BioGaia AB (publ) will hold its Annual General Meeting at 4:00 p.m. on Tuesday,
10 May 2016, at Lundqvist & Lindqvist Klara Strand, Klarabergsviadukten 90, in
Stockholm. The doors will be opened for registration at 3:30 p.m. Registration
will end at 4:00 p.m.
Right to participate
In order to participate in the Annual General Meeting (AGM), shareholders must
be recorded in the register of shareholders maintained by Euroclear Sweden AB no
later than Tuesday 3 May 2016 and must provide notice of participation to the
company no later than Wednesday 4 May 2016. Notification can be made 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 or by e-mail to arsstamma@biogaia.se.
The notification should include the shareholder’s name, personal or corporate
identity number, address, telephone number, registered shareholding and the
names of any proxies or assistants.
In order to vote in the AGM, shareholders whose shares are registered in the
name of a trustee must temporarily re-register the shares in their own name.
Such registration, which may be temporary, must be completed Tuesday 3 May
2016.
Form of proxy
Shareholders who are represented by a proxy must submit a dated form of proxy.
If the form of proxy is submitted by a legal entity, a copy of the certificate
of registration or other proof of authorisation for the legal entity must be
attached. A form of proxy can be downloaded from the company’s website
www.biogaia.com (http://www.biogaia.com). An original form of proxy and, where
appropriate, a certificate of registration or other proof of authorisation
should be received by the company at the above address no later than Wednesday 4
May 2016.
Proposed agenda
1. Opening of the Meeting.
2. Election of the Chairman of the Meeting.
3. Drawing up and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to attest the minutes of the Meeting
6. Determination as to whether the Meeting has been duly convened.
7. Address by the Group President and the Managing Director
8. Presentation of the annual report, the audit report, the consolidated
financial statements and consolidated audit report.
9. Resolution’s regarding:
a) Adoption of the income statement and balance sheet and the consolidated
income statement and balance sheet,
b) Appropriation of the company’s earnings according to the adopted balance
sheet,
c) Discharge from liability for the Board of Directors and the President.
10. Resolution regarding the number of Board members.
11. Determination of fees to be paid to the Board of Directors and auditors.
12. Election of Board members.
a) David Dangoor
b) Jan Annwall
c) Ewa Björling
d) Stefan Elving
e) Inger Holmström
f) Anthon Jahreskog
g) Brit Stakston
h) Paula Zeilon
13. Election of the Board Chairman.
14. Election of Auditor
15. Resolution regarding the Nominating Committee
16. The Board’s proposal for resolution regarding principles for remuneration to
senior executives.
17. Closing of the Meeting
Resolutions, etc.
The Nominating Committee’s proposals regarding items 2 and 10-15 in the agenda.
The Nominating Committee consists, except for the Board Chairman, David Dangoor,
of Per-Erik Andersson, (representing Annwall & Rothschild Investment AB, the
company’s largest shareholder), Sebastian Jahreskog, who via direct and indirect
ownership is the second largest shareholder and Jannis Kitsakis (representing
Fjärde AP-fonden, the third largest shareholder).
The Nominating Committee proposes the following:
Item 2 - Election of the Chairman of the Meeting
Attorney Erik Sjöman.
Item 10 - Resolution regarding the number of Board members
Eight (8) regular Board members with no (0) deputies.
Item 11 - Determination of fees to be paid to the Board of Directors and
auditors
The Board Chairman shall receive SEK 300,000 and the other Board members not
employed by the company shall receive SEK 150,000 each. Auditors’ fees shall be
paid according to approved account.
Item 12 - Election of Board members
Re-election of David Dangoor, Jan Annwall, Ewa Björling, Stefan Elving, Inger
Holmberg, Anthon Jahreskog, Brit Stakston and Paula Zeilon.
A detailed description of the members of the Board proposed for re-election is
provided in the 2015 annual report and on the company’s website www.biogaia.com.
Item 13 - Election of the Board Chairman
Re-election of David Dangoor.
Item 14 – Election of Auditor
Re-election of Deloitte AB.
Item 15 - Resolution regarding the Nominating Committee
The Board Chairman shall convene the three largest shareholders in the company,
in terms of voting power, each of which shall have the right to appoint a member
to form the Nominating Committee together with the Board Chairman. In
determining the composition of the Nominating Committee, the largest
shareholders in terms of voting power shall be based on the ownership conditions
at 30 June 2016. The Nominating Committee shall be chaired by the member
representing the largest shareholder on this date. If any of the three largest
shareholders should waive this right, the shareholder next in order of voting
power shall be given the opportunity to appoint a member to the Nominating
Committee. The names of the shareholder representatives shall be announced as
soon as they are appointed, although no later than six months prior to the 2017
Annual General Meeting. The mandate period of the Nominating Committee shall
extend until such time as the new Nominating Committee has been appointed.
