NOTICE OF ANNUAL GENERAL MEETING IN BIOTAGE AB (publ)
Biotage AB has scheduled its Annual General Meeting for April 28, 2021, to be conducted via advance voting due to Covid-19 precautions. Shareholders must register by April 20, 2021, and submit their advance votes by April 27, 2021. Key agenda items include the election of board members, approval of the annual report, and a proposed dividend of SEK 1.50 per share. A long-term incentive plan is also proposed, allowing up to 18 employees to earn performance-based shares. The total number of shares eligible for voting at the meeting is 65,201,784.
- Proposed dividend of SEK 1.50 per share, enhancing shareholder returns.
- Approval of long-term incentive plan (LTIP 2021) to align employee performance with shareholder interests.
- No physical meeting to ensure safety during the pandemic, increasing accessibility for shareholders.
- Conducting the meeting via advance voting may limit shareholder engagement and discussions.
- Dilution effect of approximately 0.37% from the LTIP, which may affect earnings per share.
UPPSALA, Sweden, March 26, 2021 /PRNewswire/ -- 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 Wednesday, 28 April 2021.
In order to mitigate the spread of Covid-19, 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 on the basis of temporary statutory rules, according to the procedure set out below. Information on the resolutions passed at the Annual General Meeting will be published on 28 April 2021, 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
a) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB on Tuesday, 20 April 2021, and
b) 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 Tuesday, 27 April 2021.
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 (2020:198) 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 2021. 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 2021 are taken into account when preparing the register of shareholders r.
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 2021. 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 2021. 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 65,201,784 ordinary shares in the company that entitle to one vote per share at the Annual General Meeting. Further, the company holds 243,313 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 65,445,097 shares and 65,226,115.3 votes in the company, of which 65,201,784 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 changes in the Articles of Association.
17. Resolution on adoption of long-term incentive plan (LTIP).
18. 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 Marianne Flink, Chairman (appointed by Swedbank Robur Fonder), Jonathan Schönbäck (appointed by ODIN Fonder), Christoffer Geijer (appointed by SEB Investment Management), and Torben Jörgensen (Chairman of the Board of Directors) proposes the following:
- Torben Jörgensen, 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 2020 in brackets), including fees for work in committees, of SEK 2,345,000 (1,880,000) shall be determined for the period up to and including the Annual General Meeting 2022 to be distributed as follows: The Chairman shall receive SEK 675,000 (500,000) and each of the other board members elected by the Annual General Meeting who are not employed by the company shall receive SEK 280,000 (225,000). Furthermore, a fee shall be paid to the members of the auditing committee of an aggregate of not more than SEK 160,000 (145,000), whereof the Chairman shall receive SEK 90,000 (75,000) and the other two members SEK 35,000 (35,000) each and a fee shall be paid to the members of the compensation committee of an aggregate of not more than SEK 110,000 (110,000), whereof the Chairman shall receive SEK 60,000 (60,000) and the other two members SEK 25,000 (25,000) each.
- Fees payable to the auditors for the period up to and including the Annual General Meeting 2022 shall, as before, be paid against approved account.
- Re-election for the period until the end of the Annual General Meeting to be held 2022 of the currently elected members of the Board of Directors, Torben Jörgensen, Peter Ehrenheim, Thomas Eklund, Karolina Lawitz, Åsa Hedin and Mark Bradley. Torben Jörgensen 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 2022. 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.
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 four 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, together with the Chairman of the Board of Directors whom also 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 votes held, a group of shareholders shall be considered as one owner if they (i) have been organized as a group in the Euroclear-system or (ii) have made public and notified the company that they have made a written agreement to take - through the coordinated exercise of voting rights - a common long-term view on the management of the company. The nomination committee shall appoint one of the members, who is not the Chairman of the Board of Directors, as Chairman of the nomination committee. The Chairman of the nomination committee shall, if the nomination committee does not resolve otherwise, be the member that represents the largest shareholder with regard to the number of votes held. The names of the representatives and the names of the shareholders they represent shall be announced as soon as they have been appointed.
