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2022-03-28

NOTICE OF ANNUAL GENERAL MEETING IN BIOTAGE AB (publ)

The shareholders in Biotage AB (publ), Reg. No. 556539-3138, with its registered office in Uppsala kommun, Uppsala län, are hereby summoned to the Annual General Meeting, to be held on Thursday, 28 April 2022.

On the basis of temporary statutory rules, the Board of Directors has decided that the Annual General Meeting will be conducted by advance voting only, without physical presence of shareholders, proxies and third parties. Biotage welcomes all shareholders to exercise their voting rights at this Annual General Meeting through advance voting, according to the procedure set out below. Information on the resolutions passed at the Annual General Meeting will be published on 28 April 2022, as soon as the result of the voting has been finally confirmed.

In the advance voting form, the shareholders may request that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such continued general meeting shall take place if the Annual General Meeting so resolves or if shareholders with at least one tenth of all shares in the company so request.

Notice, etc.
Shareholders who wish to participate in the Annual General Meeting must

  1. be recorded as a shareholder in the share register maintained by Euroclear Sweden AB on Wednesday, 20 April 2022, and
  2. notify the company of their intention to participate in the Annual General Meeting by casting their advance vote in accordance with the instructions under the heading “Advance voting” below, so that the advance voting form is received by Biotage no later than on Wednesday, 27 April 2022.

Advance voting
The shareholders may only exercise their voting rights at the general meeting by voting in advance, so-called postal voting in accordance with section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form shall be used for advance voting. The form is available on Biotage’s website, www.biotage.com. The advance voting form is considered as the notification of participation.

The completed voting form must be received by the company no later than 27 April 2022. The form may be submitted by e-mail to BiotageAGM@vinge.se or by post to Biotage AB (publ), c/o Advokatfirman Vinge, Box 1703, SE-111 87 Stockholm, Sweden.

The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

If the shareholder votes in advance by proxy, a dated power of attorney shall be issued in writing for the proxy. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate or similar for the legal entity shall be enclosed. A proxy form is available at www.biotage.com and is to be enclosed to the advance voting form.

Nominee registration
Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must register their shares in their own names to be entitled to participate in the general meeting. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee’s procedures and such time in advance as the nominee determines. Voting rights registration completed not later than the second banking day after 20 April 2022 are taken into account when preparing the register of shareholders.

Right to request information
The shareholders are reminded of their right to request information according to chapter 7, section 32 of the Swedish Companies Act. A request for such information shall be made in writing to Biotage AB (publ), Biotage AB (publ), c/o Advokatfirman Vinge, Box 1703, SE-111 87 Stockholm, Sweden or by e-mail to BiotageAGM@vinge.se, no later than on 18 April 2022. Information relating to such requests will be made available at Biotage AB (publ), Vimpelgatan 5, SE-753 18 Uppsala, Sweden, and on www.biotage.com, no later than on 23 April 2022. The information will also be sent, within the same period of time, to shareholders who so request and state their address.

Number of shares and votes
As of the date of this notice there are a total of 65,983,775 ordinary shares in the company that entitle to one vote per share at the Annual General Meeting. Further, the company holds 486,565 own class C shares, which entitle to one tenth of a vote per share and which cannot be represented at the Annual General Meeting. The class C shares do not entitle to dividends. Thus, there are a total of 66,470,340 shares and 66,032,431.5 votes in the company, of which 65,983,775 shares and votes can be represented at the Annual General Meeting.

