Resolutions at the Annual General Meeting in Biotage AB on April 27, 2023

Appropriation of the company’s result
In accordance with the proposal by the Board of Directors, the Annual General Meeting resolved on a dividend of SEK 1.60 per share. The record date for dividend was resolved to be Tuesday, May 2, 2023. With this record date, the payment of dividend is estimated to be effectuated by Euroclear Sweden AB on Friday, 5 May 2023.

Discharge, Board of Directors, Auditors etc.
The Annual General Meeting resolved to discharge the members of the Board of Directors (including board members who resigned or was appointed during the financial year) and the CEO from liability for their management of the company’s affairs during the financial year 2022.

The Annual General Meeting resolved that the board shall be composed of seven board members with no deputy board members, conditional upon completion of the company acquiring the shares in Astrea and the minority shares in Nanopareil as was announced in a press release published by the company on 15 February 2023, and otherwise that the board shall be composed of five board members with no deputy board members.

The Annual General Meeting resolved to re-elect Torben Jørgensen, Peter Ehrenheim, Åsa Hedin, Mark Bradley and Karen Lykke Sørensen as board members for the period until the end of the next Annual General Meeting. It was noted that Karolina Lawitz declined re-election. The Annual General Meeting resolved to appoint Torben Jørgensen Chairman of the board. Furthermore, Kieran Murphy and Kugan Sathiyanandarajah were elected as new members of the Board of Directors for the period until the end of the Annual General Meeting to be held in 2024, conditional upon the completion of the company acquiring the shares in Astrea and the minority shares in Nanopareil.

The Annual General Meeting resolved to elect the auditing firm Öhrlings PricewaterhouseCoopers AB, with Leonard Daun as the registered public auditor in charge, for the period until the end of the Annual General Meeting to be held in 2024.

The Annual General Meeting resolved, in accordance with the Nomination Committee’s proposal, that a fixed fee, including fees for work in committees, of SEK 2,625,000 shall be paid to the Board of Directors for the period up to and including the Annual General Meeting 2024 to be distributed as follows. The Chairman shall receive SEK 750,000 and each of the other Board members elected by the Annual General Meeting (save as noted below) who are not employed by the company shall receive SEK 310,000. Furthermore, a fee shall be paid to the members of the Auditing Committee of an aggregate of not more than SEK 200,000, whereof the Chairman shall receive SEK 100,000 and the two other members SEK 50,000 each and a fee shall be paid to the members of the compensation committee of an aggregate of not more than SEK 125,000 whereof the chairman shall receive SEK 65,000 and the other two members SEK 30,000 each. With regard to the fees payable to the new members of the Board of Directors, (i) no fees will be payable to Kugan Sathiyanandarajah and (ii) the fee payable to Kieran Murphy shall be paid in proportion to the length of his term of office, from the time when he accedes as board member until the next Annual General Meeting. Should the acquisitions not be completed, the total fee payable to the Board of Directors will instead be SEK 2,315,000.

The Annual General Meeting resolved, in accordance with the Nomination Committee’s proposal, that the auditors shall be paid against approved account.

The Nomination Committee
The Annual General Meeting resolved in accordance with the Nomination Committee’s proposal to adopt an unchanged instruction for the Nomination Committee compared to last year, implying among other things that the company shall have a Nomination Committee consisting of three ordinary members. The members should be one representative of each of the three largest shareholders in the company who wish to appoint such representatives, with regard to the number of votes held. The Chairman of the Board of Directors of the company shall be an adjunct member of the Nomination Committee and shall convene the first meeting of the Nomination Committee. The Nomination Committee shall perform the duty of the Nomination Committee in accordance with the Swedish corporate governance code. The Nomination Committee’s term of office shall extend until a new Nomination Committee is appointed.

Resolution regarding approval of the Board of Directors’ remuneration report
The Annual General Meeting resolved to approve the Board of Directors’ remuneration report.

Authorization for the Board of Directors to resolve on a new issue of ordinary shares with payment through contribution in-kind, as part of the consideration for the acquisition of Astrea and Nanopareil
To ensure delivery of the shares that constitute part of the consideration for the acquisition of the shares in Astrea and the minority shares in Nanopareil, the Annual General Meeting resolved to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, resolve upon issuances of not more than 13,954,103 new ordinary shares to the Sellers to be paid in kind consisting of shares in Astrea and Nanopareil. The purpose of the authorization is to enable payment of the acquisition of Astrea and Nanopareil.

Authorization for the Board of Directors to issue shares
The Annual General Meeting resolved to authorize the Board of Directors to, until the Annual General Meeting to be held in 2024, at one or several occasions and with or without deviation from the shareholders’ pre-emption rights, adopt resolutions to issue ordinary shares. The Board of Directors shall have the right to resolve that the shares shall be paid in cash or be paid in kind or otherwise be subject to conditions referred to in Chapter 2, Section 5, second paragraph 1-3 and 5 of the Swedish Companies Act or that the shares shall be subscribed for with a right of set-off. The shareholders shall retain their preferential rights if the Board of Directors resolves to issue new shares against cash contribution. The number of ordinary shares issued may not correspond to a dilution of more than 15 percent of the total number of ordinary shares outstanding before the first exercise of the proposed authorization, after full exercise of the hereby proposed authorization.

Notwithstanding what is stated above regarding preferential rights for existing shareholders in case of an issue of shares against cash contribution, directed issues may be made in order to finance acquisitions of companies or parts of companies. In case of a directed cash issue of shares, such issue shall be made at market terms and conditions. Considering the above, the Board of Directors shall also be authorized to resolve on such other conditions that the Board of Directors finds necessary to carry out the issues. The reasons for the right to deviate from the shareholders’ preferential rights are to enable the company to, in a quick and effective way, finance acquisitions of companies or parts of companies.

This information was submitted for publication, through the agency of the contact persons set out above, at 18:30 CEST on April 27, 2023.

Contact person:
Tomas Blomquist, CEO
Tel: +46 (0)705 23 01 63, tomas.blomquist@biotage.com

Biotage AB
Box 8
SE-751 03 Uppsala
www.biotage.com

About Biotage
Biotage is a Global Impact Tech Company committed to solving society’s problems. We offer workflow solutions and products to customers in drug discovery and development and diagnostics, analytical testing and water and environmental testing.

Biotage is contributing to sustainable science with the goal to make the world healthier, greener and cleaner – HumanKind Unlimited.

Our customers span a broad range of market segments including pharmaceutical, biotech, diagnostic, contract research and contract manufacturers as well as clinical, forensic and academic laboratories in addition to organizations focused on food safety, clean water and environmental sustainability.

Biotage is headquartered in Uppsala in Sweden and employs over 500 people worldwide. The Group had sales of 1,566 MSEK in 2022 and our products are sold in more than 80 countries. Biotage’s share (BIOT) is listed in the Large Cap segment on the NASDAQ Stockholm.

Website: www.biotage.com.