If, during the term of office of the nomination committee, one or more shareholders having appointed a representative to the nomination committee no longer is among the three largest shareholders with regard to the number of votes held, representatives appointed by these shareholders shall resign and the shareholder or shareholders who then are among the three largest shareholders with regard to the number of votes held, may appoint their representatives. In the event that a member leaves the nomination committee before its term of office is completed, the shareholder who appointed the member shall appoint a new member. If this shareholder is no longer one of the three largest shareholders with regard to the number of votes held, a new member is appointed according to the above procedure. Unless there are special circumstances, no changes shall be made in the composition of the nomination committee if there are only marginal changes in the number of votes held or if the change occurs later than three months before the Annual General Meeting. A shareholder that has become one of the three largest shareholders, with regard to the number of votes held, due to a more significant change in the number of votes held later than three months before the Annual General Meeting shall, however, be entitled to appoint a representative who shall be invited to participate in the committee's work as a co-opted member. A shareholder who has appointed a representative as member of the nomination committee has the right to dismiss such member and appoint a new representative as member of the committee. Changes in the composition of the nomination committee shall be announced as soon as they have occurred.
Proposals of the Board of Directors
Item 2 - Election of two persons to approve the minutes
Marianne Flink, representing Swedbank Robur Fonder, and Christoffer Geijer, representing SEB Investment Management, or the person appointed by the Board of Directors if one or both of them have an impediment to attend, are proposed to be elected to approve the minutes together with the chairman. The task of approving the minutes also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the general meeting.
Item 8 - Resolution on the appropriation of earnings
The Board of Directors proposes a dividend of SEK 1.50 per share. Record date for dividend is proposed to be Friday, 30 April 2021. Payment of dividend is thus estimated to be effectuated by Euroclear Sweden AB on Wednesday, 5 May 2021.
Item 16 - Resolution on adoption of changes in the Articles of Association
The Board of Directors proposes a new 11 § of the Articles of Association, and, as a result thereof, the numbering of the subsequent articles is adjusted. The proposal to adopt a new 11 § is proposed to enable the Board of Directors to collect powers of attorneys in accordance with the procedure described in Chapter 7, Section 4 of the Swedish Companies Act and to authorise the Board of Directors to decide that the shareholders shall be entitled to exercise their voting rights by post prior to a general meeting.
11 § Collection of powers of attorneys and postal voting
The Board of Directors may collect powers of attorney in accordance with the procedure described in Chapter 7, Section 4, second paragraph 2 of the Swedish Companies Act (2005:551).
The board of directors has the right before a shareholders' meeting to decide that shareholders shall be able to exercise their right to vote by post before the shareholders' meeting.
Item 17 - Resolution on adoption of long-term incentive plan
The Board of Directors proposes that the Annual General Meeting resolves to adopt a long-term incentive programme based on performance-based share rights for employees in the Biotage group ("LTIP 2021") in accordance with this item 17.
Proposal to adopt LTIP 2021 and hedging arrangements
The programme in brief
LTIP 2021 is proposed to include the CEO, senior executives and other key employees, meaning that a maximum of 18 individuals within the Biotage group will be able to participate. Participants will be given the opportunity to receive ordinary shares free of charge within the framework of LTIP 2021, so-called "Performance Shares", in accordance with the conditions set out below.
Within the framework of LTIP 2021, the company will allot participants rights to Performance Shares which means that, subject to certain conditions being met, the right to receive a Performance Share free of charge ("Share Rights").
Terms and conditions
A Share Right may be exercised provided that the participant, with certain exceptions, from the start date of the LTIP 2021 for each participant, up until and including the date three years thereafter (the "Vesting Period"), is still employed by the Biotage group. The last date for the start of the LTIP 2021 shall be the day before the Annual General Meeting of Biotage in 2022. In addition to the requirement for the participant's continued employment according to the above, the final number of Performance Shares that each participant is entitled to receive shall also be conditional upon the following performance conditions:
i. 50 per cent of the Performance Shares related to the total shareholder return (the return to shareholders through an increased share price and reinvestments of any dividends during the Vesting Period) on the company's ordinary shares during the Vesting Period ("Performance Condition 1").
ii. 25 per cent of the Performance Shares related to an average adjusted EBIT-margin during the period from and including the financial year 2021 and up to and including the financial year 2023 (the "Measurement Period") ("Performance Condition 2"),[1] and
iii. 25 per cent of the Performance Share related to average organic sales growth over the Measurement Period ("Performance Condition 3").
