Resolutions at the Annual General Meeting in Biotage AB on April 28, 2021
Biotage AB (Reg. No. 556539-3138) today, on April 28, 2021, held its Annual General Meeting. Due to the extraordinary situation as a result of the Covid-19 pandemic, the Annual General Meeting was carried out through advance voting only, without any physical attendance. The Board of Directors’ complete proposals have previously been published and are available at the company’s website, www.biotage.com. Among others, the following resolutions were passed.
Appropriation of the company’s result
In accordance with the proposal by the Board of Directors, the General Meeting resolved on a dividend of SEK 1.50 per share. The record date for dividend was resolved to be Friday, April 30, 2021. With this record date, the payment of dividend is estimated to be effectuated by Euroclear Sweden AB on Wednesday, 5 May 2021
Discharge, Board of Directors, Auditors etc.
The General Meeting resolved to grant discharge to the Board of Directors and the Chief Executive Officer from liability for their management of the company’s affairs during the financial year 2020.
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 Torben Jørgensen, Peter Ehrenheim, Thomas Eklund, Karolina Lawitz, Åsa Hedin and Mark Bradley as board members. The General Meeting resolved to appoint Torben Jørgensen Chairman of the board.
The General Meeting resolved to elect the auditing firm Öhrlings PricewaterhouseCoopers AB, with Leonard Daun as the registered public auditor in charge, for the period until the end of the General Meeting to be held in 2022.
The General Meeting resolved, in accordance with the nomination committee’s proposal, that a fixed fee, including fees for work in committees, of SEK 2,345,000 shall be paid to the Board of Directors for the period up to and including the Annual General Meeting 2022 to be distributed as follows. The Chairman shall receive SEK 675,000 and each of the other Board members elected by the Annual General Meeting who are not employed by the company shall receive SEK 280,000. Furthermore, a fee shall be paid to the members of the Auditing Committee of an aggregate of not more than SEK 160,000, whereof the Chairman shall receive SEK 90,000 and the two other members SEK 35,000 each and a fee shall be paid to the members of the compensation committee of an aggregate of not more than SEK 110,000 whereof the chairman shall receive SEK 60,000 and the other two members SEK 25,000 each.
The General Meeting resolved, in accordance with the nomination committee’s proposal, that the auditors shall be paid against approved account.
The nomination committee
The General Meeting resolved in accordance with the nomination committee’s proposal, implying among other things 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 who wish to appoint such representatives, with regard to the number of votes held, 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.
Resolution regarding approval of the Board of Directors’ remuneration report
The General Meeting resolved to approve of the Board of Directors’ remuneration report.
Resolution on changes in the Articles of Association
The General Meeting resolved, in accordance with the Board of Directors’ proposal, to make changes in the Articles of Association.
Resolution regarding approval of incentive program (LTIP)
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, regarding implementation of a new incentive program for the CEO, senior executives and other key employees within the Biotage group (“LTIP 2021”), meaning that a maximum of 18 individuals within the Biotage group will be able to participate.
Participants will be given the opportunity to receive ordinary shares free of charge within the framework of LTIP 2021, so-called “Performance Shares”, in accordance with certain conditions set out below. Within the framework of LTIP 2021, the company will allot participants rights to Performance Shares which means that, subject to certain conditions being met, the right to receive a Performance Share free of charge (“Share Rights”).
Upon maximum allotment of Share Rights 196,171 ordinary shares will be allotted to participants under LTIP 2021, together with an additional 47,081 ordinary shares to be used for securing social contributions arising as a result of LTIP 2021 which would entail a dilution effect of approximately 0.37 per cent of the total number of ordinary shares in the company.
Further, the Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to resolve on certain hedging arrangements to secure the delivery of shares at the end of the programme. The hedging arrangements include to authorise the Board of Directors to issue not more than 243,252 class C shares, to authorise the Board of Directors to repurchase class C shares and, following the re-classification of the class C shares into ordinary shares, to effectuate the transfer free of charge of the shares to the participants of LTIP 2021.
Authorization for the Board of Directors to issue shares
The Annual General Meeting resolved to authorize the Board of Directors to, until the Annual General Meeting 2022, at one or several occasions and with or without deviation from the shareholders’ pre-emption rights, adopt resolutions to issue ordinary shares. The Board of Directors shall have the right to resolve that the shares shall be paid in cash or 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 shall be subscribed for with a right of set-off. The shareholders shall retain their preferential rights if the Board of Directors resolves to issue new shares against cash contribution. The Board of Directors’ resolutions to issue shares may not correspond to a dilution of more than 15 percent of the total number of ordinary shares outstanding at the Annual General Meeting, after full exercise of the authorization.
Notwithstanding what is stated above regarding preferential rights for existing shareholders in case of an issue of shares against cash contribution, directed issues may be made in order to finance acquisitions of companies or parts of companies. In case of a directed cash issue of shares, such issue shall be made at market terms and conditions. Considering the above, the Board of Directors was also authorized to resolve on such other conditions that the Board of Directors finds necessary to carry out the issues. The reasons for the right to deviate from the shareholders preferential rights are to enable the company to, in a quick and effective way, finance acquisitions of companies or parts of companies.
This information was submitted for publication, through the agency of the contact persons set out above, at 17.00 CEST on April 28, 2021.
About Biotage
Biotage is a Global Impact Tech Company committed to solving society’s problems. We offer workflow solutions and products to customers in drug discovery and development, analytical testing and water and environmental testing.
Biotage is contributing to sustainable science with the goal to make the world healthier, greener and cleaner – HumanKind Unlimited.
Our customers span a broad range of market segments including pharmaceutical, biotech, contract research and contract manufacturers as well as clinical, forensic and academic laboratories in addition to organizations focused on food safety, clean water and environmental sustainability.
Biotage is headquartered in Uppsala in Sweden and employs approx. 485 people worldwide. The Group had sales of 1,092 MSEK in 2020 and our products are sold in more than 70 countries. Biotage’s share (BIOT) is listed in the Mid Cap segment on the NASDAQ Stockholm.
Website: www.biotage.com
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