Resolutions at the Annual General Meeting in Biotage AB on April 27, 2009
At the Annual General Meeting held in Biotage AB (Reg. No. 556539-3138) on April 27, 2009, the following resolutions were passed, among others.
Appropriation of the company’s result
The General Meeting resolved a dividend of SEK 0.20 per share, which in aggregate is a dividend in the amount of SEK 17,697,264, and that accumulated profits of SEK 855,373,349 should be carried forward.
Record date for dividend was resolved to be Thursday, 30 April 2009.
Board of Directors
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, Staffan Lindstrand, Bengt Samuelsson, Per-Olof Eriksson and Mathias Uhlén as Board members. The General Meeting resolved to appoint Ove Mattsson Chairman of the Board.
The General Meeting resolved that a fee of SEK 1,025,000 shall be paid to the Board of Directors for the period up to and including the Annual General Meeting 2010 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 two other members SEK 25,000 each.
Nomination Committee
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) major shareholders of the company as per September 1, 2009, another three members. The names of such members shall be published no later than six months before the Annual General Meeting 2010. 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 2010, 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.
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 8,800,000 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. A maximum of 8,848,632 shares may be acquired and transferred on NASDAQ OMX Stockholm, which corresponds to a maximum of ten per cent of the total number of shares in the company.
2. The authorisation may be utilised on one or more occasions, however not longer than until the 2010 annual general meeting.
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.
Resolution on amendment of the articles of association.
The General Meeting resolved that Section 9, first and second paragraphs, in the articles of association be discarded and substituted by the following: “Notice of a general meeting shall be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) as well as on the company’s website. At the time of the notice, an announcement informing that the notice has been issued shall be published in Svenska Dagbladet.” The Meeting’s resolution to amend Section 9 in accordance with the above was made conditional upon that an amendment to the summons procedure for general meetings in the Swedish Companies Act has come into force, entailing that the proposed wording above is in conformity with the Swedish Companies Act.
Uppsala, April 27, 2009
Biotage AB (publ)
The Board of Directors