28.03.2006 07:40:00
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Notice of Annual General Meeting of Biotage AB
Shareholders in Biotage AB are hereby invited to attend the AnnualGeneral Meeting, to be held on Thursday, April 27, 2006, at 5:00 p.m.,at the head office of Biotage AB, Kungsgatan 76 in Uppsala, Sweden.
Notice etc.
Shareholders who wish to participate in the General Meeting must
a) be recorded as a shareholder in the share register maintainedby VPC AB on Friday, April 21, 2006, and
b) notify the company of their intention to participate in theGeneral Meeting, no later than Monday, April 24, 2006, at 4.00 p.m.
Notice of participation in the General Meeting may be made to thecompany by mail to the address Kungsgatan 76, 753 18 Uppsala, by fax +46-18-591922, by telephone + 46-18-565900 or by e-mail:deltagare@eu.biotage.com. The notification should include thefollowing information: name, social security number/corporateregistration number, address, telephone number, shareholdings andnumber of accompanying assistants (maximum two).
Shareholders participating through a representative must provide aproxy for the representative. If the proxy is issued by a legalentity, a certified copy of the registration certificate for the legalentity must be enclosed. The proxy may not be older than one year. Theproxy in the original and, where applicable, the registrationcertificate should be sent in due time prior to the General Meeting,to Biotage AB at the address Kungsgatan 76, 753 18 Uppsala, Sweden.
To be entitled to participate in the General Meeting, shareholderswhose shares are nominee registered must temporarily have the sharesowner-registered with VPC AB. Shareholders who wish to make suchre-registration must notify their nominee thereof. The re-registrationmust be made no later than on Friday, April 21, 2006, and theshareholders should in due time before such date notify the nomineethereof.
Proposed Agenda
1. Opening of the General Meeting and election of the Chairman.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of two persons to approve the minutes.
5. Determination whether the General Meeting has been dulyconvened.
6. Presentation of the annual report and the auditors' report, aswell as the consolidated accounts and the auditor's report on theconsolidated accounts.
7. Presentation of the work of the Board of Directors during thepast year.
8. Speech by the Managing Director.
9. Resolutions on approval of the income statement and the balancesheet, and the consolidated income statement and the consolidatedbalance sheet.
10. Resolution on allocation of the company's losses pursuant tothe approved balance sheet.
11. Resolution on discharge from liability for the Board membersand the Managing Director.
12. Resolution on the number of Board members and deputy Boardmembers to be elected by the General Meeting.
13. Resolution on the fees payable to the Board of Directors andthe auditors.
14. Election of Board members and potential deputy Board members.
15. Resolution on the Nomination Committee.
16. Resolution on amendment of the articles of association.
17. Resolution on authorization for the Board of Directors toissue shares and/or convertibles.
18. Resolutions on
(a) adoption of a global employee stock option program, and
(b) authorization for the Board of Directors to issue warrantswith the right to subscribe for new shares in relation to the employeestock option program.
19. Closing of the General Meeting.
Item 10 -- Proposal for resolution on the appropriation ofearnings
The Board of Directors proposes that the accumulated loss,including the loss for the year, is carried forward.
Items 12-14 -- Resolution on the number of Board members anddeputy Board members to be elected by the General Meeting, resolutionon fees payable to the Board of Directors and election of Boardmembers and deputy Board members
Borje Ekholm has before the General Meeting notified that hewishes to resign as a Board member. The Nomination Committee ofBiotage AB, consisting of Anki Forsberg (HealthCap), Pal Nyren, MatsThoren (Catella Healthcare Investments) and Borje Ekholm (Investor AB)proposes the following:
-- Nine Board members (with no deputy Board members) shall beelected.
-- A fixed fee of SEK 1,240,000 shall be determined for the periodup to and including the Annual General Meeting 2007 to be distributedas follows: the Chairman shall receive SEK 400,000 and each of theother Board members elected by the General Meeting who are notemployed by the company shall receive SEK 120,000. In addition tothat, a fee shall be paid to the members of the Auditing Committee ofan aggregate of not more than SEK 100,000 to be distributed inaccordance with the Board's decision.
-- Re-election of Jeff Bork, Annika Espander, Staffan Lindstrand,Ove Mattsson, Bjorn Odlander, Anders Rydin, Bengt Samuelsson andMathias Uhlen as Board members. Election of Anders Rydin as Chairmanof the Board of Directors.