Participants will be entitled to 50 per cent of the Performance Shares under Performance Condition 1 if the total shareholder return amounts to or exceeds 64.3 per cent (corresponding to 18 per cent per year) during the Vesting Period. For allotment of Performance Shares under Performance Condition 1, the total shareholder return for the company's ordinary share must exceed 26 per cent (corresponding to 8 per cent per year) during the Vesting Period. In between the percentages, allotment will be made linearly.
Participants will be entitled to 25 per cent of the Performance Shares under Performance Condition 2 if the average EBIT-margin amounts to or exceeds 20 per cent during the Measurement Period. For allotment of Performance Shares under Performance Condition 2, the average EBIT-margin must exceed 17 per cent during the Measurement Period. In between the percentages, allotment will be made linearly.
Finally, participants will be entitled to 25 per cent of the Performance Shares under Performance Condition 3 if the average organic sales growth amounts to or exceeds 11 per cent during the Measurement Period. For allotment of Performance Shares under Performance Condition 3, the average organic sales growth must exceed 7 per cent during the Measurement Period. In between percentages, allotment will be made linearly.
Share Rights
The Share Rights shall, in addition to what is set out above, be governed by the following terms and conditions:
· Share Rights are allotted free of charge no later than the day before the Annual General Meeting 2022.
· Share Rights vest during the Vesting Period.
· Share Rights may not be transferred or pledged.
· Each Share Right entitles the participant to receive one Performance Share free of charge after the end of the Vesting Period (with certain exceptions where the Vesting Period may be accelerated) if the participant, with certain exceptions, is still employed by the Biotage group by the end of the Vesting Period.
Preparation of the proposal, design and administration
The Board of Directors, or a special committee set up by the board, shall be responsible for preparing the detailed design and administration of the terms and conditions of LTIP 2021, in accordance with the presented terms and guidelines including provisions on recalculation in the event of an in-between bonus issue, share split, rights issue and/or similar measures. No recalculations will be made in relation to paid dividends. In connection with any recalculations, the Board of Directors shall be entitled to make adjustments to meet specific foreign regulations or market conditions. The Board of Directors may also make other adjustments if significant changes in the Biotage group or in its environment would result in a situation where the adopted terms and conditions of LTIP 2021 no longer serve their purpose or the rationale for the proposal. Adjustments may, amongst other things, be decided with respect to the terms and conditions for measuring the Performance Conditions, and the basis for such calculation, and the growth rate targets under LTIP 2021 due to potential effects from or related to Covid-19.
Allotment of Share Rights
The participants are divided into different categories and, in accordance with the above, the Share Rights under LTIP 2021 may be allotted to the following participants in the different categories:
Category | Maximumnumber ofpersons | Maximum number of ShareRights | Maximum number of ShareRights per person in the category |
CEO | 1 | 32,698 | 32,698 |
Senior executives | 11 | 130,779 | 11,889 |
Key employees | 6 | 32,694 | 5,449 |
Receiving Performance Shares under LTIP 2021 and hedging arrangements
The Board of Directors has considered different methods for transfer of ordinary shares under LTIP 2021 in order to implement the programme in a cost-effective and flexible manner. The Board of Directors has found the most cost-effective alternative to be, and thus proposes that the Annual General Meeting resolves (a) to authorise the Board of Directors to resolve on a directed rights issue of not more than 243,252 class C shares to the participating bank, of which not more than 47,081 class C shares may be issued to secure social contributions arising as a result of LTIP 2021 and (b) to authorise the Board of Directors to resolve on the repurchase of all issued class C shares in accordance with the below.
Following conversion of the class C shares to ordinary shares, the ordinary shares are intended to be both transferred to LTIP 2021 participants as well as sold in the market in order to cover the cash-flow related to social contribution costs associated with LTIP 2021. For this purpose, the Board of Directors proposes that the Annual General Meeting resolves (c) to transfer not more than 196,171 ordinary shares free of charge to participants in accordance with LTIP 2021 and that not more than 47,081 ordinary shares may be sold to cover social contribution costs arising as a result of LTIP 2021.
Scope and costs for LTIP 2021
LTIP 2021 will be reported in accordance with IFRS 2, which means that the Share Rights will be expensed as personnel costs over the Vesting Period. The costs for LTIP 2021 is estimated to amount to a maximum of approximately SEK 18.8 million, excluding social contributions, accounted in accordance with IFRS 2 based on the following assumptions: (i) that 196,171 Share Rights are allotted, (ii) that the share price, at the beginning of LTIP 2021, is SEK 139 per ordinary share, and (iii) that the performance conditions are fully met. Based on the same assumption as above, and subject to social contributions of approximately 24 per cent and a share price increase of 64.3 per cent from the start of LTIP 2021 until the participants are allotted shares, the costs for social contribution costs are estimated to amount to SEK 10.4 million. The total cost for LTIP 2021, including costs according to IFRS 2, is therefore estimated to a maximum of SEK 9.8 million per year.
