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2016-02-12

BioGaia: Notice to attend the Extraordinary General Meeting of BioGaia AB (publ)

BioGaia AB (publ) will hold its Extraordinary General Meeting at 2.00
p.m. on Friday, 18 March 2016, at Lundqvist & Lindqvist Klara Strand,
Klarabergsviadukten 90, in Stockholm, Sweden. The doors will be
opened for registration at 1.30 p.m. Registration will end at 2.00
p.m.

Right to participate
In order to participate in the Meeting, shareholders must be recorded
in the register of shareholders maintained by Euroclear Sweden AB no
later than Saturday, 12 March 2016 (since the record date is a
Saturday, please note that the shareholder must be recorded in the
register of shareholders no later than Friday, 11 March 2016) and
must provide notice of participation to the company no later than
4.00 p.m. on Monday, 14 March 2016. Notification can be made by mail
to BioGaia AB (publ), P.O. Box 3242, 103 64 Stockholm, Sweden, by
telephone +46 (0)8-555 293 00 or by e-mail to
extrabolagsstamma@biogaia.se. The notification shall include the
shareholder's name, personal or corporate identity number, address,
telephone number, registered shareholding and the names of any
proxies or assistants.

In order to vote at the Meeting, shareholders whose shares are
registered in the name of a trustee must temporarily re-register the
shares in their own name. Such re-registration, which may be
temporary, must be completed no later than Friday, 11 March 2016.

Form of Proxy
Shareholders who are represented by a proxy must submit a dated form
of proxy. If the form of proxy is submitted by a legal entity, a copy
of the certificate of registration or other proof of authorization
for the legal entity must be attached. A form of proxy can be
downloaded from the company's website www.biogaia.se. An original
form of proxy and, where appropriate, a certificate of registration
or other proof of authorization, should be received by the company at
the above address no later than Monday, 14 March 2016.

Proposed agenda

1. Opening of the Meeting
2. Election of the Chairman of the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to attest the minutes of the
Meeting

6. Determination as to whether the Meeting has been duly convened
7. The board's proposal for approval of the transfer of shares in
Infant Bacterial Therapeutics AB

8. The board's proposal for declaration of distribution of all of
BioGaia's shares in the subsidiary Infant Bacterial Therapeutics AB

9. Closing of the Meeting
Proposed resolutions

The board's proposal for approval of the transfer of shares in Infant
Bacterial Therapeutics AB (item 7)

On 12 November 2013, BioGaia transferred 2,250 shares in the
subsidiary Infant Bacterial Therapeutics AB ("IBT") to each of Eamonn
Connolly and Staffan Str?mberg for a price of in total SEK 45,000,
respectively. At the time of the share transfer Eamonn Connolly and
Staffan Str?mberg were employed by BioGaia as Research Director and
Head of the Regulatory, respectively. The background to the share
transfers was the board of directors' resolution to fund a project
presented by Eamonn Connolly and Staffan Str?mberg, regarding the
development of a drug against necrotising enterocolitis (NEC).

Pursuant to Chapter 16 of the Swedish Companies Act the above share
transfers must be approved by the General Meeting of BioGaia. Hence,
the board of directors proposes that the Meeting approves BioGaia's
transfer of 2,250 shares in IBT to Staffan Str?mberg and Eamonn
Connolly, respectively. For a valid resolution, the proposal must be
supported by shareholders representing at least nine tenths of both
the votes cast and the shares represented at the Meeting.

The board's proposal for declaration of distribution of all of
BioGaia's shares in the subsidiary Infant Bacterial Therapeutics AB
(item 8)

The board of directors proposes that the Meeting resolves to
distribute all of BioGaia's shares, namely 74,066 shares of series A
and 1,659,579 shares of series B, in the subsidiary Infant Bacterial
Therapeutics AB, to BioGaia's shareholders.

One (1) series A share in BioGaia shall entitle to one (1) series A
share fraction in IBT and one (1) series B share in BioGaia shall
entitle to one (1) series B share fraction in IBT, whereby ten series
A share fractions shall entitle to one (1) share of series A in IBT
and ten series B share fractions shall entitle to one (1) share of
series B in IBT. As is stated in BioGaia's year-end report for 2015,
the shares in IBT are accounted for at an aggregate value of SEK 81.8
million in BioGaia's balance sheet. One (1) share of each series in
IBT, respectively, is hence equivalent to an accounted value of SEK
4.72 per share in BioGaia.

In the event that a shareholder's holding in BioGaia is not evenly
divisible by ten, any excess share fractions that have not entitled
to shares in IBT will be sold on the respective shareholder's behalf.
Such sales will be conducted, free of brokerage fees, by Carnegie
Investment Bank AB. The proceeds from the sale will be paid to the
shareholders concerned through Euroclear Sweden AB.

The record day for the distribution shall be 23 March 2016. The shares
in IBT will thereby be available at the shareholders' VP-accounts (or
at the VP-accounts held by those that may otherwise be entitled to
distribution) on or around 29 March 2016.

Number of shares/votes and Meeting documents
The total number of shares in the company amounts to 17,336,462, of
which 740,668 are series A shares and 16,595,794 are series B shares,
carrying a combined total of 24,002,474 votes.

The complete resolution proposal and further information regarding
item 8 above and a proxy form will be held available at the company
no later than three weeks prior to the Meeting and will be sent free
of charge to all shareholders who so request and who provide their
postal address. The documentation will also be held available on the
company's website www.biogaia.com.

Stockholm, February 2016
The board of directors of BioGaia AB (publ)

Latest press releases from BioGaia
2016-02-12 Proposal for distribution and separate listing of BioGaia's
subsidiary Infant Bacterial Therapeutics

2016-02-12 BioGaia AB Year-end report 2015
2016-01-11 New meta-analysis confirms effectiveness of BioGaia's
probiotic for infant colic

BioGaia has published this information in accordance with the Swedish
Securities Market Act. The information was issued for publication on
12 February 2016, 10:00 CET.

For additional information please contact
Peter Rothschild, President, BioGaia: 46 8 555 293 00

BioGaia is a healthcare company that develops, markets and sells
probiotic products with documented health benefits. The products are
primarily based on the lactic acid bacterium Lactobacillus reuteri,
which has probiotic, health-enhancing effects. The class B share of
the Parent Company BioGaia AB is quoted on the Mid Cap list of the
NASDAQ OMX Nordic Exchange Stockholm. www.biogaia.com

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http://news.cision.com/biogaia/r/notice-to-attend-the-extraordinary-gene...
http://mb.cision.com/Main/3271/9913245/476377.pdf

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