SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed by
the Registrant
x
Filed by
a Party other than the Registrant
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Check the
appropriate box:
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Preliminary
Proxy Statement
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Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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x
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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Sangui
Biotech International, Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of
transaction:
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paid previously with preliminary
materials:
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box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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SANGUI
BIOTECH INTERNATIONAL, INC.
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD NOVEMBER 18, 2008
TO
OUR SHAREHOLDERS:
Notice is
hereby given that the 2008 Annual Meeting of Stockholders of Sangui Biotech
International, Inc. (the “Company”) will be held at the Forschungs-und
Entwicklungszentrum of the University Witten/Herdecke located at
Alfred Herrhausen Street
44, Witten, Germany 58455 at 11 a.m. Central European Standard Time on
Tuesday November 18, 2008, for the following purposes:
1.
The election
of three (3) Directors for a term of one (1) year. The election of
Thomas Striepe, Joachim Fleing, and Hubertus Schmelz as Directors of the Company
to serve for a term of one (1) year until the next annual meeting of
shareholders or until their successors are duly appointed and
qualified.
2.
The
ratification of the appointment of Moore & Associates, Chartered as the
Company's
independent
accountants for the fiscal years 2008
and 2009.
3.
Approval of
the Amended and Restated Articles of the Company which increase the aggregate
number of shares which the Corporation shall have authority to issue to
260,000,000 shares, of which 250,000,000 shares are to be common stock, without
par value, and 10,000,000 shares are to be preferred stock, without par
value.
4.
Approval of
the Amended and Restated Bylaws of the Company.
5.
The
ratification of the Amended and Restated Sangui Biotech International Inc.
Long-Term Incentive Plan and to reserve an additional 10,000,000 shares of
common stock for issuance hereunder.
6.
To
transact such other business as may properly come before the Annual Meeting or
any adjournments or postponements thereof.
The board of
directors has fixed the close of business on September 22, 2008 as the
Record Date for the determination of shareholders that are entitled to notice of
and to vote at the meeting and any adjournment thereof. Only
shareholders of record, and holders of shares in street name as represented by a
bank statement certifying the number of shares in their possession, as of the
close of business on the Record Date are entitled to notice and to vote at this
meeting or any postponements or adjournments. A complete list of the
shareholders entitled to vote at the meeting will be open to examination by any
shareholder, for any purpose germane to the meeting, during normal business
hours for ten (10) days prior to the date of the meeting, at the Company’s
offices at the Forschungs-und Entwicklungszentrum of the University
Witten/Herdecke located at
Alfred Herrhausen Street
44, Witten, Germany 58455.
A copy of our
annual report for the year ended June 30, 2008 is being mailed with this
proxy statement and notice of meeting.
Attendance at
the Annual Meeting will be limited to shareholders of the
Company. Shareholders will be required to furnish proof of ownership
of the Company’s Common Stock before being admitted to the
meeting. Shareholders holding shares in the name of a broker or other
nominee are requested to bring a statement from the broker or nominee confirming
their ownership in the Company’s Stock. Directions to the meeting’s
location accompany the Proxy Statement.
Whether or
not you expect to attend in person, we urge you to sign, date and return the
enclosed Proxy at your earliest convenience. This will ensure the
presence of a quorum and your representation at the meeting;
promptly signing, dating and
returning the Proxy will save the Company the expense and extra work of
additional solicitation
. Sending in your Proxy will not
prevent you from voting your stock at the meeting if you desire to do so, as
your proxy is revocable at your option.
By order
of the Board of Directors,
Date:
October 22,
2008
/s/ Thomas Striepe
_______________________________
Thomas Striepe
Chief
Executive Officer
Sangui
Biotech International, Inc.
Alfred
Herrhausen Street 44, Witten, Germany 58455
49 (2302)
915-200
Proxy
Statement
Annual
Meeting of Shareholders
To
Be Held on November 18, 2008
GENERAL
INFORMATION
We are
providing these proxy materials to you in connection with the solicitation of
proxies by the Board of Directors of Sangui Biotech International, Inc. for the
2008 Annual Meeting (the “Annual Meeting”) of our stockholders to be held on
November 18, 2008, and any adjournment or postponement of the Annual
Meeting. In this proxy statement, we refer to Sangui Biotech
International, Inc., as “Sangui,” the “Company,” “we,” or “us.”
We are
holding our Annual Meeting at the Company’s corporate office at Alfred
Herrhausen Street 44, Witten, Germany 58455 on Thursday, November 18, 2008, at
11 a.m. Central European Time. We intend to mail this proxy statement
and accompanying proxy card to our stockholders starting on or
about November 5, 2008. Our annual report for the year ended
June 30, 2008 is being sent to each stockholder of record along with this
proxy statement.
ABOUT THE MEETING
At our Annual
Meeting, our stockholders will act upon the matters outlined in the accompanying
notice of meeting, including the election of directors. In addition,
our management will report on our performance during the 2007 year and
respond to questions from stockholders.
VOTING
INFORMATION
All shares
represented by properly executed proxies received by the Board of Directors
pursuant to this solicitation will be voted in accordance with the holder’s
directions specified on the proxy. If no directions have been
specified by marking the appropriate places on the accompanying proxy card, the
shares will be voted in accordance with the Board’s recommendations which
are:
1.
FOR
election of Thomas
Striepe, Joachim Fleing, and Hubertus Schmelz as Directors of theCompany to
serve for a term of one (1) year until the next annual meeting of shareholders
or untiltheir successors are duly appointed and qualified.
2.
FOR
the ratification of the
appointment of Moore & Associates, Chartered as the Company's independent
accountants for the fiscal years 2008 and 2009.
3.
FOR
the approval of the
Amended and Restated Articles of the Company to increase theaggregate number of
shares which the Corporation shall have authority to issue to 260,000,000
shares, of which 250,000,000 shares are to be common stock, without par value,
and 10,000,000 shares are to be preferred stock, without par value.
4.
FOR
the approval of the
Amended and Restated Bylaws of the Company.
5.
FOR
the ratification of the
Amended and Restated Sangui Biotech International Inc. Long-TermIncentive Plan
and to reserve an additional 10,000,000 shares of common stock for
issuancehereunder.
A stockholder
signing and returning the accompanying proxy has power to revoke it at any time
prior to its exercise by delivering to the Company a later dated proxy or by
giving notice to the Company in writing or at the meeting, but without affecting
any vote previously taken.
Record Date
You may vote
all shares that you owned as of September 22, 2008, which is the record date for
the Annual Meeting. The Company has one class of stock outstanding,
Common Stock, no par value per share (“common stock”). The Company is
authorized to issue up to 5,000,000 shares of Preferred Stock but there is no
Preferred Stock issued and outstanding at this time. As of September
22, 2008, we had 50,000,000 shares of common stock outstanding held of
record by approximately 874 shareholders. Each share of
common stock is entitled to one vote on each matter properly brought before the
meeting.
Ownership of
Shares
If your
shares are registered directly in your name, you are the holder of record of
these shares, and we are sending these proxy materials directly to
you. As the holder of record, you have the right to give your proxy
directly to us or vote in person at the Annual Meeting. If you hold
your shares in a brokerage account or through a bank or other holder of record,
you hold the shares in “street name,” and your broker, bank or other holder of
record is sending these proxy materials to you. As a holder in street
name, you have the right to direct your broker, bank or other holder of record
how to vote by filling out a voting instruction form that accompanies your proxy
materials. Regardless of how you hold your shares, we invite you to
attend the Annual Meeting.
