Press release
22 March 2007
Notice of Annual General Meeting
The Board of Directors of
BioGaia AB (publ)
hereby gives notice that the Annual General Meeting will be held at 4:00 p.m. on
24 April 2007, at Hotell Birger Jarl, Tulegatan 8, in Stockholm. The doors will
be opened for registration at 3:00 p.m. Registration will be end at 4:00 p.m.
NOTICE OF PARTICIPATION
In order to be entitled to participate in the Meeting, shareholders:
must be recorded in their own name (not in the name of a trustee) in the
register of shareholders maintained by VPC AB (the Nordic Central Securities
Depository) no later than Wednesday, 18 April 2007, and.
must provide notice of participation to the Company's head office no later than
4:00 p.m. on Friday, 20 April 2007, by mail to BioGaia AB (publ.), Box 3242,
SE-103 64 Stockholm, Sweden, by telephone +46 (0)8-555 293 00, by fax +46
(0)8-555 293 01, by e-mail info@biogaia.se or by returning the reply card that
has been sent to all shareholders. The notification should include the
shareholder's name, personal identity or corporate registration number, address,
telephone number, registered shareholding and the names of any assistants.
In order to vote in the Meeting, shareholders whose shares are registered in the
name of a trustee must temporarily re-register the shares in their own name.
Such re-registration must be carried out no later than Wednesday, 18 April 2007,
and must be requested from the trustee at least two banking days before 18 April
2007 in order to be completed in time.
PROPOSED AGENDA
Opening of the Meeting.
Election of the Chairman of the Meeting.
Drawing up and approval of the voting list.
Approval of the Agenda.
Election of one or two minutes-checkers.
Determination as to whether the Meeting has been duly convened.
Address by the Managing Director.
Presentation of the annual report, the audit report, the consolidated financial
statements and consolidated audit report.
Decisions regarding:
Adoption of the income statement and balance sheet and the consolidated income
statement and balance sheet,
Appropriation of the Company's earnings according to the adopted balance sheet,
Discharge from liability for the members of the Board of Directors and the
Managing Director.
Decision regarding the number of Board members.
Determination of fees to be paid to the Board of Directors and Auditors.
Election of Board members.
Election of the Board Chairman.
Election of Auditors.
The Board's proposal for decision on principles for remuneration and other terms
of employment of senior executives.
The Board's proposal for decision on an incentive scheme and approval of the
transfer of warrants.
Other business.
Adjournment of the Meeting.
Shareholders representing approximately 48.2% of the votes in the Company submit
the following resolutions for adoption.
Item 2 - Election of the Chairman of the Meeting
Attorney Mats Dahlberg.
Item 10 - Decision regarding the number of Board members
Seven (7) regular Board members with no (0) deputies.
Item 11 - Determination of fees to be paid to the Board of Directors and
Auditors
Total directors' fees of SEK 525,000 to be apportioned according to the
following: a sum of SEK 150,000 to be paid to Board Chairman and SEK 75,000 to
each of the other members not employed by the Company. It is proposed that
auditors' fees be paid according to approved account.
Item 12 - Election of Board members
Re-election of Jan Annwall, Paula Zeilon, Stina Gestrelius, Thomas Flinck,
Stefan Elving and David Dangoor. Ingvar Wiberger has declined re-election. New
election of Inger Holmström. A detailed description of the members of the Board
is provided in the 2006 annual report and on the Company's website.
Item 13 - Election of the Board Chairman
New election of David Dangoor.
Item 14 - Election of Auditors
Re-election of Lena de Rosche and Ivar Verner (deputy), both of whom are
Authorised Public Accountants at Lindebergs Grant Thornton AB, to serve for the
period until the end of the Annual General Meeting in 2010.
THE BOARD'S PROPOSALS FOR DECISION ON ITEMS 9, 15-16 ACCORDING TO THE ABOVE:
Item 9 - Appropriation of the Company's earnings
The Board proposes that the Company's accumulated deficit be carried forward to
new account, and that no dividend be paid for the financial year 2006.
Item 15 - Principles for remuneration and other terms of employment of senior
executives
The Board proposes that the Meeting approve the following guidelines for
determining the remuneration and other terms of employment for senior executives
in the Group. The principles apply to all employment contracts entered into
after the decision of the Meeting and in cases where changes are made in the
existing terms of employment after this date.
