Business Services Industry
Resolutions at the Annual Shareholders' Meeting in Biotage AB on April 27, 2006
Business Wire, April 28, 2006
STOCKHOLM, Sweden -- At the Annual Shareholders' Meeting held in Biotage AB (Reg. No. 556539-3138) on April 27, 2006, the following resolutions were passed, among others.
Appropriation of the company's result
The Shareholders' Meeting resolved, in accordance with the proposal by the Board of Directors and the Managing Director, that the company's accumulated loss shall be balanced on new account.
Board of Directors etc.
The Shareholders' Meeting resolved, in accordance with the proposal by the Nomination Committee, to re-elect Jeff Bork, Annika Espander, Staffan Lindstrand, Ove Mattsson, Bjorn Odlander, Anders Rydin, Bengt Samuelsson and Mathias Uhlen as Board members and to elect Thomas Eklund as new Board member for the period until the end of the Annual Shareholders' Meeting 2007. In accordance with the proposal by the Nomination Committee, the Shareholders' Meeting further resolved to appoint Anders Rydin Chairman of the Board. The former Chairman of the Board, Borje Ekholm, had notified that he declines re-election.
The newly elected Board member Thomas Eklund was born in 1967 and is the Managing Director at Investor Growth Capital's Stockholm Office and is a member of the healthcare team focusing on European investments. Eklund is further a Board member of Carmel Pharma AB, Swedish Orphan International AB and Amic AB.
At the Annual Shareholders' Meeting it was informed that the employee organisation "Civilingenjorsforbundet" and "Naturvetarna" at Biotage have appointed Lars-Gunnar Eriksson to employee Board representative, and that the employee organisation "Sif" at Biotage has appointed Maritha Lundin to alternate Board representative. As already announced, it was further informed that Torben Jorgensen has been appointed to succeed Jeff Bork as Managing Director of Biotage immediately after the Annual Shareholders' Meeting.
Nomination Committee
The Shareholders' Meeting resolved that the Chairman of the Board of Directors shall be elected member of the Nomination Committee and shall be instructed to appoint, in consultation with the (by voting rights) major shareholders of the company as per September 1, 2006, another three members. The names of such members shall be published no later than six months before the Annual Shareholders' Meeting 2007. The Nomination Committee shall appoint one of the members to be the Chairman of the Committee. The Chairman of the Board may not be appointed Chairman of the Nomination Committee.
The Nomination Committee shall prepare proposals for the election of Chairman and other members of the Board of Directors, the election of Chairman of the Annual Shareholders' Meeting, the determination of fees and matters pertaining thereto, before the Annual Shareholders' Meeting 2007.
Amendment of the articles of association
The Shareholders' Meeting resolved, primarily as a consequence of the enactment of the new Swedish Companies Act, to amend the articles of association in accordance with the proposal by the Board of Directors.
Authorization for the Board of Directors to issue shares and/or convertibles
The Shareholders' Meeting resolved, in accordance with the proposal by the Board of Directors, to authorize the Board to issue shares and/or convertibles with or without deviation from the shareholders' pre-emption rights. The Board of Directors shall have the right to resolve that the shares and/or the convertibles shall 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 and/or the convertibles shall be subscribed for with a right of set-off. The Board's resolutions may result in an increase of the number of shares in the company by not more than 8,800,000 shares in total. Issues may be made in order to finance acquisitions of companies or parts of companies, or to strengthen the company's capital base and equity/assets ratio. In connection with a directed cash issue, the subscription price for the new shares shall be determined in close connection with the share price for the Biotage share on the Stockholm Stock Exchange and the pricing and conditions of any issued convertibles shall be in line with market conditions. In case of full exercise of the authorization, the dilution effect corresponds to approximately 9.0 percent of the share capital and votes.
Adoption of a global employee stock option program and hedging arrangement for the implementation of the employee stock option program (authorization for the Board of Directors to issue warrants)
The Shareholders' Meeting resolved, in accordance with the proposal by the Board of Directors, to adopt a global employee stock option program, according to which employees of the group can be allocated, at no premium, in total not more than 600,000 employee stock options until the Annual Shareholders' Meeting 2007.
The managing director of the company and other members of the group management may be allotted not more than 80,000 employee stock options each, senior managers not more than 30,000 employee stock options each, junior managers not more than 10,000 employee stock options each, other managers and key employees not more than 3,600 employee stock options each, and other employees not more than 400 employee stock options each.
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