How to Vote
Your Vote Is
Important
.
We encourage you
to vote promptly. You may vote in the following way:
By Mail
: If
you are a holder of record, you can vote by marking, dating, and signing your
proxy card and returning it by mail in the enclosed postage-paid
envelope. If you hold your shares in street name, please complete and
mail the voting instruction card.
At The Annual
Meeting
: If you vote your shares now it will not limit your right to
change your vote at the Annual Meeting if you attend in person. If
you hold your shares in street name, you must obtain a proxy, executed in your
favor, from the holder of record if you wish to vote your shares at the Annual
Meeting.
All shares
that have been properly voted and not revoked will be voted at the
meeting. If you sign and return your proxy card without any voting
instructions, your shares will be voted as the Board of Directors
recommends.
Revocation Of
Proxies
: You can revoke your proxy at any time before your shares are
voted if you: (1) send a written notice to our Secretary indicating that
you want to revoke your proxy; or (2) deliver to our Secretary a duly
executed proxy (or voting instructions if you hold your shares in street name)
bearing a later date, which revokes all previous proxies; or (3) attend the
meeting in person, give written notice of revocation to the secretary of the
meeting prior to the voting of your proxy and vote your shares in person,
although your attendance at the meeting will not by itself revoke your
proxy.
Quorum and Required
Vote
Quorum
: We
will have a quorum and will be able to conduct the business of the Annual
Meeting if the holders of a majority of the votes that shareholders are entitled
to cast are present at the meeting, either in person or by proxy.
Vote Required for
Proposals:
Directors are
elected by a plurality of the shares of common stock that are present in person
or represented by proxy, meaning the nominees receiving the highest number of
votes will be elected to the Board of Directors.
The
ratification of the appointment of Moore & Associates, Chartered as the
Company's independent accountants for the fiscal years 2008 and 2009
requires the affirmative vote of a majority of the voting power of the shares of
common stock that are present in person or represented by proxy.
The
ratification of the amendment to the Company’s Articles of Incorporation to
increase the Company’s aggregate number of shares which the Corporation shall
have authority to issue to 260,000,000 shares, of which 250,000,000 shares are
to be common stock and 10,000,000 shares are to be preferred stock, requires a
majority of the shares of common stock that are present in person or represented
by proxy.
The approval
of the Amended and Restated Bylaws of the Company requires the affirmative vote
of a majority of the voting power of the shares of common stock that are present
in person or represented by proxy.
The
ratification of the Amended and Restated Sangui Biotech International Inc.
Long-Term Incentive Plan and to reserve an additional 10,000,000 shares of
common stock for issuance hereunder requires the affirmative vote of a majority
of the voting power of the shares of common stock that are present in person or
represented by proxy.
How We Count
Votes
: In determining whether we have a quorum, we count abstentions and
broker non-votes as present and entitled to vote.
In counting
votes on the proposals:
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We
do not count abstentions or broker non-votes, if any, as votes cast for
the election of directors, but we do count votes withheld for one or more
nominees as votes cast.
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Because
directors are elected by a plurality, this means that the three nominees
receiving the highest number of “FOR” votes will be
elected. Neither abstentions nor broker non-votes will have any
effect in determining the outcome of the election of
directors.
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In
tabulating whether the other proposals are ratified by a majority of votes
of the Company’s outstanding shares, it should be noted that abstentions
are counted in tabulations of the votes cast and thus have the same effect
as a vote against a proposal, whereas broker non-votes are not counted for
purposes of determining whether a proposal has been
approved.
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Dissenter's
Rights
Under
Colorado law, shareholders are not entitled to dissenter's rights of appraisal
on any proposal referred to herein.
Cumulative
Voting
With respect to voting on the election of directors,
shareholders shall not be entitled to cumulate votes.
Solicitation
The cost of
solicitation will be borne by the Company. In addition, the Company
may reimburse brokerage firms and other persons representing beneficial owners
of shares for their expenses in forwarding solicitation materials to such
beneficial owners. Proxies may be solicited by the Company’s
directors, officers and employees, without additional compensation, personally
or by telephone, facsimile or telegram. Although the exact cost of
preparation, mailing and holding of the meeting is not known at this time, it is
anticipated that the cost will be approximately $10,000.
INFORMATION
CONCERNING THE BOARD OF DIRECTORS
AND
THE CORPORATE GOVERNANCE OF THE COMPANY
Our business
is managed by the Company’s Board of Directors. Our Board members are
informed of our business through discussions with management, materials provided
to them, visits to the Company’s offices, and facilities, and their
participation in Board and committee meetings. During the fiscal
years 2008 and 2007, three scheduled meetings of the Board of Directors were
held. Directors who served during this time attended all of the
meetings, or were not in attendance with notice and for
cause. Directors are reimbursed for out-of-pocket expenses incurred
in attending meetings of the Board of Directors and the
committees. The Board also took action by unanimous written consent
over this same period on six occasions.
The Board of
Directors serves as the Compensation Committee (the “Compensation Committee”),
the Audit Committee (the “Audit Committee”), and a Stock Option Plan Committee
(the “Stock Option Committee”). The Compensation Committee reviews
and makes recommendations regarding annual compensation for Company officers,
and the Audit Committee oversees the Company's financial reporting process on
behalf of the Company's Board of Directors. The Stock Option
Committee reviews and affects the grant of options under the Company’s Stock
Option Plan (the “Plan”) by execution of instruments in writing in a form
approved by the Stock Option Committee. Subject to the express terms
and conditions of the Plan, the Stock Option Committee shall have full power to
construe the Plan and the terms of any option granted under the Plan, to
prescribe, amend and rescind rules and regulations relating to the Plan or
options and to make all other determinations necessary or advisable for the
Plan's administration.
Corporate Governance Practices and
Policies
Our Board of
Directors has been carefully following the corporate governance developments
that have been taking place as a result of the adoption of the Sarbanes-Oxley
Act of 2002, the rules adopted thereunder by the Securities and Exchange
Commission (SEC), and other corporate governance recommendations. Our
Board addresses, among other things, the Board’s composition, qualifications and
responsibilities, director education and stockholder communication with
directors.
Our Board of
Directors is in the process of adopting a Code of Ethics for its Financial
Officers, which is applicable to our Chief Executive Officer, Chief Financial
Officer, Corporate Controller and any other persons designated as financial
officers. Our Board of Directors is also developing a Code of
Conduct, articulating standards of business and professional ethics, which is
applicable to all of our directors, officers and employees.
Nominating
Procedures
The Board
will consider candidates for the Board of Directors from any reasonable source,
including stockholder recommendations. The Board will not evaluate
candidates differently based on who has made the proposal. The Board
has the authority under its charter to hire and pay a fee to consultants or
search firms to assist in the process of identifying and evaluating
candidates. No such consultants or search firms have been used to
date and, accordingly, no fees have been paid to consultants or search firms in
the past fiscal year. The Board will consider many factors when
considering candidates for election to the Board of Directors, including that
the proper skills and experiences are represented on the Board of Directors and
its committees and that the composition of the Board of Directors and each such
committee satisfies applicable legal requirements. Depending upon the
current needs of the Board of Directors, certain factors may be weighed more or
less heavily by the Board.
