28.04.2006 10:37:00
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Resolutions at the Annual Shareholders' Meeting in Biotage AB on April 27, 2006
Appropriation of the company's result
The Shareholders' Meeting resolved, in accordance with theproposal by the Board of Directors and the Managing Director, that thecompany's accumulated loss shall be balanced on new account.
Board of Directors etc.
The Shareholders' Meeting resolved, in accordance with theproposal by the Nomination Committee, to re-elect Jeff Bork, AnnikaEspander, Staffan Lindstrand, Ove Mattsson, Bjorn Odlander, AndersRydin, Bengt Samuelsson and Mathias Uhlen as Board members and toelect Thomas Eklund as new Board member for the period until the endof the Annual Shareholders' Meeting 2007. In accordance with theproposal by the Nomination Committee, the Shareholders' Meetingfurther resolved to appoint Anders Rydin Chairman of the Board. Theformer Chairman of the Board, Borje Ekholm, had notified that hedeclines re-election.
The newly elected Board member Thomas Eklund was born in 1967 andis the Managing Director at Investor Growth Capital's Stockholm Officeand is a member of the healthcare team focusing on Europeaninvestments. 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 theemployee organisation "Civilingenjorsforbundet" and "Naturvetarna" atBiotage have appointed Lars-Gunnar Eriksson to employee Boardrepresentative, and that the employee organisation "Sif" at Biotagehas appointed Maritha Lundin to alternate Board representative. Asalready announced, it was further informed that Torben Jorgensen hasbeen appointed to succeed Jeff Bork as Managing Director of Biotageimmediately after the Annual Shareholders' Meeting.
Nomination Committee
The Shareholders' Meeting resolved that the Chairman of the Boardof Directors shall be elected member of the Nomination Committee andshall be instructed to appoint, in consultation with the (by votingrights) major shareholders of the company as per September 1, 2006,another three members. The names of such members shall be published nolater than six months before the Annual Shareholders' Meeting 2007.The Nomination Committee shall appoint one of the members to be theChairman of the Committee. The Chairman of the Board may not beappointed Chairman of the Nomination Committee.
The Nomination Committee shall prepare proposals for the electionof Chairman and other members of the Board of Directors, the electionof Chairman of the Annual Shareholders' Meeting, the determination offees and matters pertaining thereto, before the Annual Shareholders'Meeting 2007.
Amendment of the articles of association
The Shareholders' Meeting resolved, primarily as a consequence ofthe enactment of the new Swedish Companies Act, to amend the articlesof association in accordance with the proposal by the Board ofDirectors.
Authorization for the Board of Directors to issue shares and/orconvertibles
The Shareholders' Meeting resolved, in accordance with theproposal by the Board of Directors, to authorize the Board to issueshares and/or convertibles with or without deviation from theshareholders' pre-emption rights. The Board of Directors shall havethe right to resolve that the shares and/or the convertibles shall bepaid in kind or otherwise be subject to conditions referred to inChapter 2 Section 5 second paragraph 1-3 and 5 of the SwedishCompanies Act or that the shares and/or the convertibles shall besubscribed for with a right of set-off. The Board's resolutions mayresult in an increase of the number of shares in the company by notmore than 8,800,000 shares in total. Issues may be made in order tofinance acquisitions of companies or parts of companies, or tostrengthen the company's capital base and equity/assets ratio. Inconnection with a directed cash issue, the subscription price for thenew shares shall be determined in close connection with the shareprice for the Biotage share on the Stockholm Stock Exchange and thepricing and conditions of any issued convertibles shall be in linewith market conditions. In case of full exercise of the authorization,the dilution effect corresponds to approximately 9.0 percent of theshare capital and votes.
Adoption of a global employee stock option program and hedgingarrangement for the implementation of the employee stock optionprogram (authorization for the Board of Directors to issue warrants)
The Shareholders' Meeting resolved, in accordance with theproposal by the Board of Directors, to adopt a global employee stockoption program, according to which employees of the group can beallocated, at no premium, in total not more than 600,000 employeestock options until the Annual Shareholders' Meeting 2007.
The managing director of the company and other members of thegroup management may be allotted not more than 80,000 employee stockoptions each, senior managers not more than 30,000 employee stockoptions each, junior managers not more than 10,000 employee stockoptions each, other managers and key employees not more than 3,600employee stock options each, and other employees not more than 400employee stock options each.
The exercise price for the options shall correspond to the higherof (a) 110 percent of the average last price paid for the Biotageshare during each trading day according to the official price list ofthe Stockholm Stock Exchange during the five trading days immediatelypreceding the allotment, and (b) 110 percent of the last price paid onthe allotment day. The duration period shall be seven years from theallotment day and the employee stock options shall become exercisableafter one and up to and including three years after the allotment daywith one third of the number of allotted employee stock options foreach one-year period.
The employee stock options shall not constitute securities andshall not be transferable to a third party. The right to exercise theemployee stock options presupposes that the holder at the time ofexercise is still employed within the Biotage group.
The Board of Directors shall decide on the more specific terms andconditions for the employee stock option program. Upon full exerciseof all the employee stock options, the employees will acquire sharesin the company corresponding to approximately 0.7 percent of the sharecapital and votes based on the existing number of shares (after suchexercise).
In order to secure the proposed employee stock option program andto implement the program in a cost-effective, appropriate and flexibleway, the Shareholders' Meeting further resolved, in accordance withthe proposal by the Board of Directors, to authorize the Board toissue warrants with the right to subscribe for new shares in Biotage.
In total, not more than 700,000 warrants may be issued, of which atotal of not more than 100,000 warrants are intended to be used inorder to cover the costs that may arise because of the employee stockoption program (principally social security contributions orcorresponding taxes). Each warrant shall entitle to subscription forone new share in Biotage.
The right to subscribe for the warrants shall, with deviation fromthe shareholders' pre-emption rights, only vest with a bank, stockbroker or similar, appointed by the Board of Directors. Subscriptionfor shares in the company under the warrants may be made at asubscription price and on other conditions substantially correspondingto the terms and conditions for the employee stock options which thewarrants are intended to secure.
Assuming that all warrants are exercised for subscription of newshares, the company's share capital will increase by SEK 700,000,which corresponds to a dilution of approximately 0.8 percent of theshare capital and votes based on the existing number of shares (aftersuch exercise).
Uppsala, April 27, 2006
Biotage AB (publ)
The Board of Directors
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
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