as shown on the Stockholmsbörsen Official List during the five trading days immediately preceding the date of grant, or (b) 110 per cent of the last price paid on the date of grant. The option period shall be seven years from the date of grant and the options shall be vested after one year to three years after the date of grant, by one-third of the number of allocated options for each one-year period. The employee stock options shall not constitute securities and shall not be transferable. The right to exercise the options is conditioned upon the option holder still being employed within the Biotage group at the time of the exercise. The Board of Directors shall determine the detailed terms of the stock option program. In case all employee stock options are exercised, the employees will acquire shares in the company corresponding to less than one per cent of the share capital and votes. The purpose of the proposed employee stock option program is to provide opportunities for keeping and recruiting skilled employees and the Board is of the option that the implementation of a stock option program according to the above is to the benefit of the company and the shareholders. Authorization for the Board to issue debentures with detachable warrants In order to secure the proposed employee stock option program and to implement the program in a cost efficient, suitable and flexible way, the Board has resolved to propose the Annual General Meeting to authorize the Board to issue debentures with detachable warrants which entitle to subscription of newly issued shares in Biotage. In total, not more than 640,000 detachable warrants shall be issued, whereof in total not more than 90,000 warrants are intended to be exercised to cover costs that may arise as a result of the employee stock option programme (mainly costs for social fees or equivalent taxes). Each warrant shall entitle to subscription of one ordinary share in Biotage. The right to subscribe for the debentures with detachable warrants shall, with deviation from the shareholders’ preferential rights, be conferred on a bank, securities broker or similar appointed by the Board. Subscription of shares in the company based on warrants shall take place at a subscription price and other conditions that in all essential aspects shall correspond to the conditions of the employee stock options which the warrants intend to secure. If all warrants are exercised for the subscription of new shares, the company’s share capital will increase by SEK 640,000 from SEK 64,042,108 to SEK 64,682,108, which corresponds to a dilution of less than one per cent of the share capital and votes. Uppsala March 22, 2005 Biotage AB (publ) The Board of Directors