Dilution and effects on key ratios
Upon maximum allotment of Share Rights 196,171 ordinary shares will be allotted to participants under LTIP 2021, and that 47,081 ordinary shares will be used to secure social contributions arising as a result of LTIP 2021 which would entail a dilution effect of approximately 0.37 per cent of the total number of ordinary shares in the company.
Given the above assumptions regarding scope and costs, and that LTIP 2021 was introduced in 2019 instead, it is estimated that the key figure earnings per share for full year 2020 would have decreased from SEK 2.69 to approximately SEK 2.57.
If also the LTIP 2020 is included in the calculation, the maximum dilution effect would amount to approximately 0.74 percent of the ordinary shares in the company, as of the date of this notice.
Authorisation for the Board of Directors to issue new class C shares
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, during the period until the Annual General Meeting 2022 on one or more occasions, to increase the company's share capital by not more than SEK 338,120.28 by the issue of not more than 243,252 class C shares, each with a quota value of SEK 1.39. With deviation from the shareholders' pre-emption rights, the participating bank shall be entitled to subscribe for the new class C shares at a subscription price corresponding to the quota value of the shares. The purpose of the authorisation and the reason for the deviation from the shareholders' pre-emption rights in connection with the issue of shares is to ensure delivery of shares to employees under the long-term incentive programme, as well as to secure potential social contributions arising as a result of LTIP 2021.
Authorisation for the Board of Directors to repurchase class C shares
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, during the period until the Annual General Meeting 2022, on one or more occasions, to repurchase class C shares. The repurchase may only be effected through an offer directed to all holders of class C shares and shall comprise all outstanding class C shares. Repurchases shall be effected at a purchase price corresponding to the quota value of the share. Payment for the acquired class C shares shall be made in cash. The purpose of the proposed repurchase authorisation is to ensure delivery of Performance Shares under LTIP 2021 and to secure possible social contributions arising as a result of LTIP 2021.
Decision to transfer own ordinary shares
The Board of Directors proposes that the Annual General Meeting resolves that class C shares that the company acquires based on the authorisation to repurchase class C shares in accordance with the above, may, following the re-classification into ordinary shares, be transferred free of charge to participants of LTIP 2021 in accordance with the adopted terms and conditions in order to secure possible social contributions arising as a result of LTIP 2021.
The Board of Directors therefore proposes that the Annual General Meeting resolves that not more than 196,171 ordinary shares may be transferred to participants in accordance with the terms and conditions of LTIP 2021 and that not more than 47,081 ordinary shares shall be transferred on Nasdaq Stockholm, including through a financial intermediary, at a price within the registered price range at the relevant time, to cover any social contributions in accordance with the terms and conditions of LTIP 2021. The number of shares to be transferred is subject to re-calculation in the event of a bonus issue, split, rights issue and/or other similar events.
The background and rationale for the proposal
The purpose of LTIP 2021 is to create conditions for motivating and retaining competent employees within the Biotage group and to increase the coherence between the employees', shareholders' and the company's objectives, as well as to increase the motivation to reach and exceed the company's financial targets. LTIP 2021 has been designed so that the programme includes both current and future senior executives and other key employees.
By offering Share Rights that are based on both share price development and partly on strategic goals, the participants are premiered for increased shareholder value/value-creating measures. LTIP 2021 also rewards employees' continued loyalty and thus the long-term value growth of the company. After these considerations, the Board of Directors considers that LTIP 2021 will have a positive effect on the future development of the Biotage group and will consequently be beneficial for both the company and its shareholders.
The preparation of the proposal
LTIP 2021 has been prepared by the company's Board of Directors and its Remuneration Committee in consultation with external advisors. LTIP 2021 has been discussed by the Board of Directors at a meeting held in March 2021.
