Resolutions from Biovitrum's AGM
The Biovitrum Annual General Meeting (AGM) convened earlier today in Stockholm
and voted in favour of all resolutions proposed at the meeting, including:
The AGM approved the proposal to carry forward the retained profits of SEK
497,914,090.
The AGM discharged the members of the Board and the President from liability for
the financial year 2009.
The ordinary board members Hans Glemstedt, Bo Jesper Hansen, Wenche Rolfsen,
Michael Steinmetz and Hans Wigzell were re-elected and Adine Grate Axén and
Lennart Johansson were elected as new board members. Bo Jesper Hansen was
elected chairman of the Board.
Mats-Olof Ljungkvist, Peter Sellei and Håkan Åström had declined re-election.
Adine Grate Axén is board member of EDB Business Partners, advisor and executive
board member of 3 Scandinavia, member of the commission for the sale of shares
in companies with state ownership, as well as chairman of the Listing Committee
of Nasdaq OMX Stockholm. Previously she held a number of leading positions
within Investor AB. Adine Grate Axén has a Masters degree from Stockholm School
of Economics and Harvard AMP. Lennart Johansson is member of the management
group and the head of Operating Investments of Investor AB, as well as board
member of, among others, Saab AB, Mölnlycke AB and Gambro AB. Previously he was,
among other things, managing director of b-business partners and Emerging
Technologies AB. Lennart Johansson has a Master degree from Stockholm School of
Economics.
The AGM approved the compensation to the Board totaling SEK 1,755,000, of which
SEK 250,000 is paid to each of the board members with exception of the chairman
who shall not receive any compensation. The AGM further approved that fees for
work in the audit committee should be SEK 75,000 to the chairman and SEK 40,000
to each other member of such committee, that no fees should be paid for work in
the compensation & benefit committee and that fees for work in the scientific
committee should be SEK 50,000 to the chairman and SEK 25,000 to each other
member of such committee.
The AGM approved the proposed guidelines for remuneration for the management.
The AGM approved the proposed instructions and charter for the nomination
committee.
The AGM decided to adopt the Board's proposal regarding amendments to the
articles of association, partly for change of the company name to Swedish Orphan
Biovitrum AB (publ), partly for the purpose of clarifying the pre-emptive right
which shall be applicable for holders of common shares and C-shares,
respectively, in the event of cash or set-off issues.
The AGM approved the Board's proposal on the implementation of a performance
based, long-term share program for 2010 ("Share Program 2010"), comprising a
resolution regarding amendment of the articles of association, a resolution
regarding a directed issue of C-shares and a resolution regarding authorization
for the Board to repurchase issued C-shares. The program includes up to 80
managers and key employees of the Biovitrum-group, which receive the possibility
to be allocated common shares in Biovitrum free of charge. An offer to
participate in the program shall be provided no later than on 31 December 2010.
The participants of the program shall be divided into three categories: members
of the management team and two additional categories for other managers and key
employees. For each category, the Board will determine a maximum value for the
Share Program 2010 related to the participant's salary. The program participants
are nominated based on competence and performance as well as taking into
consideration the strategic importance of retaining key employees within the
business. For each participant, the Board establishes, following a proposal from
the compensation & benefit committee, an individual maximum value denominated in
SEK. Each maximum value shall thereafter be converted into a maximum number of
shares that may be allocated, based on the volume weighted average closing share
price of the Biovitrum common share during a period of ten trading days before
the day the participants are offered to participate in the program. The outcome
of the Share Program 2010 is dependent on the fulfillment of targets for value
creation, determined by the Board, connected to the total shareholder return of
the Biovitrum common share, during a three year period as from the date of the
offer to participate in the program. The participants must purchase common
shares in Biovitrum at market value to be allowed to participate in the Share
Program 2010 at a value within an amount interval based on their annual base
salary. For each common share that a participant purchases, the participant is
given the possibility, provided that certain conditions are fulfilled, to
receive one common share in Biovitrum free of charge. Based on a number of
assumptions, the maximum costs for the Share Program 2010 are calculated to
approximately SEK 12.5 million. Additional costs for social security charges are
calculated to approximately SEK 4.3 million. Upon full allocation according to
Share Program 2010, the number of shares in Biovitrum will be increased with
approximately 985,000 corresponding to a dilution effect of approximately 0.5
per cent of the share capital and the votes. To secure that the company can
fulfill its commitment according to Share Program 2010 and Share Program 2008
and 2009, the AGM resolved to issue not more than 1,552,949 C-shares to an
external party, whereby the company's share capital may be increased with not
more than approximately SEK 852,100, and to authorize the Board to repurchase
all issued C-shares. In order to enable the share issue the AGM also resolved to
amend the articles of association so that the maximum number of C-shares that
may be issued is increased from 2,000,000 to 5,000,000.
At the statutory meeting of the Board held in conjunction with the AGM, Lennart
Johansson (chairman), Adine Grate Axén and Hans Glemstedt were elected to the
audit committee, and Bo Jesper Hansen (chairman), Hans Glemstedt and Michael
Steinmetz to the compensation & benefit committee.
For full details on each proposal adopted by the AGM please refer to
www.biovitrum.com <http://www.biovitrum.net/> where documentation related to the
AGM can be downloaded.
CEO Martin Nicklasson's address to the meeting is also available
www.biovitrum.com <http://www.biovitrum.net/>.
For more information, contact:
Martin Nicklasson, CEO
Phone: +46 8 697 20 00
Göran Arvidson, CFO
Cell phone: +46 70 633 30 42
Erik Kinnman, VP Investor Relations
Cell phone: +46 73 422 15 40
erik.kinnman@biovitrum.com <mailto:erik.kinnman@biovitrum.com>
About Swedish Orphan Biovitrum
On January 14, 2010, Biovitrum AB (publ) completed the acquisition of Swedish
Orphan International Holding AB and created Swedish Orphan Biovitrum - a leading
company focused on treatment of rare diseases.
Swedish Orphan Biovitrum is a Swedish based specialty pharmaceutical company
with an international market presence. The company is focused on providing and
developing orphan and niche specialist pharmaceuticals to patients with high
medical needs. The portfolio consists of about 60 marketed products and an
emerging late stage clinical development pipeline within rare diseases. Swedish
Orphan Biovitrum has pro-forma revenues 2009e of about 2 BSEK and approximately
500 employees. The head office is located in Sweden and the share (STO: BVT) is
listed on NASDAQ OMX Stockholm. For more information please visit
www.biovitrum.com <http://www.biovitrum.net/>.
Swedish Orphan Biovitrum may be required to disclose the information provided
herein pursuant to the Swedish Securities Markets Act and/or the Swedish
Financial Instruments Trading Act. The information was provided for public
release on April 27, 2010 at 7.30 p.m. CET.
