Notice of 2010 annual general meeting
(Thomson Reuters ONE) -
The shareholders of BioPhausia AB (publ) are herewith invited to participate in
the annual general meeting to be held at 2 p.m. on 11 May 2010 at the Radisson
Blu Strand Hotel, Nybrokajen 9, Stockholm. The premises will open for
registration at 1.30 p.m.
Notification
Shareholders who wish to attend the annual general meeting must:
a) be recorded in the register of shareholders held by Euroclear Sweden AB no
later than Wednesday 5 May 2010.
b) notify the Company of their intention to participate no later than 4 p.m. on
Wednesday 5 May 2010. This can be done by post to BioPhausia AB,
Blasieholmsgatan 2 111 48 Stockholm, or by sending a fax to 08-407 64 39, or an
e-mail to arsstamma(at)biophausia.se
notification must include name, personal ID number/company reg. number, address,
telephone number and registered shareholding.
Shareholders' rights to attend and participate in the annual general meeting may
be exercised through an authorised representative. A proxy shall be provided in
writing, dated within the last 12 months. The proxy, registration certificate
and other authorisation documents shall be received by the Company at the above
address no later than Wednesday 5 May 2010. Please note that the written proxy
must be sent or communicated to the annual general meeting. Proxy forms are
available from BioPhausia's website www.biophausia.se. Shareholders wishing to
exercise their right to bring up to two advisors to the annual general meeting
must include the number of advisors with the notification.
Shareholders with nominee-registered shares must temporarily re-register the
shares in their own name at Euroclear Sweden AB in order to participate in the
annual general meeting. This must be completed by Wednesday 5 May 2010, and the
nominee must be informed well in advance of this date.
Proposed agenda
1. Opening of the meeting
2. Election of a person to chair the meeting.
3. Preparation and approval of the list of shareholders
entitled to vote at the meeting.
4. Approval of the agenda.
5. Election of one or more persons to verify the minutes.
6. Determination of whether the meeting has been duly convened.
7. The CEO's statement on business operations.
8. Presentation of the Company's annual financial statements
and auditor's report, and the consolidated annual financial statements and
auditor's report for 2009.
9. Decisions on
a) adoption of the parent company's income statement and
balance sheet, and the consolidated income statement and balance sheet for 2009,
b) the Board's proposal for distribution of the Company's earnings as
shown in the 2009 balance sheet adopted by the meeting, and
c) discharge of the members of the Board and the CEO from liability
for 2009.
10. Determination of the number of Board members
11. Determination of fees paid to the Board and auditors
12. Election of members of the Board
13. The Board's proposals for decisions on guidelines for
salaries and other remuneration of key management personnel.
14. The Board's proposals for decisions on a Board mandate to
adopt new share issues.
15. Proposals regarding election of the nomination committee.
16. Closing of the meeting.
Election of a person to chair the meeting (item 2)
The Company's nomination committee proposes the Chairman of the Board Jan
Rynning as chairman of the annual general meeting.
Distribution of the Company's profit or loss (item 9b)
The Board proposes that no dividend be paid for the 2009 financial year and that
the profit be carried forward.
Number of Board members, Board fees, election of Board members (items
10, 11, 12)
The work of the nomination committee is not yet completed and the committee's
proposals regarding the number of Board members, Board fees and election of the
Board will be published in a special press release and on the Company's website
www.biophausia.se
Guidelines for salaries and other remuneration of key management personnel (item
13)
Key management personnel refers to the CEO and six members of the management
group, making a total of seven individuals. The Board's proposals are as
follows.
Biophausia shall offer an overall market compensation consisting of a fixed
salary, variable pay, pension premiums and other benefits. The fixed salary
shall take into account the individual's areas of responsibility and experience.
The fixed salary is reviewed annually. Variable pay corresponds to up to 75 of
the fixed salary. Variable pay is dependent on the individual's fulfilment of
predefined targets and is largely based on earnings trends plus individual
goals, which allows more long-term control. Pension benefits shall represent up
to 30 percent of the fixed salary. The minimum retirement age for the CEO and
other key management personnel is 60. Members of key management and the Company
are entitled to a three to six month period of notice. Termination benefits are
paid for up to twelve months from the end of the period of notice. The Board may
only derogate from these guidelines in special cases.
The Board's proposes that the annual general meeting approve the above
guidelines for salaries and other remuneration of key management personnel.
Mandate for the Board to issue new shares (item 14)
The Board proposes that the annual general meeting grant the Board a mandate to
issue new shares on one or more occasions before the next annual general
meeting, with or without preferential rights for shareholders, resulting in a
maximum increase in share capital of 10 percent. The mandate shall include the
right to adopt new share issues - providing for equity issues, offset issues or
other issues conditional on the provisions contained in chapter 13, section 7,
of the Swedish Companies Act. The reason for suspension of preferential rights
is to allow private placements which enable the Company to acquire companies or
operations, or obtain capital for use in such acquisitions, and to strengthen
the Company's financial position when needed. The issue price shall be based on
the share's market value.
Proposals regarding the election of a new nomination committee (item 15).
The nomination committee shall make proposals regarding the election and
remuneration of the Board and auditor before the 2011 annual general meeting.
The nomination committee, which currently consists of Caroline af Ugglas
(Skandia Liv), Jan Rynning (Chairman of the Board) Sören Berggren (individual
shareholder) and Tedde Jeansson (individual shareholder), proposes that it
should consist of three representatives from the three largest shareholders (in
terms of votes) and the Chairman of the Board. The majority of the nomination
committee's members shall not be Board members or employees of the Company. The
nomination committee's composition shall be presented on the Company's website
no later than six months before the 2011 annual general meeting. If a member
steps down from the nomination committee, a replacement shall be elected as
follows. If the number of votes for one or more of the nomination committee
members changes during the term of office, the committee's composition may be
changed. The nomination committee shall elect a chairman at its first meeting.
The nomination committee shall be entitled to request resources from the Company
such as secretarial services, and shall be entitled to charge the Company for
any necessary recruitment consultancy services. The nomination committee's
duties cease when a new committee is appointed as defined in the annual general
meeting's instructions.
Majority requirement
In order for decisions by the annual general meeting in accordance with the
Board's proposals in item 14 to be valid, they must be supported by shareholders
representing at least two-thirds of the specified number of votes and number of
shares represented at the annual general meeting.
On the date of issue of this notice, total shares were 342,555,069 and total
votes 342,555,069.
Documents
The 2009 financial statements, auditor's report, auditor's statement on previous
guidelines for salaries and other remuneration of key management personnel and
full proposals with regard to items 13 and 14 will be available from the Company
from 27 April 2010, and will be sent to the postal address of any shareholder
requesting a copy.
Stockholm, April 2010
The Board of Directors
BioPhausia AB (publ)
[HUG#1402359]
Notice of 2010 annual general meeting : http://hugin.info/130049/R/1402359/356937.pdf
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Datum: 12.04.2010 - 02:53 Uhr
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