Proposed Agenda

  1. Election of the Chairman of the Annual General Meeting.
  2. Election of two persons to approve the minutes
  3. Preparation and approval of the voting list.
  4. Approval of the agenda.
  5. Determination whether the Annual General Meeting has been duly convened.
  6. Presentation of the annual report and the auditor’s report, as well as the consolidated accounts and the auditor’s report on the consolidated accounts.
  7. Resolutions on approval of the income statement and the balance sheet, and the consolidated income statement and the consolidated balance sheet.
  8. Resolution on allocation of the company’s profit or loss pursuant to the approved balance sheet.
  9. Resolution on discharge from liability for the board members and the CEO.
  10. Resolution on the number of board members to be elected by the Annual General Meeting, and the number of auditors.
  11. Resolution on the fees payable to the Board of Directors and the auditors.
  12. Election of board members and Chairman of the Board of Directors.
  13. Election of auditors.
  14. Resolution on the nomination committee.
  15. Presentation of the Board of Directors’ remuneration report for approval.
  16. Resolution on adoption of long-term incentive plan (LTIP).
  17. Resolution on authorization for the Board of Directors to issue shares.

a) Main proposal
b) Alternative proposal

Proposals of the nomination committee
Items 1 and 10 to 13 – Election of Chairman at the Annual General Meeting, resolution on the number of board members to be elected by the Annual General Meeting and the number of auditors, resolution on fees payable to the Board of Directors and auditors and election of board members and Chairman of the Board of Directors and election of auditors

The nomination committee of Biotage AB, consisting of Joachim Spetz, Chairman (appointed by Swedbank Robur Fonder), Christoffer Geijer (appointed by SEB Investment Management), Sussi Kvart (appointed by Handelsbanken Fonder) and Torben Jørgensen (Chairman of the Board of Directors) proposes the following:
- Torben Jørgensen, or the person appointed by the nomination committee if he has an impediment to attend, shall be elected Chairman of the Annual General Meeting.
- Six board members (with no deputy board members) shall be elected and the number of auditors shall be one registered public accounting firm.
- A fixed fee to the Board of Directors (fees for 2021 in brackets), including fees for work in committees, of SEK 2,550,000 (2,345,000) shall be determined for the period up to and including the Annual General Meeting 2023 to be distributed as follows: The Chairman shall receive SEK 725,000 (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 300,000 (280,000). Furthermore, a fee shall be paid to the members of the auditing committee of an aggregate of not more than SEK 200,000 (160,000), whereof the Chairman shall receive SEK 100,000 (90,000) and the other two members SEK 50,000 (35,000) each and a fee shall be paid to the members of the compensation committee of an aggregate of not more than SEK 125,000 (110,000), whereof the Chairman shall receive SEK 65,000 (60,000) and the other two members SEK 30,000 (25,000) each.
- Fees payable to the auditors for the period up to and including the Annual General Meeting 2023 shall, as before, be paid against approved account.
- Re-election for the period until the end of the Annual General Meeting to be held 2023 of the currently elected members of the Board of Directors Torben Jørgensen, Peter Ehrenheim, Karolina Lawitz, Åsa Hedin and Mark Bradley and new election of Karen Lykke Sørensen. Torben Jørgensen is proposed to be elected as Chairman of the Board of Directors.
- Election of the auditing firm Öhrlings PricewaterhouseCoopers AB (“PwC”), as the company’s auditor for the period until the end of the Annual General Meeting to be held 2023. Leonard Daun is proposed by PwC as auditor in charge if they are elected. The proposal is in accordance with the audit committee’s recommendation.

Karen Lykke Sørensen
Karen Lykke Sørensen is the CEO of Philips Capital since 2018. Prior to this she held senior management positions at Philips, Sanofi and Biogen. Karen is a board member of Vitrolife since 2020 and Orion Corporation since 2022 and has previously been a board member of MEDA, Orifarm, Danish Technical University/SCION and EKF: Danish Export Credit Fund (Ministry of Foreign Affairs). Karen was born in 1962 and has a Master of Science from the Danish Technical University and an MBA from INSEAD.

A presentation of all the individuals proposed by the nomination committee for election is available at www.biotage.com.

Item 14 – Resolution on the nomination committee
The nomination committee proposes that the Annual General Meeting resolves the following:

The company shall have a nomination committee consisting of three ordinary 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. The Chairman of the Board of Directors of the company shall be an adjunct member of the nomination committee and 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.

The nomination committee shall be composed based on shareholder statistics from Euroclear Sweden AB as of the last banking day in August and other reliable shareholder information which has been provided to the company at such time. When determining who are the three largest shareholders with regard to the number of...

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