Stockholders
who wish to suggest qualified candidates should write to the Board at Alfred
Herrhausen Street 44, Witten, Germany 58455 specifying the name of the
candidates and stating in detail the qualifications of such persons for
consideration by the Board. A written statement from the candidate
consenting to be named as a candidate and, if nominated and elected, to serve as
a director should accompany any such recommendation.
Stockholder
Communications
The Board of
Directors encourages stockholders to send communications to the Board or to
individual members of the Board. Such communications, whether by
letter, e-mail or telephone, should be directed to the Chairman of the Company
who will forward them to the intended recipients. However,
unsolicited advertisements or invitations to conferences or promotional
material, in the discretion of the Chairman or his designee, may not be
forwarded to the directors.
If a
stockholder wishes to communicate to the Board about a concern relating to the
Company’s financial statements, accounting practices or internal controls, the
concern should be submitted in writing to the Board in care of the Chairman at
the Company’s headquarters address. If the concern relates to the
Company’s governance practices, business ethics or corporate conduct, the
concern likewise should be submitted in writing to the Chairman at the Company’s
headquarters address. If the shareholder is unsure as to which
category his or her concern relates, he or she may communicate it to any one of
the independent directors in care of the Company’s Secretary. The
Company’s “whistleblower” policy prohibits the Company or any of its employees
from retaliating or taking any adverse action against anyone for raising a
concern. If a shareholder or employee nonetheless prefers to raise
his or her concern in a confidential or anonymous manner, the concern may be
directed to the Chairman at the Company’s headquarters.
Independence
Non-management
directors have access to individual members of management or to other employees
of the Company on a confidential basis. Directors also have access to
Company records and files and directors may contact other directors without
informing Company management of the purpose or even the fact of such
contact.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth security ownership information as of the close of
business on the Record Date, for individuals or entities in the following
categories at the Company’s fiscal year end: (i) persons known by the Company to
own beneficially more than five percent (5%) of the Company’s Common stock, (ii)
each director, (iii) each Named Executive Officer listed in the “Summary
Compensation Table” as set forth herein, and (iv) all directors and executive
officers as a group. Except as otherwise indicated, each of the
stockholders listed below has sole voting and investment power over the shares
beneficially owned.
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Title
of Class
|
Name
and Address
of
Beneficial Owner
|
Amount
and Nature of Beneficial Ownership
|
Percent
of Class
|
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Common
Stock
|
Dr.
Wolfgang Barnikol
Arndstr.8
58453
Witten
Germany
|
1,853,600
(1)
|
3.7
%
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Common
Stock
|
Dr.
Joachim Fleing
Am
Vogelherd 43
35043
Marburg
Germany
|
210,000
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0.4
%
|
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Common
Stock
|
Joachim
Lutz
Alfred
Herrhausen Street 44
58455
Witten
Germany
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0
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0.0%
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Common
Stock
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Thomas
Striepe
Neuer
Wall 54
20354
Hamburg
Germany
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0
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0.0%
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Common
Stock
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All
Officers and Directors as a Group (4 persons)
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2,063,600
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4.1%
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(1)
This amount includes 1,153,600 shares held in the name of Dr. Doris
Barnikol-Keuten, Dr. Wolfgang Barnikol’s spouse.
Section
16(a) Compliance
Section 16(a)
of the Securities Exchange Act of 1934 requires the Company's executive
officers, directors and persons who own more than ten percent of the Company's
Common Stock, to file initial reports of beneficial ownership on Form 3, changes
in beneficial ownership on Form 4 and an annual statement of beneficial
ownership on Form 5, with the SEC. Such executive officers, directors
and greater than ten percent shareholders are required by SEC rules to furnish
the Company with copies of all such forms that they have filed.
Based solely
upon a review of copies of the reports filed, Sangui believes that all executive
officers, directors and persons who own more than ten percent of the Company's
Common Stock are in compliance with such regulations.
COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS
The following
table sets forth the aggregate compensation paid by the Company for services
rendered during the periods indicated:
Summary
Compensation Table
The table below
summarizes all compensation awarded to, earned by, or paid to our Officers for
all services rendered in all capacities to us for the fiscal periods
indicated.
|
Name
and
Principal
Position
(a)
|
Year
(b)
|
Salary
($)*
(c)
|
Bonus
($)
(d)
|
Stock
Awards
($)
(e)
|
Option
Awards
($)
(f)
|
Non-Equity
Incentive Plan Compensation
($)
(g)
|
Nonqualified
Deferred Compensation Earnings
($)
(h)
|
All
Other Compensation
($)
(i)
|
Total
(1)
($)
(j)
|
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Prof.
Wolfgang Barnikol
CEO
& CFO
|
2008
(1)
2007
2006
2005
|
0
0
0
38,134
|
0
0
0
0
|
0
0
0
0
|
0
0
0
0
|
0
0
0
0
|
0
0
0
0
|
0
0
0
0
|
0
0
0
38,134
|
|
Thomas
Striepe
CEO
|
2008
(2)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Joachim
Fleing
CFO
|
2008
(3)
|
0
|
0
|
0
|
0
|
0
|
0
|
12,141
|
12,141
|
|
*
|
All
figures are expressed in United States Dollars (“USD”); for the German
management personnel, the EURO or DM was converted to USD as of the fiscal
year end of each year.
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(1)
|
On
March 30, 2008, Dr. Wolfgang Barnikol amicably resigned as the Company’s
Chief Executive Officer and Chief Financial Officer effective April 3,
2008.
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(2)
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On
April 8, 2008, the Board of Directors appointed Thomas Striepe to serve as
Chief Executive Officer of the Company.
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(3)
|
On
April 8, 2008, the Board of Directors appointed Joachim Fleing to serve as
Chief Financial Officer of the Company. Other Compensation reflects
amounts earned under his consulting agreement with the Company since
becoming the Chief Financial
Officer.
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Narrative
Disclosure to Summary Compensation Table
The Company
has an agreement with Professor Barnikol, the Company’s CEO and CFO, pursuant to
which he is entitled to 3% royalties of gross revenues earned with any product
based on his inventions. No royalties were paid or earned in fiscal
2007 and 2006.
The company
signed a consulting contract with Joachim Fleing, PhD, covering certain investor
relations services on July 17, 2002. When the latter was appointed an officer of
the company, the Board of Directors agreed that this contract should
persist.
There are no
other employment contracts, compensatory plans or arrangements, including
payments to be received from the Company with respect to any executive officer,
that would result in payments to such person because of his or her resignation,
retirement or other termination of employment with the Company, or its
subsidiaries, any change in control, or a change in the person’s
responsibilities following a change in control of the Company.
There are no
agreements or understandings for any executive officer to resign at the request
of another person. None of our executive officers acts or will act on behalf of
or at the direction of any other person.