-- Election of Thomas Eklund as new Board member. Thomas Eklundwas born in 1967 and has a Master of Business Administration from theStockholm School of Economics. Eklund is the managing director ofGrowth Capitals' office in Stockholm and is a member of the Healthcareteam with a focus on European investments. Eklund is further a boardmember of Carmel Pharma AB, Swedish Orphan International AB and AmicAB.
Shareholders together representing more than 38 per cent of thevoting rights in the company have declared that they intend to vote infavour of the above proposals for resolutions.
For information, the Annual General Meeting in 2004 resolved toelect the auditing company Deloitte & Touche AB as the company'sauditor to serve for the period until the end of the Annual GeneralMeeting in 2008.
Items 15 -- Resolution on the Nomination Committee
Shareholders together representing more than 38 per cent of thevoting rights in the company propose that the General Meeting resolvesas follows: the Chairman of the Board of Directors shall be electedmember of the Nomination Committee and shall be instructed to appoint,in consultation with the (by voting rights) major shareholders of thecompany as per September 1, 2006, another three members. The names ofsuch members shall be published no later than six months before theAnnual General Meeting 2007. The Nomination Committee shall appointone of the members to be the Chairman of the Nomination Committee. TheChairman of the Board of Directors shall not be appointed as Chairmanof the Nomination Committee.
In case a shareholder, whom a member of the Nomination Committeerepresents, is no longer one of the (by voting rights) majorshareholders of the company, or if a member of the NominationCommittee is no longer employed by such shareholder or for any otherreason leaves the Nomination Committee before the Annual GeneralMeeting 2007, the Nomination Committee shall have the right to appointanother representative of the major shareholders to replace suchmember.
The Nomination Committee shall prepare proposals for the electionof Chairman and other members of the Board of Directors, the electionof Chairman of the Annual General Meeting, the determination of feesand matters pertaining thereto, before the Annual General Meeting2007.
Item 16 -- Resolution on amendment of the articles of association
The Board of Directors proposes, primarily as a consequence of theenactment of the new Swedish Companies Act, that the articles ofassociation are principally amended as follows:
-- The provision regarding the nominal value of the share isremoved.
-- A provision setting forth that the number of shares shall benot less than 50 million and not more than 200 million is introduced.
-- The possibility to issue preferred shares is removed and theprovisions regarding such shares are deleted.
-- The wording of the provision regarding the record day isadapted to the Swedish Companies Act's new definition of aVPC-company.
-- The provision regarding the term of appointment of the Boardmembers is removed (is stated in the Swedish Companies Act).
-- The provision regarding the auditor's term of appointment isremoved (is stated the Swedish Companies Act).
-- The provision regarding the notice of shareholders' meetings isamended so that the notice shall be published in the Swedish OfficialGazette and Svenska Dagbladet.
-- The record day for participating in the shareholders' meetingis amended to the fifth week day before the shareholders' meeting.
-- The provision that the Chairman of the Board of Directors orthe person that the Board of Directors has appointed shall declare theshareholders' meeting open and be the Chairman of the meeting until aChairman has been elected is removed (is stated in the SwedishCompanies Act).
-- The provision that the Annual General Meeting shall be heldwithin six month from the expiry of each financial year is removed (isstated in the Swedish Companies Act).
Item 17 -- Resolution on authorization for the Board of Directorsto issue shares and/or convertibles
The Board of Directors proposes that the General Meeting adopts aresolution to authorize the Board of Directors to, until the AnnualGeneral Meeting 2007, at one or several occasions and with or withoutdeviation from the shareholders' preferential rights, adoptresolutions to issue shares and/or convertibles. The Board ofDirectors shall have the right to resolve that the shares and/or theconvertibles shall be paid in kind or otherwise be subject toconditions referred to in Chapter 2 Section 5 second paragraph 1-3 and5 of the Swedish Companies Act or that the shares and/or theconvertibles shall be subscribed for with a right of set-off. TheBoard of Directors' resolutions to issue shares and/or convertiblesmay result in an increase of the number of shares in the company ofnot more than 8,800,000 shares, in the aggregate (assuming fullconversion of the convertibles and before any re-calculationsaccording to the conditions of the convertibles). Issues may be madein order to finance acquisitions of companies or parts of companies,or to strengthen the company's capital base and equity/assets ratio.In case of a directed cash issue of shares, the subscription price forthe new shares shall be determined in close connection with the shareprice for the Biotage share on the Stockholm Stock Exchange at thetime of the issue. In case of a directed cash issue of convertibles,the pricing and conditions of the convertibles shall be in line withmarket conditions. Considering the above, the Board of Directors shallalso be authorized to resolve on such other conditions that the Boardof Directors finds necessary to carry out the issues.
