Biotage AB (publ) (Reg. No. 556539-3138) today, on 24 April 2025, held its Annual General Meeting. The Board of Directors' complete proposals have previously been published and are available at the company's website, www.biotage.com. Among others, the following resolutions were passed.
Appropriation of the company's result
In accordance with the proposal by the Board of Directors, the Annual General Meeting resolved on a dividend of SEK 1.65 per share. The record date for dividend was resolved to be Monday, 28 April 2025. With this record date, the payment of dividend is estimated to be effectuated by Euroclear Sweden AB on Friday, 2 May 2025.
Discharge, Board of Directors and auditors etc.
The Annual General Meeting resolved to discharge the members of the Board of Directors and the CEOs (both current and former CEOs) from liability for their management of the company's affairs during the financial year 2024.
The Annual General Meeting resolved that the board shall be composed of seven board members with no deputy board members. The Annual General Meeting resolved to re-elect Kieran Murphy, Torben Jørgensen, Åsa Hedin, Peter Ehrenheim, Mark Bradley, Karen Lykke Sørensen and Kugan Sathiyanandarajah as board members for the period until the end of the next Annual General Meeting. The Annual General Meeting resolved to appoint Kieran Murphy as Chairman of the Board of Directors.
The Annual General Meeting resolved to elect the auditing firm Öhrlings PricewaterhouseCoopers AB, with Camilla Samuelsson as the registered public auditor in charge, for the period until the end of the Annual General Meeting to be held in 2026.
The Annual General Meeting resolved, in accordance with the Nomination Committee's proposal, that a fixed fee, including fees for work in committees, of SEK 3,530,000 shall be paid to the Board of Directors for the period up to and including the Annual General Meeting 2026 to be distributed as follows. The Chairman shall receive SEK 950,000 and each of the other board members elected by the Annual General Meeting who are not employed by the company shall receive SEK 360,000. Furthermore, a fee shall be paid to the members of the Audit Committee of an aggregate of not more than SEK 270,000, whereof the Chairman shall receive SEK 160,000 and the two other members SEK 55,000 each and a fee shall be paid to the members of the Compensation Committee of an aggregate of not more than SEK 150,000 whereof the Chairman shall receive SEK 80,000 and the other two members SEK 35,000 each.
The Annual General Meeting resolved, in accordance with the Nomination Committee's proposal, that the auditors shall be paid against approved account.
The Nomination Committee
The Annual General Meeting resolved in accordance with the Nomination Committee's proposal to adopt an unchanged instruction for the Nomination Committee compared to last year, implying among other things that the company shall have a Nomination Committee consisting of three ordinary members. The members should be one representative of each of the three largest shareholders in the company who wish to appoint such representatives, with regard to the number of votes held. The Chairman of the Board of Directors of the company shall be an adjunct member of the Nomination Committee and 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.
Resolution regarding approval of the Board of Directors' remuneration report
The Annual General Meeting resolved to approve the Board of Directors' remuneration report.
Resolution on adoption of long-term incentive plan (LTIP)
It was noted that the Board of Directors chose to withdraw its proposal of a long-term incentive plan due to RWK BidCo's public tender offer to the shareholders of Biotage. Thus, no proposal was presented to the meeting and no resolution could be made.
Authorization for the Board of Directors to issue shares
The Annual General Meeting resolved to authorize the Board of Directors to, until the Annual General Meeting to be held in 2026, 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 per cent of the total number of ordinary shares outstanding before the first exercise of 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.
This information was submitted for publication, through the agency of the contact person set out below, at 14.00 CEST on 24 April 2025.
Contacts
Frederic Vanderhaegen, President & CEO
Tel: +41 797600543
frederic.vanderhaegen@biotage.com
About Biotage
Biotage is a global supplier and solutions partner to a wide range of customers within Drug Discovery and Development and Analytical Testing. With expertise in separation and purification technology and leveraging intelligent workflow solutions, the group aims to be the best partner advancing health solutions.
Headquartered in Sweden, Biotage operates globally serving over 80 countries. Biotage is listed on NASDAQ Stockholm (BIOT).
Website: www.biotage.com
