Notice to attend the Extraordinary General Meeting of BioGaia AB (publ)
BioGaia AB (publ) will hold its Extraordinary General Meeting at 2.00 p.m. on Friday, 18 March 2016, at Lundqvist & Lindqvist Klara Strand, Klarabergsviadukten 90, in Stockholm, Sweden. The doors will be opened for registration at 1.30 p.m. Registration will end at 2.00 p.m.
Right to participate
In order to participate in the Meeting, shareholders must be recorded in the register of shareholders maintained by Euroclear Sweden AB no later than Saturday, 12 March 2016 (since the record date is a Saturday, please note that the shareholder must be recorded in the register of shareholders no later than Friday, 11 March 2016) and must provide notice of participation to the company no later than 4.00 p.m. on Monday, 14 March 2016. Notification can be made by mail to BioGaia AB (publ), P.O. Box 3242, 103 64 Stockholm, Sweden, by telephone +46 (0)8-555 293 00 or by e-mail to email@example.com. The notification shall 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 at 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, which may be temporary, must be completed no later than Friday, 11 March 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 authorization for the legal entity must be attached. A form of proxy can be downloaded from the company’s website www.biogaia.se. An original form of proxy and, where appropriate, a certificate of registration or other proof of authorization, should be received by the company at the above address no later than Monday, 14 March 2016.
- Opening of the Meeting
- Election of the Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to attest the minutes of the Meeting
- Determination as to whether the Meeting has been duly convened
- The board’s proposal for approval of the transfer of shares in Infant Bacterial Therapeutics AB
- The board’s proposal for declaration of distribution of all of BioGaia’s shares in the subsidiary Infant Bacterial Therapeutics AB
- Closing of the Meeting
The board’s proposal for approval of the transfer of shares in Infant Bacterial Therapeutics AB (item 7)
On 12 November 2013, BioGaia transferred 2,250 shares in the subsidiary Infant Bacterial Therapeutics AB (“IBT”) to each of Eamonn Connolly and Staffan Strömberg for a price of in total SEK 45,000, respectively. At the time of the share transfer Eamonn Connolly and Staffan Strömberg were employed by BioGaia as Research Director and Head of the Regulatory, respectively. The background to the share transfers was the board of directors’ resolution to fund a project presented by Eamonn Connolly and Staffan Strömberg, regarding the development of a drug against necrotising enterocolitis (NEC).
Pursuant to Chapter 16 of the Swedish Companies Act the above share transfers must be approved by the General Meeting of BioGaia. Hence, the board of directors proposes that the Meeting approves BioGaia’s transfer of 2,250 shares in IBT to Staffan Strömberg and Eamonn Connolly, respectively. For a valid resolution, the proposal must be supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the Meeting.
The board’s proposal for declaration of distribution of all of BioGaia’s shares in the subsidiary Infant Bacterial Therapeutics AB (item 8)
The board of directors proposes that the Meeting resolves to distribute all of BioGaia’s shares, namely 74,066 shares of series A and 1,659,579 shares of series B, in the subsidiary Infant Bacterial Therapeutics AB, to BioGaia’s shareholders.
One (1) series A share in BioGaia shall entitle to one (1) series A share fraction in IBT and one (1) series B share in BioGaia shall entitle to one (1) series B share fraction in IBT, whereby ten series A share fractions shall entitle to one (1) share of series A in IBT and ten series B share fractions shall entitle to one (1) share of series B in IBT. As is stated in BioGaia’s year-end report for 2015, the shares in IBT are accounted for at an aggregate value of SEK 81.8 million in BioGaia’s balance sheet. One (1) share of each series in IBT, respectively, is hence equivalent to an accounted value of SEK 4.72 per share in BioGaia.
In the event that a shareholder's holding in BioGaia is not evenly divisible by ten, any excess share fractions that have not entitled to shares in IBT will be sold on the respective shareholder's behalf. Such sales will be conducted, free of brokerage fees, by Carnegie Investment Bank AB. The proceeds from the sale will be paid to the shareholders concerned through Euroclear Sweden AB.
The record day for the distribution shall be 23 March 2016. The shares in IBT will thereby be available at the shareholders’ VP-accounts (or at the VP-accounts held by those that may otherwise be entitled to distribution) on or around 29 March 2016.
Number of shares/votes and Meeting documents
The total number of shares in the company amounts to 17,336,462, of which 740,668 are series A shares and 16,595,794 are series B shares, carrying a combined total of 24,002,474 votes.
The complete resolution proposal and further information regarding item 8 above and a proxy form will be held available at the company 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. The documentation will also be held available on the company’s website www.biogaia.com.
Stockholm, February 2016
The board of directors of BioGaia AB (publ)
Latest press releases from BioGaia
2016-02-12 Proposal for distribution and separate listing of BioGaia’s subsidiary Infant Bacterial Therapeutics
2016-02-12 BioGaia AB Year-end report 2015
2016-01-11 New meta-analysis confirms effectiveness of BioGaia’s probiotic for infant colic
BioGaia has published this information in accordance with the Swedish Securities Market Act. The information was issued for publication on 12 February 2016, 10:00 CET.