The reasons for the possibility to deviate from the shareholderspreferential rights are to facilitate for the company to, in a quickand effective way, finance company acquisitions or to strengthen thecompany's capital base and equity/assets ratio through issues directedto institutional investors. In case of full exercise of theauthorization, and assuming full conversion of any issued convertibles(however before any re-calculations according to the conditions of theconvertibles), the dilution effect corresponds to less than 10 percent of the share capital and the votes.
The Board of Directors, or any person appointed by the Board ofDirectors, shall be authorized to make minor adjustments of theresolution adopted by the General Meeting in order to fulfil theregistration with the Swedish Companies Registration Office (Sw.Bolagsverket). A resolution by the General Meeting to adopt the Boardof Directors' proposal shall be valid only where shareholders holdingno less than two thirds of the votes cast as well as the sharesrepresented at the General Meeting approve the resolution.
Item 18 -Resolutions on (a) the adoption of a global employeestock option program and (b) the authorization for the Board ofDirectors to issue warrants with the right to subscribe for new sharesin relation to the employee stock option program.
(a) Proposal for adoption of a global employee stock optionprogram
The Board of Directors proposes that the Annual General Meetingshall resolve to adopt a global incentive program, according to whichemployees of the group can be allocated stock options (so calledemployee stock options), which entitle the option holder to acquireshares in Biotage. The Board of Directors further proposes that theGeneral Meeting shall approve transfer of shares to the employees inaccordance with the employee stock option program.
The following main conditions shall apply to the employee stockoption program:
-- Employee stock options may be allocated to current or futureemployees of the group.
-- The employee stock options shall be allocated at no premium.
-- Each employee stock option shall entitle to the acquisition ofone share at an exercise price that shall correspond to the higher ofeither (a) 110 per cent of the average of the last price paid for ashare in Biotage as quoted on the Official List of the Stockholm StockExchange during the five trading days immediately preceding the dateof allocation, and (b) 110 per cent of the last price paid on the dateof allocation. The exercise price and the number of shares to whicheach employee stock option entitles shall be recalculated in case ofsplit, consolidation, issues, etc. according to conditions customaryin the market.
-- The option period shall be seven years from the date ofallocation and the options shall be vested after one to three yearsafter the date of allocation, by one-third of the number of allocatedoptions for each one-year period. The options shall be exercisable upto and including the last day of the option period.
-- The employee stock options shall not constitute securities andshall not be transferable.
-- The right to exercise the options is conditional upon theoption holder still being employed within the Biotage group at thetime of the exercise.
The employee stock options may be issued by the company or byother companies within the group. Allocation of the employee stockoptions may be made during the period up to the Annual General Meeting2007 at a maximum of four occasions as follows: no later than thetenth business day after publication of (i) the interim report for thefirst calendar quarter 2006, (ii) the interim report for the secondcalendar quarter 2006, (iii) the interim report for the third calendarquarter 2006, and (iv) the year-end-report for the financial year2006, respectively. The president of the company and other members ofthe group management may be allocated in total maximum 80,000 optionseach, senior executives in total maximum 30,000 options each, juniorexecutives in total maximum 10,000 options each, other executives andkey employees in total maximum 3,600 options each and other employeesin total maximum 400 options each. No employee is guaranteedallocation of employee stock options. The allocation of the employeestock options is decided by the Board of Directors.
The Board of Directors shall in accordance with the abovedescribed guidelines have the right to determine the detailed terms ofthe employee stock option program. The purpose of the proposedemployee stock option program is to provide opportunities for keepingand recruiting skilled employees. The Board of Directors is of theopinion that the adoption of an employee stock option programaccording to the above is to the benefit of the company and theshareholders.
