Resolutions from Biovitrums 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 388,501,778.
The AGM discharged the members of the Board and the President from
liability for the fiscal year 2008.
The ordinary Board Members Håkan Åström, Wenche Rolfsen, Michael
Steinmetz, Hans Wigzell and Mats-Olof Ljungkvist were re-elected and
Peter Sellei and Hans Glemstedt were elected as new board members.
Håkan Åström was elected Chaiman of the Board.
Anders Hultin and Toni Weitzberg have declined re-election. Peter
Sellei is responsible for the Healthcare Sector in the Core
Investment Department at Investor AB and former thoracic surgeon at
Karolinska Hospital and pharma analyst. Sellei has an M.D. from
Karolinska Institutet. Hans Glemstedt is a team member in the
Operating Investment group of Investor AB and former Senior Manager
at McKinsey. Glemstedt has a graduate and MBA from Stockholm School
of Economics.
The AGM approved the compensation to the Board totaling SEK
2,650,000, of which SEK 950,000 is paid to the Chairman, and SEK
250,000 is paid to each of the other Board Members. The compensation
for work in the committees of the Board was approved at SEK 50,000 to
the chairman of the Audit Committee and SEK 25,000 to the other
members of the Audit Committee and that no compensation will be
received by the members of the Remuneration Committee. The AGM also
approved compensation for work in the Scientific Committee at SEK
50,000 to the Chairman and SEK 25,000 to each of the other members in
the committee.
The AGM approved the guidelines for remuneration, etc. for the
Management.
The AGM decided to approve the proposed instructions and charter for
the Nomination Committee.
The AGM decided to adopt the Board's proposal regarding amendments in
the articles of association in respect of announcement of notice. The
amendment is conditional upon that the provisions of the Companies
Act (SFS 2005:551) regarding notice to general meeting will be
amended.
Furthermore, the AGM decided to authorize the Board to resolve to
issue new shares.
The AGM approved Biovitrum's new performance based, long-term share
program for 2009 ("Share Program 2009") comprising a resolution
regarding a directed issue of series C shares and a resolution
regarding authorization for the Board to repurchase issued series C
shares. The program includes up to 50 managers and key employees,
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 31 December 2009. The participants of
the program are divided into three categories: members of the
management team and two additional categories for other managers and
key employees. For each category, the board of directors will
determine a maximum value for the Share Program 2009 related to the
participant's salary. The respective maximum value is, thereafter,
converted to a maximum number of common shares to be allocated. With
an assumed share price of SEK 52 for the Biovitrum common share the
maximum number of common shares to be allocated amounts to 350,000.
The board of directors resolves on the number of common shares that
shall be possible to receive free of charge, after nomination from
the Compensation & Benefits committee. 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. The outcome of the Share Program 2009 is
dependent on the fulfillment of targets for value creation,
determined by the board of directors, 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 board of directors has allowed for a preliminary calculation of
the theoretical value of the right to receive allocation of common
shares in Biovitrum free of charge. Assuming a market price of SEK 52
and based on probability assessments as regards the achievement of
the conditions as set out above, the value amounts to SEK 20.70
(39.8% of SEK 52), which can lead to a maximum cost for Share Program
2009 of approximately MSEK 7.3. Based on the theoretical assumption
of an annual 10% increase in the share price of SEK 52 and on the
assumption that the program participants receive maximum number of
shares, the social security charges for Share Program 2009 are
estimated to amount to approximately MSEK 8.0.
At the statutory meeting of the Board held in conjunction with the
AGM, Mats-Olof Ljungkvist (Chairman), Peter Sellei and Håkan Åström
were elected to the Audit Committee, and Hans Glemstedt (Chairman),
Håkan Åström and Michael Steinmetz to the Remuneration Committee.
Michael Steinmetz (Chairman), Hans Wigzell and Wenche Rolfsen were
elected to the Scientific Committee.
For full details on each proposal adopted by the AGM please refer to
www.biovitrum.com where documentation related to the AGM is
published.
President and CEO Martin Nicklasson address to the meeting will be
available at www.biovitrum.com.
For more information, contact:
Martin Nicklasson, CEO
Phone: +46 8 697 2545
Göran Arvidson, CFO
Cell phone: +46 8 697 23 27
Erik Kinnman, VP Investor Relations
Cell phone: +46 73 422 15 40
erik.kinnman@biovitrum.com
About Biovitrum
Biovitrum is a Swedish pharmaceutical company. The company markets a
range of specialist pharmaceuticals internationally. Using its
expertise and experience Biovitrum takes scientific innovation all
the way to the market and to specialist indication patients with
significant medical need. Research expertise and capabilities are
focused on development and production of biotechnology therapeutics
within our prioritized areas of hemophilia, inflammation/autoimmune
diseases and malabsorption. The company has revenues of approximately
SEK 1.2 billion and around 400 employees. It is listed on the OMX
Nordic Exchange in Stockholm. For more information go to
www.biovitrum.com.
