Polygon applies for authorization to convene an extraordinary general meeting of Biotest AG
LONDON, July 1, 2020 /PRNewswire/ -- Polygon Global Partners LLP acts as investment manager to funds and accounts that hold a total of 859,610 ordinary shares and 1,750,000 preferred shares of Biotest AG, representing approximately 6.59% of the share capital of the company.
Yesterday, funds and accounts managed by Polygon filed an application with the competent court for authorisation to convene an Extraordinary General Meeting of shareholders of Biotest AG.
Polygon proposes three agenda items for shareholders' consideration and resolution: (1) the dismissal of newly elected supervisory board member Mr. Xiaoying (David) Gao, (2) election of a suitable replacement to the supervisory board who is free of conflicts of interest and (3) the launch of a special audit to investigate events in connection with the proposal for election of Mr. Gao.
Polygon filed this application because the management board of Biotest did not comply with Polygon's request of 10 June 2020 to convene an extraordinary general meeting (see Polygon's newswire of 11 June 2020).
Polygon had already filed a counter-motion on 20 April 2020 to agenda item 3 of the Annual General Meeting of 8 May 2020 concerning the circumstances of the declaration of conformity with the German Corporate Governance Code1 issued by Biotest's management board and supervisory board in connection with the election proposal regarding Mr. Gao to the supervisory board. It dealt with the conduct of a special audit into these circumstances (see Polygon's newswire of 6 May 2020).
The doubts with respect to Mr. Gao arise from the fact that he currently serves as the CEO and Vice Chairman of the board of directors of a major competitor of Biotest—UK blood plasma company Bio Products Laboratory Ltd. (BPL). BPL is also a group company of Chinese investment firm Creat Group, who is the majority but non-dominating shareholder of Biotest.
Polygon is of the opinion that it is in the interest of all Biotest shareholders to immediately end Mr. Gao's membership of the supervisory board due to his position as a member of the executive body of a major competitor. Furthermore, the conduct of the special audit does not tolerate any delay, because otherwise irreversible events could take place to the detriment of the company.
1 Sec. 5.4.2/C12 of the German Corporate Governance Code (Deutscher Corporate Governance Kodex) provides that the members of a company's supervisory board should not be members of governing bodies of or exercise advisory functions at major competitors of the company and should not have a personal relationship with a major competitor.
Contact: Polygon Global Partners LLP (email@example.com)
SOURCE Polygon Global Partners LLP