Compensation
of Directors
The table
below summarizes all compensation awarded to, earned by, or paid to our
Directors for all services rendered in all capacities to us for the fiscal
periods indicated.
|
Name
(a)
|
Fees
Earned or Paid in Cash
(b)
|
Stock
Awards
($)
(c)
|
Option
Awards
($)
(d)
|
Non-Equity
Incentive Plan Compensation
($)
(e)
|
Nonqualified
Deferred Compensation Earnings
($)
(f)
|
All
Other Compensation
($)
(g)
|
Total
($)
(j)
|
|
Prof. Wolfgang
Barnikol
|
2007
2006
2005
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
|
Joachim
Lutz
|
2007
2006
2005
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
|
Thomas
Striepe
|
2007
2006
2005
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
|
Joachim
Fleing
|
2007
2006
2005
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
Narrative
to Director Compensation Table
The Company
has an agreement with Professor Barnikol, the Company’s CEO and CFO, pursuant to
which he is entitled to 3% royalties of gross revenues earned with any product
based on his inventions. No royalties were paid or earned in fiscal
2007 and 2006.
The company
signed a consulting contract with Joachim Fleing, PhD, covering certain investor
relations services on July 17, 2002. When the latter was appointed a director of
the company effective December 16, 2003, the Board of Directors unanimously
agreed that this contract should persist. Under this resolution Joachim Fleing,
like the other directors will not obtain any remuneration for serving as a
director, while those services as rendered under the contract should be
remunerated as before.
Directors
serve without compensation and there are no standard or other arrangements for
their compensation. There are no employment contracts, compensatory
plans or arrangements, including payments to be received from the Company with
respect to any Director that would result in payments to such person because of
his or her resignation with the Company, or its subsidiaries, in the event of
any change in control of the Company. There are no agreements or
understandings for any Director to resign at the request of another
person. None of our Directors or executive officers acts or will act
on behalf of or at the direction of any other person.
No long-term
incentive plan awards were issued or granted to the Company's management during
the fiscal years ended June 30, 2007 and 2006. Further, during
the fiscal years ended June 30, 2007 and 2006, no member of the Company's
management was granted any option or stock appreciation right.
Grants
of Plan-Based Awards in 2007
There were no
option grants in 2007.
Outstanding
Equity Awards at 2007 Fiscal Year-End
There were no
option exercises or options outstanding in 2007.
Option
Exercises and Stock Vested in Fiscal 2007
There were no
option exercises or stock vested in 2007.
INDEPENDENT
PUBLIC ACCOUNTANTS
The Company’s
independent accountants for the fiscal year ended June 30, 2007 was Moore &
Associates, Chartered of Las Vegas, Nevada, who has served as the Company's
independent accountants since 2007. As set forth below in Proposal 2,
the Company has appointed Moore & Associates, Chartered as the Company's
independent accountants for the fiscal years ending June 30, 2008 and
2009.
Audit
Fees
During the
fiscal year ended June 30, 2007, the aggregate fees billed by Moore &
Associates, Chartered, for services rendered for the audit of the Company’s
annual financial statements was $16,000.
DEADLINE
FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
Stockholders
are hereby notified that if they wish a proposal to be included in our proxy
statement and form of proxy relating to the 2009 annual meeting of stockholders,
they must deliver a written copy of their proposal no later than June 30, 2009.
If the date of next year’s annual meeting is changed by more than 30 days
from the date of this year’s meeting, then the deadline is a reasonable time
before we begin to print and mail proxy materials. Proposals must comply with
the proxy rules relating to stockholder proposals, in particular Rule 14a-8
under the Securities Exchange Act of 1934, in order to be included in our proxy
materials.
Mailing
Instructions
Proposals
should be delivered to Sangui Biotech International, Inc, Alfred Herrhausen
Street 44, Witten, Germany 58455, Attention: Joachim Fleing, Corporate
Secretary. To avoid controversy and establish timely receipt by the
Company, it is suggested that stockholders send their proposals by certified
mail, return receipt requested.
STOCKHOLDER
COMMUNICATION WITH THE BOARD OF DIRECTORS
Stockholders
who wish to contact any of our directors either individually or as a group may
do so by writing them c/o Corporate Secretary, Sangui Biotech International,
Inc, Alfred Herrhausen Street 44, Witten, Germany 58455, or by telephone at 49
(2302) 915-200 specifying whether the communication is directed to the entire
board or to a particular director. Stockholder letters are screened
by Company personnel to filter out improper or irrelevant topics, such as
solicitations, and to confirm that that such communications relate to matters
that are within the scope of responsibilities of the board or a
Committee.
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REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]
PROPOSAL
1.
ELECTION
OF DIRECTORS
Nominees
Our current
bylaws provide for a Board of Directors consisting of not less than three, nor
more than seven, directors. The number of directors has been set as three (3),
each of which will be elected at the Annual Meeting. The elected
directors will hold offices for a term of one (1) year or until their successors
are elected (which should occur at the next Annual Meeting) and qualified,
unless they die, resign or are removed from office prior to that
time. In the absence of specific instructions, executed proxies which
do not indicate for whom votes should be cast will be voted “FOR” the election
of the nominees named below as directors. Votes withheld will be
counted for the purpose of determining the presence or absence of a quorum for
the transaction of business at the meeting but have no other legal effect upon
the election of directors under Colorado law. In the event that any
nominee is unable or declines to serve as a director (which is not anticipated),
the proxyholders will vote for such substitute nominee as the Board of Directors
recommends or vote to allow the vacancy to remain open until filled by the Board
of Directors, as the Board of Directors recommends.
Set forth
below is information as to each nominee for director.
DIRECTORS
WHO ARE NOMINEES FOR ELECTION
|
Name of Nominee
|
Age
|
Position
(Proposed Term as
Director)
|
|
|
|
|
|
Thomas
Striepe
|
46
|
Director
– 1 Year
|
|
|
|
|
|
Joachim
Fleing, PhD
|
55
|
Director
– 1 Year
|
|
|
|
|
|
Hubertus
Schmelz
|
53
|
Director
– 1 Year
|
JOACHIM FLEING,
PhD
is a current Director of the Company, the Company’s Chief Financial
Officer and is a communications specialist. His professional
experience includes the position of a communications officer and the position as
an account director at an international PR agency. Joachim Fleing
holds a PhD from Wuppertal University.
THOMAS STRIEPE
is a current Director of the Company, the Company’s Chief Executive Officer and
is the Vice President of Accounting and Controlling at Dr. Ludz GmbH, Hamburg,
Germany, a financial services company. Prior to joining Dr. Ludz GmbH
in 2004, he held management positions in the accounting departments of several
German and international corporations. He holds an MBA from Hamburg
University.
HUBERTUS
SCHMELZ
is the General Manager of Sangui GmbH. He was
appointed to this position effective December 16, 2003. Prior to
joining Sangui he acted as a legal and business consultant. During
the last decade prior to 2000 he was entrusted with numerous business
development projects by the German Treuhandanstalt in restructuring the economy
of Eastern Germany. After having studied law he acted as legal
counsel in several positions.
VOTE
REQUIRED
Directors are
elected by a plurality of the votes cast by the
shares of common stock
represented at the meeting, meaning the nominees receiving the highest number of
votes will be elected to the Board of Directors.
THE
BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “
FOR”
THE
NOMINEES AS SET FORTH ABOVE.
