Bifogade filer
Prenumeration
Beskrivning
Land | Sverige |
---|---|
Lista | Large Cap Stockholm |
Sektor | Hälsovård |
Industri | Medicinteknik |
The shareholders in Biotage AB (publ), Reg. No. 556539-3138, with its registered office in Uppsala kommun, Uppsala län, are hereby summoned to the Extraordinary General Meeting, to be held on Thursday, August 7, 2025, at 4.00 p.m., at the premises of Advokatfirman Vinge at Smålandsgatan 20, SE-114 46 Stockholm, Sweden.
Background
RWK Bidco AB (”RWK BidCo”), which has announced that the public offer made regarding the company’s shares has been accepted to such extent that RWK Bidco AB becomes the owner of more than 90 per cent of the shares and votes in the company, has requested the Board of Directors to issue a notice to an Extraordinary General Meeting to address the matters that are set out in the proposed agenda. Furthermore, RWK Bidco has informed Biotage that RWK Bidco will revert with its proposed resolutions for the items 8–12 on the proposed agenda in connection with the General Meeting, at the latest, and will be prepared to present its proposals at the General Meeting.
Right to participate in the Extraordinary General Meeting and notice of participation
A shareholder who wishes to participate in the Extraordinary General Meeting at the venue in person or represented by a proxy must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on Wednesday, July 30, 2025, and (ii) no later than Friday, August 1, 2025, give notice by post to Biotage AB (publ), c/o Advokatfirman Vinge, Box 1703, SE-111 87 Stockholm, Sweden or via e-mail to BiotageEGM@vinge.se. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy.
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company’s website, www.biotage.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the Extraordinary General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the company as set out above so that it is received no later than Wednesday, August 6, 2025.
Nominee registration
To be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are registered in the name of a nominee through a bank or a securities institution must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on Wednesday, July 30, 2025. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than Friday, August 1, 2025, are taken into account when preparing the share register.
Right to request information
The shareholders are reminded of their right to, at the Extraordinary General Meeting, obtain information from the Board of Directors and CEO in accordance with chapter 7, section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to Biotage AB (publ), c/o Advokatfirman Vinge, Box 1703, SE-111 87 Stockholm, Sweden or via e-mail to BiotageEGM@vinge.se.
Number of shares and votes
As of the date of this notice there are a total of 80,051,883 ordinary shares in the company that entitle to one vote per share at the Extraordinary General Meeting. Further, the company holds 902,252 own class C shares, which entitle to one tenth of a vote per share and which cannot be represented at the Extraordinary General Meeting. The class C shares do not entitle to dividends. Thus, there are a total of 80,954,135 shares and 80,142,108.2 votes in the company, of which 80,051,883 shares and votes can be represented at the General Meeting.
Proposed Agenda
- Opening of the General Meeting.
- Election of the Chairman of the General Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of two persons to approve the minutes.
- Determination whether the General Meeting has been duly convened.
- Resolution on adoption of changes in the Articles of Association.
- Determination of the number of board members.
- Election and removal of board members.
- Determination of fees payable to the Board of Directors.
- Resolution that the principles for appointing the Nomination Committee shall no longer apply after the delisting of Biotage’s shares from Nasdaq Stockholm.
- Resolution that the guidelines for compensation to the executive management shall no longer apply after the delisting of Biotage’s shares from Nasdaq Stockholm.
- Closing of the General Meeting.
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Item 2 – Election of Chairman of the General Meeting
The Board of Directors proposes that Dain Hård Nevonen, member of the Swedish Bar Association, from Advokatfirman Vinge is elected as Chairman of the General Meeting.
Item 7 – Resolution on adoption of changes in the Articles of Association.
The Board of Directors proposes that the Extraordinary General Meeting resolve to amend the company’s Articles of Association as follows:
Change | Current wording | Proposed wording |
7 § Board of directors | “The board of directors shall consist of no fewer than five (5) and no more than nine (9) directors.” | “The board of directors shall consist of no fewer than three (3) and no more than nine (9) directors.” |
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Majority requirements
A resolution according to the proposal pursuant to item 7 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 Extraordinary 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. If you have questions regarding our processing of your personal data, you can contact us by emailing info@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.
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Uppsala in July 2025
Biotage AB (publ)
The Board of Directors