In the case that the shareholder that the member represents should no longer be
one of the three largest shareholders in terms of voting power, the Nominating
Committee, if it finds it appropriate, could dismiss that member and give a
representative of the shareholder that is next in terms of voting power the
opportunity of being elected. In the case that a designated member of the
committee for any other reason leaves the Nominating Committee, the shareholder
who has appointed the member, shall be entitled to appoint a new representative
to the committee. If such shareholder declines to appoint a new representative,
the Nomination Committee should, if it finds it appropriate, considering the
remaining term of office, ask the shareholder that is next in terms of voting
power if it wishes to appoint a representative to the Nominating Committee.
The Nominating Committee shall prepare proposals on the following matters to be
put before the 2017 AGM for decision:
a) proposal for election of a Chairman of the AGM
b) proposal for election of Board members
c) proposal for election of the Board Chairman
d) proposal for determination of Board fees
e) proposal for election of auditor
f) proposal for determination of auditor’s fees
g) proposal for a resolution regarding the Nominating Committee ahead of the
2018 AGM.
The Board’s proposals for resolution regarding items 9b and 16 on the agenda.
Item 9 b – Appropriation regarding the company’s earnings
The Board of Directors propose that the shareholders be paid a dividend of SEK 5
per share, with the record date on 12 May 2016. Dividends are expected to be
disbursed by Euroclear Sweden AB on 17 May 2016. In view of the proposed
dividend, the Board has issued a separate statement in accordance with Chapter
18, Section 4, of the Swedish Companies Act.
Item 16 - The Board’s proposal for resolution regarding principles for
remuneration to senior executives
The Board of Directors proposes that the AGM approve the following guidelines
for remuneration and other terms of employment for senior executives in the
Group. These principles apply to employment contracts entered into after the
decision of the AGM and in the event that changes are made in the existing terms
after this date.
It is of fundamental importance for the Board that the principles for
remuneration and other terms of employment for senior executives in the Group
create long-term motivation and enable the company to retain competent employees
who work to attain maximum shareholder and customer value. In order to achieve
this, it is vital to uphold fair and internally balanced terms that are market
-based and competitive with respect to the structure, scope and level of
remuneration. The total remuneration package for the affected individuals should
contain a well-balanced mix of basic salary, variable remuneration, long-term
incentive schemes, pension benefits, other benefits and terms of
notice/termination benefits.
Basic salary – Basic salary shall be differentiated on the basis of the
individual’s role and responsibilities, as well as the individual’s competence
and experience in the relevant position.
Variable remuneration – The amount of variable remuneration shall not exceed 25%
of total remuneration.
Long-term incentive schemes – Every year, the Board of Directors shall evaluate
whether a long-term share-based or share price-based incentive scheme should be
proposed to the AGM. Other types of long-term incentive schemes can be decided
on by the Board. Any remuneration in the form of long-term incentive schemes
shall be consistent with generally accepted practices in the respective market.
Pensions – Senior executives who are entitled to pension benefits shall have
pension agreements of the defined contribution type. The amount of benefit
payable depends on the amount payable under the pension agreements in force.
Other benefits – Other benefits shall be of limited value in relation to other
remuneration and shall be consistent with general norms in the respective
geographical market.
Terms of notice and termination benefits – In the event that employment is
terminated by the company, the term of notice for senior executives may not
exceed 18 months. In the event that employment is terminated by the employee,
the term of notice may not be shorter than three months.
The Board of Directors proposes that the Board be authorized to deviate from the
above proposed guidelines in individual cases when there is special reason to do
so.
____________________________
Number of shares/votes and AGM documents, etc.
The total number of shares in the company amounts to 17,336,462, consisting of
740,668 class A shares and 16,595,794 class B shares, carrying a combined total
of 24,002,474 votes.
At the AGM, if any shareholder should so request and the Board assesses that
this can be done without significant damage to the company, the Board of
Directors and the President shall provide informatin about conditions that could
affect the assessment of items on the agenda and conditions that could affect
the assessment of the company’s or a subsidiary’s financial situation and the
company’s relationship to other group companies.
The Annual Report and other documents for the AGM will be held available at the
company and www.biogaia.com. no later than three weeks prior to the Meeting and
will be sent free of charge to all shareholders who so request and who provide
their postal address.
This is a translation of the Swedish version of the Notice to attend the Annual
General Meeting of BioGaia AB (publ). When in doubt, the Swedish wording shall
prevail.
Stockholm April 2016
The Board of Directors of BioGaia AB (publ).
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For additional information contact:
Axel Sjöblad, Managing Director, BioGaia AB, telephone 46 8-555 293 00
or Margareta Hagman, Executive Vice President, BioGaia AB, telephone 46 8-555
293 00
BioGaia AB Box 3242, SE-103 64 STOCKHOLM
Street address: Kungsbroplan 3A, Stockholm
Telephone: 46 8-555 293 00, Corp. Identity no. 556380-8723 www.biogaia.com
BioGaia is a healthcare company that develops, markets and sells probiotic
products with documented health benefits. The products are primarily based on
the lactic acid bacterium Lactobacillus reuteri, which has probiotic, health
-enhancing effects. The class B share of the Parent Company BioGaia AB is quoted
on the Mid Cap list of the NASDAQ OMX Nordic Exchange Stockholm. www.biogaia.com