PROPOSAL
2.
RATIFICATION OF APPOINTMENT
OF INDEPENDENT ACCOUNTANTS
The Company
has appointed Moore & Associates, Chartered as the Company's independent
accountants for the fiscal years ending June 30, 2008 and 2009. Moore
& Associates, Chartered has served as the Company's independent accountants
since September 18, 2007. Services provided to the Company in fiscal
2007 included examination of the Company’s financial annual
statements.
Audit
Fees
For the fiscal year
ended 2007, the aggregate fees billed by Moore & Associates, Chartered for
services rendered for the audits of the annual financial statements and the
review of the financial statements included in the quarterly reports or services
provided in connection with the statutory and regulatory filings or engagements
for those fiscal years were $16,000.
Other
Fees
For the fiscal year
ended 2007, fees billed by Moore & Associates, Chartered , were an
aggregate $0 for any audit-related services other than as set forth in paragraph
(a) above.
Additionally, for the fiscal years ended 2007 and
2006, Moore & Associates, Chartered did not bill any fees for tax compliance
services. The auditors did not provide tax-planning advice for the
fiscal years ended 2007 and 2006.
VOTE
REQUIRED
The
affirmative vote of holders of a majority of the shares of common and preferred
stock represented at the meeting is required to ratify the appointment of the
independent accountants.
THE
BOARD OF DIRECTORS RECOMMENDS VOTING “
FOR
”
SUCH RATIFICATION
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INTENTIONALLY LEFT BLANK]
PROPOSAL
3.
APPROVAL
OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
THE COMPANY
The Company
is seeking approval of the Amended and Restated Articles of Incorporation of the
Company which will increase the aggregate number of shares which the Corporation
shall have authority to issue to 260,000,000 shares, of which 250,000,000 shares
are to be common stock, without par value, and 10,000,000 shares are to be
preferred stock, without par value. A copy of the Amended and
Restated Articles of Incorporation are attached hereto as
Appendix A
.
Introduction
Our Articles
of Incorporation currently authorize the issuance of 50,000,000 shares of Common
Stock, no par value. As of September 22, 2008, the “Record Date,”
there were 50,000,000 shares of our Common Stock outstanding.
Description of the
Amendment
On September
5, 2008, our Board of Directors unanimously approved the Amended and Restated
Articles of Incorporation (the “Amendment”), subject to stockholder approval, to
increase the number of shares of Common Stock authorized for issuance under the
Articles of Incorporation to 260,000,000 shares, of which 250,000,000 shares are
to be common stock, without par value, and 10,000,000 shares are to be preferred
stock, without par value.
If the
Amendment is approved by a majority of stockholders, it will become effective
upon its filing with the Secretary of State of the State of
Colorado. The Company expects to file the Amendment with the
Secretary of State of the State of Colorado very shortly after its approval by
stockholders. The authorized but unissued shares of Common Stock would be
available for issuance from time to time for such purposes and for such
consideration as the Board of Directors may determine to be appropriate without
further action by the stockholders, except for those instances in which
applicable law or stock exchange rules require stockholder approval. The
additional shares of authorized Common Stock, when issued, would have the same
rights and privileges as the shares of Common Stock currently issued and
outstanding.
Other
changes to the Articles
Article III,
now entitled business of the corporation, is now amended to provide
the Company the flexibility to engage in all lawful business for which
corporations may be incorporated pursuant to the Colorado Business Corporation
Act.
Article IV,
which sets forth powers of the Company has been stricken and replaced with the
authorized capital of the Company as discussed above.
Article V,
which previously was the capital structure, now states that cumulative voting
for directors will not be permitted. This is the same as the original
Article VI.
New Article
VI disallows any preemptive rights of the shareholders; this is no different
from the original Article V Section 4.
New Article
VII sets forth the authority of the Board of Directors. Additionally,
as provided by Section 7-110-102 of the Colorado Revised Statutes, the Board of
Director has chosen to delete information contained in the original Article VII
entitled Registered and Initial Principal Office and Registered Agent, Article
VIII entitled Incorporator, Article IX entitled Board of Directors.
Article VIII
is the same as the original Article VI, Section 2.
Article IX is
now Indemnification of Directors, Officers, Employees, Fiduciaries and Agents,
previously this was Article XIII.
Article X is
new language regarding the limitations of liability for a director of the
Corporation with regard to personal liability to the Corporation or its
Shareholders for monetary damages for breach of fiduciary duty in
certain circumstances. The original Article X set forth powers of the
directors, which are set forth in the Company’s Bylaws.
Articles XI
and XII of the original Articles regarding corporate opportunity and directors
right to contract with the Company have been stricken as has Article XIII
entitled right to amend.
Purposes of the
Amendment
The primary
purpose of the Amendment is to provide additional shares of common stock which
may be used by us for any number of reasons including, but not limited to, the
issuance in connection with future financing activities of the Company; the
increase in the number of shares available to be issued for issuance to holders
of convertible preferred stock, loans, options and warrants granted prior to or
after the date hereof; to establish additional employee compensation plans
or to increase the shares available under current plans; to issue shares
upon conversion of other equity or debt securities; for issuance in connection
with future corporate acquisitions; or other corporate purposes.
The
Company currently has no plans to issue any of the newly authorized shares under
the Amended and Restated Articles.
Upon the
effective date of the Amendment, we will have 200,000,000 shares of common stock
authorized and available for future issuance. The Board of Directors
believes that the increase in the number of authorized shares of common stock
will make a sufficient number of shares available, should we decide to use our
shares for one or more of such previously mentioned purposes or
otherwise. We reserve the right to seek a further increase in
authorized shares from time to time in the future as considered appropriate by
the Board of Directors.
Other Potential Effects of the
Amendment
Upon filing
the Amendment, the Board of Directors may cause the issuance of additional
shares of common stock without further vote of our stockholders, except as
provided under the Colorado Business Corporation Act (or any national securities
exchange on which shares of our common stock are then listed or
traded). Under our Articles of Incorporation, our stockholders do not
have preemptive rights to subscribe to additional securities which may be issued
by the Company, which means that current stockholders do not have a prior right
to purchase any new issue of our capital stock in order to maintain their
proportionate ownership of common stock. In addition, if the Board of
Directors elects to issue additional shares of common stock, such issuance could
have a dilutive effect on the earnings per share, voting power and holdings of
current stockholders.
In addition
to the corporate purposes discussed above, the Amendment could, under certain
circumstances, have an anti-takeover effect, although this is not the intent of
the Board of Directors. For example, the existence of authorized but
unissued shares of common stock could render more difficult or discourage an
attempt to obtain control of us by means of a proxy contest, tender offer,
merger or otherwise.
Board
Recommendation
Our Board of
Directors recommends that you vote “FOR” the Amendment.
VOTE
REQUIRED
The
affirmative vote of holders of a majority of the shares of common and preferred
stock represented at the meeting is required to approve the amended and restated
articles for the Company.
THE
BOARD OF DIRECTORS RECOMMENDS VOTING “
FOR
”
SUCH APPROVAL
PROPOSAL
4.
APPROVAL OF THE AMENDED AND
RESTATED BYLAWS OF THE COMPANY
On September
5, 2008, our Board of Directors unanimously approved the Amended and Restated
Bylaws. The Company is seeking approval of the Amended and Restated
Bylaws of the Company, a copy of which are attached hereto as
Appendix B
.