In a long-term perspective, it is of fundamental importance to the Board that
the principles for remuneration and other terms of employment for senior
executives in the Group provide motivation and make it possible to retain
qualified employees who work to maximise shareholder and customer value. In
order to achieve this, it is vital to uphold fair and internally equitable terms
that are also market-based and competitive with respect to the structure, scope
and level of remuneration. The total package of terms for the affected
individuals should contain a balanced mix of fixed salary, long-term incentive
schemes, pension and other benefits and terms of notice/termination benefits.
Fixed salary - Fixed salary should be individualised and based on the
executive's roles and responsibilities, as well as his or her expertise and past
experience in relevant positions.
Long-term incentive schemes - Every year, the Board shall evaluate whether or
not a long-term share-based or share price-based incentive scheme should be
proposed to the General Meeting. Other types of long-term incentive schemes can
be decided on by the Board. Any remuneration in the form of long-term incentive
schemes must be consistent with generally accepted practice in the respective
market.
Pensions - Senior executives who are entitled to pension benefits shall have
defined contribution pension agreements. The retirement age for senior
executives who are Swedish citizens is 65 years, and for other senior executives
according to the pension rules in each respective country. The final amount of
benefit depends on the pension agreements in force.
Other benefits - Other benefits shall be limited in relation to other
remuneration, and shall be consistent with generally accepted practice in the
respective geographical market.
Notice period and termination benefits - The Managing Director and Deputy
Managing Director have a mutual notice period of 18 months. In the event of
dismissal by the Company, the Managing Director and Deputy Managing Director are
entitled to termination benefits corresponding to 18 monthly salaries. Other
senior executives have a notice period of three months.
The Board proposes that that it be authorised to deviate from the above proposed
guidelines in individual cases where there is special reason to do so.
Item 16 - Proposal for decision on an incentive scheme
The Company currently has no share-based incentive scheme. The Board's
assessment is that an incentive scheme would promote a deeper commitment and
ensure that the employees share the objective to achieve profitable growth for
the Company. Furthermore, an incentive scheme would motivate the employees to
remain employed in the Company and, in special cases, could be used for
recruitment purposes.
In respect of that which is said above, the Board proposes the following
incentive scheme.
Number of warrants
The number of warrants - to be issued - shall amount to no more than 200,000.
Subscription entitlement
The warrants, with exclusion of the pre-emptive rights of shareholders, may be
subscribed for free of charge by the wholly-owned subsidiary Tripac AB (the
“Subsidiary”), after which the Subsidiary, in return for market-based
compensation calculated according to the Black & Scholes valuation model, shall
transfer the warrants to the employees in the BioGaia Group according to
detailed instructions from the Company's Board of Directors. The Board therefore
proposes that the Meeting approve the Subsidiary's transfer of warrants to the
employees.
Subscription for warrants
The warrants may be subscribed for during the period from 15 May 2007 to 15 June
2007 inclusive. Subscription shall take place on a separate subscription list.
Option premium and subsidy on premium
The premium for the warrants shall be equal to the market value of the warrants
as determined by an independent valuation according to the Black & Scholes
valuation model.
In order to achieve a high level of participation among those individuals
entitled to subscribe, a subsidy will be paid on the following terms. The
subsidy, which shall amount to a maximum of three (3) Swedish kronor per
warrant, will be paid after 31 August 2010 on the condition that (i) the option
holder is still employed in the BioGaia Group at this time, and (ii) the option
holder has not exercised the warrant. The subsidy shall be regulated in a
separate agreement.
Subscription for shares
Each warrant grants the holder the right to subscribe for one (1) class B share
in the Company, with a quota value of one (1) Swedish krona each.
The warrants may be exercised for subscription for shares during the period from
15 May 2010 to 31 August 2010 inclusive.
Exercise price
The exercise price shall be equal to 150% of the volume-weighted average price
during the ten days following the General Meeting in question (but may not be
lower than the quota value of the share) according to the quoted bid prices in
the Stockholm Stock Exchange's daily official list (DOL) of quotations for the
class B share in BioGaia AB (publ.), after rounding off to the nearest SEK 0.10,
whereby each SEK 0.05 shall be rounded up to the nearest SEK 0.10. Days on which
no bid price is quoted shall not be included in the calculation.