Item 18 - Resolution on authorization for the Board of Directors to issue shares
Item 18a - Main proposal
The Board of Directors proposes that the Annual General Meeting adopts a resolution to authorize the Board of Directors to, until the Annual General Meeting 2022, at one or several occasions and with or without deviation from the shareholders' pre-emption rights, adopt resolutions to issue ordinary shares. The Board of Directors shall have the right to resolve that the shares shall be paid in cash or 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 shall be subscribed for with a right of set-off. The shareholders shall retain their preferential rights if the Board of Directors resolves to issue new shares against cash contribution. The number of ordinary shares issued may not correspond to a dilution of more than 15 percent of the total number of ordinary shares outstanding at the Annual General Meeting's resolution on the proposed authorization, after full exercise of the hereby proposed authorization.
Notwithstanding what is stated above regarding preferential rights for existing shareholders in case of an issue of shares against cash contribution, directed issues may be made in order to finance acquisitions of companies or parts of companies. In case of a directed cash issue of shares, such issue shall be made at market terms and conditions. Considering the above, the Board of Directors shall also be authorized to resolve on such other conditions that the Board of Directors finds necessary to carry out the issues. The reasons for the right to deviate from the shareholders preferential rights are to enable the company to, in a quick and effective way, finance acquisitions of companies or parts of companies.
The Board of Directors, or any person appointed by the Board of Directors, shall be authorized to make minor adjustments of the resolution adopted by the Annual General Meeting in order to fulfil the registration with the Swedish Companies Registration Office (Sw. Bolagsverket).
Item 18b -Alternative proposal
If the proposal in item 18a above does not get the required supportive votes from the Annual General Meeting to be passed, the Board of Directors proposes that it is given an authorization to issue new ordinary shares corresponding to a dilution of not more than 10 percent, on the same terms and conditions as stated above in item 18a.
Majority requirements
A decision according to the proposal pursuant to items 16 and 18 above are valid only when supported by shareholders holding not less than two-thirds (2/3) of both the votes cast and of the shares represented at the Annual General Meeting. A decision according to the proposal pursuant to item 17 above is valid only when supported by shareholders holding not less than nine-tenths (9/10) of both the votes cast and of the shares represented at the Annual General Meeting.
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available at Euroclear's webpage www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Documents
The accounting documents, the auditor's report, the remuneration report and the complete proposal for the resolutions under items 16-17 above together with the auditor's report in accordance with Chapter 8, Section 54 of the Swedish Companies Act and the Board of Directors' report in accordance with Chapter 18, Section 4 of the Swedish Companies Act will be held available at the company at the address Vimpelgatan 5 in Uppsala, Sweden, no later than three weeks prior to the Annual General Meeting. In addition, the motivated statement from the nomination committee will be available at the company's address stated above no later than four weeks prior to the Annual General Meeting. The above documents will also be sent to all shareholders that intend to attend the Annual General Meeting and all other shareholders upon request and will also be available on the company's website www.biotage.com.
This is an in-house translation of the Swedish original version. In case of any discrepancies between the English language version and the Swedish language version, the Swedish language version shall prevail.
_____________________Uppsala in March 2021
Biotage AB (publ)The Board of Directors
This information was submitted for publication, through the agency of the contact persons set out above, at 17.00 CET on March 26, 2021.
Contact persons:
Tomas Blomquist, CEO
Tel: 0705 23 01 63,
tomas.blomquist@biotage.com
Biotage AB
Box 8
SE-751 03 Uppsala
www.biotage.com
Biotage is a Global Impact Tech Company committed to solving society's problems. We offer workflow solutions and products to customers in drug discovery and development, analytical testing and water and environmental testing.
Biotage is contributing to sustainable science with the goal to make the world healthier, greener and cleaner - HumanKind Unlimited.
Our customers span a broad range of market segments including pharmaceutical, biotech, contract research and contract manufacturers as well as clinical, forensic and academic laboratories in addition to organizations focused on food safety, clean water and environmental sustainability.
Biotage is headquartered in Uppsala in Sweden and employs approx. 485 people worldwide. The Group had sales of 1,092 MSEK in 2020 and our products are sold in more than 70 countries. Biotage's share (BIOT) is listed in the Mid Cap segment on the NASDAQ Stockholm.Website: www.biotage.com[1] The adjusted EBIT-margin is measured as an average over FY 2021, FY 2022 and FY 2023 before deduction of costs for long-term incentive programs. This is equivalent to the measurement of LTIP 2020 which was adopted at the Annual General Meeting of 4 June 2020.
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SOURCE Biotage
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