The Amended
and Restated Bylaws do not contain any significant changes, but have been
redrafted to be less cumbersome, as well as simpler to read, interpret, and
apply.
VOTE
REQUIRED
The
affirmative vote of holders of a majority of the shares of common and preferred
stock represented at the meeting is required to approve the Amended and Restated
Bylaws of the Company.
THE
BOARD OF DIRECTORS RECOMMENDS VOTING “
FOR
”
SUCH APPROVAL
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INTENTIONALLY LEFT BLANK]
PROPOSAL
5.
RATIFICATION OF THE AMENDED
AND RESTATED SANGUI BIOTECH INTERNATIONAL INC. LONG-TERM INCENTIVE
PLAN
On April 28,
2004, the company adopted the 2004 Employee Stock Incentive
Plan. Under the terms of this plan the Board was authorized to issue
up to 1,000,000 shares of common stock to certain eligible employees of the
company or its subsidiaries in order to attract and retain employees and
directors of the Company and to provide such persons with incentives and awards
for superior performance and providing services to the Company. The
Plan was administered by a committee comprised of the Board of Directors of the
Company or appointed by the Board of Directors, which had broad flexibility in
designing stock-based incentives. The Company to date has issued the
1,000,000 shares of common stock and wishes to amend and restate the plan as the
Amended and Restated Sangui Biotech International Long-Term Incentive Plan (the
“Incentive Plan”). In doing so it will allow the Company to increase
the number of shares of Common Stock reserved for issuance thereunder to
10,000,000 shares and to provide the most flexibility in both the terms and
structures of awards, in order to attract and retain employees and directors of
the Company and to provide such persons with incentives and awards for superior
performance and providing services to the Company.
Principal
Features of the Equity Incentive Plan
The Incentive
Plan has been structured so as to provide us with maximum flexibility in
designing equity incentives for our executive officers and other employees, the
non-employee members of our Board of Directors and independent consultants in
the Company’s service. Our Board of Directors or committee of their
choosing, as Plan Administrator, may make grants under the Incentive Plan in the
form of option grants or through stock purchase rights of vested or unvested
shares of our common stock. The Incentive Plan is attached hereto as
Appendix C
.
Eligibility
The Plan
Administrator may grant awards to any employee, director, consultant or other
person providing services to the Company or its affiliates.
Shares
Subject to the Incentive Plan
An aggregate
of 10,000,000 shares of the Company’s common stock are reserved for issuance and
available for awards under the Incentive Plan, including incentive stock options
granted under the Incentive Plan.
Tax
Consequences of the Equity Incentive Plan
THE
FOLLOWING IS A BRIEF SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION UPON THE
PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE INCENTIVE PLAN. THIS
SUMMARY DOES NOT PURPORT TO BE COMPLETE AND DOES NOT ADDRESS THE FEDERAL INCOME
TAX CONSEQUENCES TO TAXPAYERS WITH SPECIAL TAX STATUS. IN ADDITION,
THIS SUMMARY DOES NOT DISCUSS THE PROVISIONS OF THE INCOME TAX LAWS OF ANY
MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE, AND
DOES NOT DISCUSS ESTATE, GIFT OR OTHER TAX CONSEQUENCES OTHER THAN INCOME TAX
CONSEQUENCES. THE COMPANY ADVISES EACH PARTICIPANT TO CONSULT HIS OR
HER OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF PARTICIPATION IN THE
INCENTIVE PLAN AND FOR REFERENCE TO APPLICABLE PROVISIONS OF THE INTERNAL
REVENUE CODE.
The Incentive
Plan provides for the issuance of incentive stock options and non-statutory
options, which may have different tax consequences to the optionee on the basis
of his or her particular tax situation.
Incentive
Stock Options
Incentive
stock options are not subject to tax at the time of grant or at the time of
exercise. However, the excess of the fair market value of the purchased shares
at time of exercise over the exercise price is includible in income for
alternative minimum tax purposes. Upon the sale or other disposition of the
incentive option shares, the optionee will recognize income equal to the excess
of the sale proceeds or other amount realized over the exercise price. The gain
(or loss) will be long-term, provided the disposition occurs more than two (2)
years after the grant date and more than one (1) year after the exercise
date. The Company will not be entitled to a deduction in connection
with the exercise of an incentive option unless the acquired shares are sold
within two (2) years after the grant date or within one (1) year after the
exercise date.
Non-Statutory
Options
Non-statutory
options are not taxable at the time of grant. Upon exercise, the optionee will
recognize ordinary income with respect to any vested shares purchased under the
option. Such income will be in an amount equal to the excess of the value of the
vested shares on the exercise date over the exercise price paid for those
shares. Taxable income will be recognized on the balance of the shares, as the
optionee vests in those shares, in an amount equal to the spread between the
value of those shares on the vesting date and the exercise price paid for the
shares. The optionee may elect under Section 83(b) of the Internal Revenue Code
to be taxed at the time the option is exercised for unvested shares subject to
the Company's repurchase right. The election must be filed with the Internal
Revenue Service (“IRS”) within thirty (30) days after exercise. If the election
is made, the optionee will recognize taxable income equal to the excess of the
fair market value of the unvested shares on the exercise date over the exercise
price paid for such shares. No additional income will be recognized as those
shares subsequently vest. The Company will, in general, be entitled
to a deduction at the time or times the optionee recognizes income with respect
to the shares acquired under his or her non-statutory option. The deduction will
be equal to the amount of income so recognized.
Stock
Grants
An individual
who is issued vested shares of common stock under the stock issuance program
will recognize ordinary income in the year of purchase equal to the excess of
the fair market value of the shares on the purchase date over the purchase price
paid for those shares. Federal and state income and employment taxes will have
to be withheld or collected from such individual at the time the shares are
issued.
An individual
who is issued unvested shares of common stock will not recognize any taxable
income at the time the unvested shares are issued but will have to report as
ordinary income, for the taxable year in which his or her interest in such
shares vests, an amount equal to the excess of the fair market value of the
shares at the time of vesting over the purchase price paid for such shares. Such
individual may, however, elect under Section 83(b) of the Internal Revenue Code
to be taxed in the year of purchase on the excess (if any) of the fair market
value of the unvested shares at the time of purchase over the purchase price
paid for those shares, and such individual will thereby avoid the recognition of
income as and when the shares subsequently vest. Such election must be filed
with the IRS within thirty (30) days after the purchase of the unvested
shares. The Company will be entitled to a deduction in an amount
equal to the ordinary income recognized by the recipient.
Transferability
of Shares
Shares of
common stock acquired upon exercise of an option or as a stock issuance pursuant
to the Incentive Plan will be deemed to be “restricted securities” as defined in
Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), until
such time as the shares to be issued pursuant to the Incentive Plan are
registered by us under the Securities Act.
Amendment
and Termination
The board of
directors may at any time amend or terminate the Incentive Plan, provided that
no such action may be taken that adversely affects any rights or obligations
with respect to any awards theretofore made under the Incentive Plan without the
consent of the recipient. No awards may be made under the Incentive
Plan after the tenth anniversary of its effective date.
