Resolutions at the Annual General Meeting in Biotage AB on June 4, 2020
At the Annual General Meeting held in Biotage AB (Reg. NO. 556539-3138) on June 4, 2020, the following resolutions were passed, among others. The Board of Directors’ complete proposals have previously been published and are available at the company’s website, www.biotage.com.
Appropriation of the company’s result
The General Meeting resolved that no dividend is paid for the financial year 2019.
Discharge, Board of Directors, Auditors etc.
The General Meeting resolved to grant discharge to the Board of Directors and the Chief Executive Officer.
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 member. The General Meeting resolved to appoint Torben Jørgensen 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 2021.
The General Meeting resolved, in accordance with the nomination committee’s proposal, that a fee of SEK 1 625 000 shall be paid to the Board of Directors for the period up to and including the Annual General Meeting 2021 to be distributed as follows: the Chairman shall receive SEK 500,000 and each of the other Board members elected by the Annual General Meeting who are not employed by the company shall receive SEK 225,000. In addition, a fee shall be paid to the members of the Auditing Committee of an aggregate of not more than SEK 145,000, whereof the Chairman shall receive SEK 75,000 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 that in accordance with the nomination committee’s proposal meaning 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.
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.
Resolution on changes in the Articles of Association
The General Meeting resolved to make changes in the Articles of Association in accordance with the Board of Directors’ proposal.
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 2020”), 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 2020, so-called “Performance Shares”, in accordance with certain conditions set out below. Within the framework of LTIP 2020, 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 196,183 ordinary shares will be allotted to participants under LTIP 2020, and that 47,130 ordinary shares will be used to secure social contributions arising as a result of LTIP 2020 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 changes in the Articles of Association in order to enable the company to introduce a new class of shares, C shares, to authorise the Board of Directors to issue not more than 243,313 class C shares, to authorise the Board of Directors to repurchase class C shares and following the re-classification into ordinary shares, be transferred free of charge to participants of LTIP 2020.
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 2021, at one or several occasions and with or without deviation from the shareholders’ pre-emption rights, adopt resolutions to issue 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 result in an increase of the number of shares in the company of not more than 6,520,000 shares, in the aggregate.
This information was submitted for publication, through the agency of the contact persons set out above, at 05.00pm CET on June 4, 2020.
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, contract research and contract manufacturing companies, 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. 460 employees and had sales of 1 101 MSEK in 2019. Biotage is listed on NASDAQ Stockholm. Website: www.biotage.com