In accordance with the above described guidelines, it is proposedthat the General Meeting approves that the company or any othercompany within the group issues no more than 600,000 employee stockoptions during the period up to the Annual General Meeting 2007, andas a consequence that no more than 600,000 shares may be transferredto employees within the Biotage group in accordance with the employeestock option program.
A summary of the company's other share based incentive programsand the dilution effects thereof is presented in the Board ofDirectors' complete proposal for resolution.
(b) Proposal for authorization for the Board of Directors to issuewarrants with the right to subscribe for new shares in relation to theemployee stock option program.
In order to make possible the implementation of the above proposedemployee stock option program, the Board of Directors proposes thatthe General Meeting resolves to authorize the Board of Directors, atone or several occasions during the period up to the Annual GeneralMeeting 2007, to issue warrants with the right to subscribe for newshares in Biotage principally on the following conditions:
-- In total, no more than 700,000 warrants shall be issued,whereof in total no more than 100,000 warrants are intended to beexercised to cover the costs that may arise as a result of theemployee stock option program, mainly costs for social fees orequivalent taxes. Warrants that are not required to enable delivery ofshares under the employee stock option program, or to cover the abovedescribed costs, may not be used for any other purpose. Each warrantshall entitle to subscription for one new share in Biotage.
-- The right to subscribe for the 700,000 warrants shall, withdeviation from the shareholders' preferential rights, be conferred ona bank, securities broker or similar appointed by the Board ofDirectors, with the right and obligation to subscribe for shares basedon the warrants in order to effect delivery of shares to employeeswithin the Biotage group upon exercise of the employee stock optionsaccording to the above proposed employee stock option program, and todispose of the warrants and/or shares subscribed for based on warrantsin the market in order to cover the costs that may arise as a resultof the employee stock option program, mainly costs for social fees orequivalent taxes.
-- Subscription for shares in the company based on warrants shalltake place at a subscription price and on other conditions that in allessential aspects shall correspond to the conditions of the under (a)above proposed employee stock options, which the warrants intend tosecure.
The reason for the deviation from the shareholders' preferentialrights is that the issues intend to secure the fulfilment of the under(a) above proposed employee stock option program and to implement theprogram in a cost efficient, suitable and flexible way for Biotage.The Board of Directors shall finally determine the detailed terms ofthe warrants, considering the purpose of the issues, i.e. to securedelivery of shares according to the proposed employee stock optionprogram and to cover certain costs related to the program.
If all warrants are exercised for subscription for new shares, thecompany's share capital will increase by SEK 700,000, corresponding toa dilution of less than one per cent of the share capital and votes.
Majority requirements
Since the resolutions of the General Meeting according to theproposals described under (a) and (b) above constitute parts of anemployee stock option program and therefore should be seen as a"package", the Board of Director proposes that the two proposals aredealt with by one and the same resolution, which shall be adopted bythe General Meeting with the majority requirement set forth in Chapter16 Section 8 of the Swedish Companies Act, meaning that the resolutionshall be approved by shareholders representing no less than ninetenths of the votes cast as well as the shares represented at theGeneral Meeting.
Documents
The accounting documents and the Auditor's report will, as well asthe Board of Directors' complete proposals for the resolutions underitems 16, 17 and 18 above, be available at the company at the addressKungsgatan 76 in Uppsala as from Thursday, April 13, 2006. Theproposals will be sent to all shareholders who notify the company oftheir intent to participate in the General Meeting, and to othershareholders upon request, and will also be available on the company'swebsite www.biotage.com and at the General Meeting.
About Biotage
Biotage is a global company active in life science research withstrong technologies, a broad range of operations and a long-term viewof the market. The company offers solutions, knowledge and experiencein the areas of genetic analysis and medicinal chemistry. In 2005operations and products were acquired from the American companyArgonaut, further strengthening the medicinal chemistry product range.The customers include the world's top 30 pharmaceutical companies, theworld's top 20 biotech companies, and leading academic institutes. Thecompany is headquartered in Uppsala and has offices in the U.S.,Japan, UK, Germany and several other European countries. Biotage has330 employees and had sales of 430 MSEK in 2005. Biotage is listed onthe Stockholm stock exchange. Website: www.biotage.com
Uppsala in March 2006
Biotage AB (publ)
The Board of Directors
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