Effective
Date
The Incentive
Plan will become effective upon approval by the stockholders of the
Company. If not approved by the stockholders, the Incentive Plan will
not be adopted.
No
Appraisal Rights
Under the
Colorado Code, stockholders are not entitled to appraisal rights with respect to
the adoption of an equity incentive plan.
VOTE
REQUIRED
Approval of
the Incentive Plan will require the affirmative vote of at least a majority in
voting interest of the stockholders present in person or by proxy and voting at
the Annual Meeting, assuming the presence of a quorum. For purposes
of the vote on this matter, abstentions will be counted as votes cast against
the proposal, whereas broker non-votes will not be counted as votes cast and
will have no effect on the result of the vote, although each type of vote will
count toward the presence of a quorum. If the stockholders do not
approve the Incentive Plan, it will not be implemented, but the Company reserves
the right to adopt such other compensation plans and programs as it deems
appropriate and in the best interests of the Company and its
stockholders.
THE
BOARD OF DIRECTORS RECOMMENDS VOTING “
FOR
”
SUCH RATIFICATION
OTHER
BUSINESS
The Company
knows of no other matters to be submitted at this meeting. If any other matters
properly come before the meeting or any adjournment or postponement thereof, it
is the intention of the persons named in the enclosed form of Proxy to vote the
shares they represent as the Board of Directors may recommend.
APPENDIX
Appendix
A - Amended and Restated Articles of Incorporation
Appendix
B - Amended and Restated Bylaws
Appendix
C - Amended and Restated Sangui Biotech International Long-Term Incentive
Plan
By order
of the Board of Directors,
Date:
October 22,
2008
/s/ Thomas Striepe
_______________________________
Thomas Striepe
Chief
Executive Officer
Appendix A
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION OF
SANGUI
BIOTECH INTERNATIONAL, INC.
Pursuant to the provisions of the Colorado Business
Corporation Act, the undersigned corporation adopts the following Amended and
Restated Articles of Incorporation. These articles correctly set
forth the provisions of the Articles of Incorporation, as amended, and supersede
the original Articles of Incorporation and all amendments
thereto.
ARTICLE
I - NAME OF THE CORPORATION
The
name of the Corporation shall be: Sangui Biotech International,
Inc.
ARTICLE
II - DURATION OF THE CORPORATION
The
period of this Corporation's duration is perpetual.
ARTICLE
III - BUSINESS OF THE CORPORATION
The
nature of the business of this Corporation and the objects and purposes to be
transacted, promoted and carried on by it are all lawful business for which
corporations may be incorporated pursuant to the Colorado Business Corporation
Act.
ARTICLE
IV - AUTHORIZED CAPITAL
The
aggregate number of shares of all classes of Capital Stock which the corporation
shall have the authority to issue is 260,000,000 shares, which shall be divided
into two classes as follows:
(1)
250,000,000 shares, no par value per share, all of which shares shall be of one
class andshall be designated as Common Stock; and,
(2) 10,000,000
shares of Preferred Stock, no par value per share.
The
shares may be issued for money, property or services rendered and the directors
may issue said shares for such consideration as in their sole discretion they
shall deem reasonable and all shares so issued shall be deemed fully paid and
non-assessable.
The
Preferred Stock shall be classified, divided and issued in series. Each
series of Preferred Stock may be issued as determined from time to time by the
directors and stated in the resolution or resolutions providing for the issuance
of such stock adopted by the directors. Each series is to be appropriately
designated prior to the issue of any shares thereof by some distinguishable
letter, number, or title. The Board of Directors is hereby vested with
authority to divide the class of shares of Preferred Stock into series and to
fix and determine the relative rights and preferences of the shares of any such
series so established to the full extent permitted by these Amended and Restated
Articles of Incorporation and the Colorado Business Corporation Act in respect
of the following:
(A) The number
of shares to constitute such series, and the distinctive designations
thereof;
(B) The
rate and preference of dividends, if any, the time of payment of dividends,
whetherdividends are cumulative and the date from which any dividends shall
accrue;
(C) Whether
shares may be redeemed and, if so, the redemption price and the terms
andconditions of redemption;
(D) The
amount payable upon shares in event of involuntary
liquidation;
(E) The
amount payable upon shares in event of voluntary
liquidation;
(F) Sinking
fund or other provisions, if any, for the redemption or purchase of
shares;
(G) The
terms and conditions upon which shares may be converted, if the shares of any
seriesare issued with the privilege of conversion;
(H) Voting
powers, if any; and,
(I) Any
other relative rights and preferences of shares of such series, including,
withoutlimitation, any restriction on an increase in the number of shares of any
series theretoforeauthorized and any limitation or restriction of rights or
powers to which shares of any future series shall be
subject.
If
specified in the resolution of directors establishing the rights of a series of
Preferred Stock, the holders of such series of Preferred Stock which may,
without limiting the generality of the foregoing, be given the right, voting as
a series by itself or with other series or all other series of Preferred Stock,
to elect one or more directors of the corporation if there shall have been a
default in the payment of dividends on any one or more series of Preferred Stock
or under other circumstances and on such conditions as the directors may
determine.
The
directors may from time to time increase the number of shares of any series of
Preferred Stock already created by providing that any unissued shares of
Preferred Stock shall constitute part of such series or may decrease (but not
below the number of shares thereof then outstanding) the number of shares of any
series of Preferred Stock created providing that any unissued shares previously
assigned to such series shall no longer constitute a part
thereof. The Board is hereby empowered to classify or reclassify any
unissued Preferred Stock by fixing or altering the terms thereof in respect to
the above mentioned particulars and by assigning the same to an existing or
newly created series from time to time before the issuance of such
stock.
ARTICLE
V - CUMULATIVE VOTING
Cumulative voting for the election of directors
shall not be permitted.
ARTICLE
VI - PREEMPTIVE RIGHTS
No
holder of any stock of the Corporation shall be entitled, as a matter of right,
to purchase, subscribe for or otherwise acquire any new or
additional shares of stock of the Corporation of any class, or any
options or warrants to purchase, subscribe for or otherwise acquire any such new
or additional shares, or any shares, bonds, notes, debentures or other
securities convertible into or carrying options or warrants to purchase,
subscribe for or otherwise acquire any such new or additional
shares.
ARTICLE VII - GOVERNING
BOARD
The
governing board of this Corporation shall be known as directors, and the number
of the directors may from time to time be increased or decreased in such manner
as shall be permitted by the bylaws of this Corporation.
ARTICLE
VIII - MAJORITY VOTING
When,
with respect to any action to be taken by shareholders of this Corporation, the
Colorado Business Corporation Act requires the vote or concurrence of the
holders of a two-thirds of the outstanding shares of the shares entitled to vote
thereon, or of any class or series, such action may be taken, notwithstanding
the Colorado Business Corporation Act, by the vote or concurrence of the
majority of such shares or class or series thereof.