Dilution and effects on certain key rations
On full exercise of the warrants, the Company's share capital may be increased
by SEK 200,000, resulting in dilution of 1.15% in the total number of shares
outstanding and approximately 0.8% in the total number of votes. This dilution
has been calculated as the maximum number of shares and votes that may be
issued, divided by the total number of shares and votes after such an issue. The
warrant programme is expected to have a marginal effect on the Company's
earnings per share.
Guidelines for allocation of warrants
The number of warrants offered for subscription by an employee shall vary with
respect to the employee's responsibilities and position. All employees shall be
offered the opportunity to subscribe for warrants. The allocation shall be
determined by the Board. The highest number of warrants which may be granted to
any individual is 10,000 and the lowest is 2,000.
The members of the Board of Directors are not entitled to receive warrants, with
the exception of the Company's Deputy Managing Director, who aside from being a
member of the Board is also employed by the Company. Because this Board member
is active in the Company's day-to-day activities and has a central role in the
Company's continuing operations, the other members of the Board are of the
opinion that he should be covered by the programme in his capacity as employee.
For the allocation of warrants to employees outside Sweden, this is possible
only if there are no legal obstacles and if the Board deems that such allocation
can be made with the application of reasonable administrative and/or financial
resources.
One condition for entitlement to warrants is that the employee has signed a
special pre-emption agreement with the Company which gives the Company the
right, at market value, to redeem the warrants in the event of termination of
employment, a third-party bid for all shares in the Company or the transfer of
the warrants to a third party.
Costs
The costs for the warrant programme essentially consist of the premium subsidy
as described above and the social security expenses and transaction costs
payable on this.
Majority requirement for decision
For a valid decision, shareholders controlling at least 9/10 of the total number
of shares and votes represented at the Meeting must vote in favour of the
Board's decision (Swedish Companies Act, Chapter 16).
Preparation of the proposal
The proposal regarding the warrant programme has been prepared by the Company's
Board of Directors. The Board member who is covered by the programme has not
participated in preparation of the proposal or decision by the Board.
Authorisation
It is proposed that the members of the Board of Directors, or such persons as
they instruct, be authorised to make any minor adjustments in decisions as may
be necessary in connection with registration of the warrants with the Swedish
Companies Registration Office (Bolagsverket).
The reason for deviation from the pre-emptive rights of the shareholders is to
promote a deeper commitment and ensure that the employees share the objective to
achieve profitable growth for the Company. Furthermore, an incentive scheme
would motivate the employees to remain employed in the Company and, in special
cases, could be used for recruitment purposes
The financial statements and audit report have been sent to the shareholders.
The Board of Directors' complete proposals for decision under items 15-16 on the
agenda will be available at the Company starting on Tuesday, 10 April 2007, and
will be sent to all shareholders who so request and who provide their mailing
address. The documents will also be posted on the Company's website:
www.biogaia.se. Furthermore, the proposal under item 16 will be sent to all
shareholders who provide notice of participation in the Meeting.
Stockholm, March 2007
The Board of Directors
BioGaia AB (publ.)
Proposed new Board member:
Inger Holmström
Born in 1948
M.A. in Literary History.
Consultant, self-employed.
Former Corporate Communications Director at Coop Norden, Sweden Post and
Vattenfall.
Other board assignments for the hotel companies Nordic Sea and Nordic Light
Hotel, for the information company Amuze and for the conference centre Vår Gård.
Latest press releases from BioGaia:
2007-03-05 BioGaia signs new agreement with Semper
2007-02-21 BioGaia signs agreement with Delta Medical
2007-02-14 BioGaia AB Year-end report 2006
For additional information contact:
Peter Rothschild, president, telephone: +46 (0)8 - 555 293 00
Jan Annwall, executive vice president, telephone: +46 (0)8 - 555 293 00
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BioGaia is a biotechnology company that develops, markets and sells probiotic
products with documented health benefits. The products are primarily based on
the lactic acid bacterium Lactobacillus reuteri (Reuteri), which has
health-enhancing effects. The class B share of the Parent Company BioGaia AB is
quoted on the small cap list of the Stockholm Stock Exchange.
www.biogaia.com