ARTICLE
IX - INDEMNIFICATION OF DIRECTORS
OFFICERS,
EMPLOYEES, FIDUCIARIES AND AGENTS
To
the fullest extent provided by applicable state law, including, but
not limited to, the Colorado Business Corporation Act, each director,
officer, employee, fiduciary or agent of the Corporation (and his
heirs, executors and administrators) shall be indemnified by the Corporation
against expenses reasonably incurred by or imposed upon him in connection with
or arising out of any action, suit or proceeding in which he may be involved or
to which he may be made a party by reason of his being or having been a
director, officer, employee, fiduciary or agent of the Corporation, or at its
request of any other corporation of which it is a shareholder or
creditor and from which he is not entitled to
be indemnified (whether or not he continues to
be a director, officer, employee, fiduciary or agent at the time of imposing or
incurring such expenses). The foregoing right of indemnification
shall not be exclusive of other rights to which he may be entitled under
applicable state law.
ARTICLE
X - LIMITATIONS OF LIABILITY
A
director of the Corporation shall not be personally liable to
the Corporation or its Shareholders for monetary damages for breach of
fiduciary duty as a director; except that this provision shall not
eliminate or limit the liability of a director to the Corporation or its
Shareholders for monetary damages otherwise existing for (i) any breach of
the director's duty of loyalty to the Corporation or its Shareholders; (ii)
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) acts specified in Section 7-108-403 of
the Colorado Business Corporation Act; or (iv) any transaction from which
the director directly or indirectly derived any improper personal
benefit. If the Colorado Business Corporation Act is
hereafter amended to eliminate or limit further the liability of a
director, then, in addition to the elimination and limitation of
liability provided by the preceding sentence, the liability of each
director shall be eliminated or limited to the fullest extent permitted by the
Colorado Business Corporation Act as so amended. Any repeal or
modification of this Article X by the Shareholders of the Corporation shall
not adversely affect any right or protection of a director of the
Corporation under this Article X, as in effect immediately prior to the
repeal or modification, with respect to any liability that would have
accrued, but for this Article X, prior to the repeal
or modification.
Appendix
B
AMENDED
AND RESTATED BYLAWS
OF
SANGUI
BIOTECH INTERNATIONAL, INC.
ADOPTED
SEPTEMBER 5, 2008
INDEX TO
RESTATED BYLAWS
OF
SANGUI
BIOTECH INTERNATIONAL, INC.
|
ARTICLE I –
OFFICES
|
..........................................................................................................................................
|
1
|
|
Section
1.01 Business Offices
|
..........................................................................................................................................
|
1
|
|
Section
1.02 Registered Office
|
..........................................................................................................................................
|
1
|
|
|
|
|
|
ARTICLE II –
STOCKHOLDERS
|
..........................................................................................................................................
|
1
|
|
Section
2.01 Annual Meeting
|
..........................................................................................................................................
|
1
|
|
Section
2.02 Special Meetings
|
..........................................................................................................................................
|
1
|
|
Section
2.03 Place of Meeting
|
..........................................................................................................................................
|
1
|
|
Section
2.04 Notice of Meetings
|
..........................................................................................................................................
|
1
|
|
Section
2.05 Fixing Date for Determination of Stockholders
of Record
|
..........................................................................................................................................
|
2
|
|
Section
2.06 Voting List
|
..........................................................................................................................................
|
2
|
|
Section
2.07 Proxies
|
..........................................................................................................................................
|
2
|
|
Section
2.08 Quorum and Manner of Acting
|
..........................................................................................................................................
|
2
|
|
Section
2.09 Voting of Shares
|
..........................................................................................................................................
|
3
|
|
Section
2.10 Voting of Shares by Certain Holders
|
..........................................................................................................................................
|
3
|
|
|
|
|
|
ARTICLE III -
BOARD OF DIRECTORS
|
..........................................................................................................................................
|
3
|
|
Section
3.01 General Powers
|
..........................................................................................................................................
|
3
|
|
Section
3.02 Number, Tenure and Qualifications
|
..........................................................................................................................................
|
3
|
|
Section
3.03 Resignation
|
..........................................................................................................................................
|
4
|
|
Section
3.04 Removal
|
..........................................................................................................................................
|
4
|
|
Section
3.05 Vacancies
|
..........................................................................................................................................
|
4
|
|
Section
3.06 Regular Meetings
|
..........................................................................................................................................
|
4
|
|
Section
3.07 Special Meetings
|
..........................................................................................................................................
|
4
|
|
Section
3.08 Meetings by Telephone
|
..........................................................................................................................................
|
5
|
|
Section
3.09 Notice of Meetings
|
..........................................................................................................................................
|
5
|
|
Section
3.10 Quorum and Manner of Acting
|
..........................................................................................................................................
|
5
|
|
Section
3.11 Interested Directors
|
..........................................................................................................................................
|
5
|
|
Section
3.12 Action Without a Meeting
|
..........................................................................................................................................
|
6
|
|
Section
3.13 Scientific Advisory Board
|
..........................................................................................................................................
|
6
|
|
Section
3.14 Executive and Other Committees
|
..........................................................................................................................................
|
6
|
|
Section
3.15 Compensation
|
..........................................................................................................................................
|
6
|
|
|
|
|
|
ARTICLE
IV – OFFICERS
|
..........................................................................................................................................
|
7
|
|
Section
4.01 Number and Qualifications
|
..........................................................................................................................................
|
7
|
|
Section
4.02 Election and Term of Office
|
..........................................................................................................................................
|
7
|
|
Section
4.03 Compensation
|
..........................................................................................................................................
|
7
|
|
Section
4.04 Resignation
|
..........................................................................................................................................
|
7
|
|
Section
4.05 Removal
|
..........................................................................................................................................
|
7
|
|
Section
4.06 Vacancies
|
..........................................................................................................................................
|
7
|
|
Section
4.07 Authority and Duties
|
..........................................................................................................................................
|
7
|
|
|
|
|
|
ARTICLE V –
STOCK
|
..........................................................................................................................................
|
9
|
|
Section
5.01 Issuance of Shares
|
..........................................................................................................................................
|
9
|
|
Section
5.02 Stock Certificates
|
..........................................................................................................................................
|
9
|
|
Section
5.03 Payment for Shares
|
..........................................................................................................................................
|
9
|
|
Section
5.04 Lost Certificates
|
..........................................................................................................................................
|
10
|
|
Section
5.05 Transfer of Shares
|
..........................................................................................................................................
|
10
|
|
Section
5.06 Registered Holders
|
..........................................................................................................................................
|
10
|
|
Section
5.07 Transfer Agents, Registrars and Paying Agents
|
..........................................................................................................................................
|
10
|
|
|
|
|
|
ARTICLE VI –
INDEMNIFICATION
|
..........................................................................................................................................
|
11
|
|
Section
6.01 Definitions
|
..........................................................................................................................................
|
11
|
|
Section
6.02 Right to Indemnification
|
..........................................................................................................................................
|
11
|
|
Section
6.03 Successful on the Merits
|
..........................................................................................................................................
|
12
|
|
Section
6.04 Advancement of Expenses
|
..........................................................................................................................................
|
12
|
|
Section
6.05 Proceedings by a Party
|
..........................................................................................................................................
|
12
|
|
Section
6.06 Subrogation
|
..........................................................................................................................................
|
12
|
|
Section
6.07 Other Payments
|
..........................................................................................................................................
|
12
|
|
Section
6.08 Insurance
|
..........................................................................................................................................
|
13
|
|
Section
6.09 Other Rights and Remedies
|
..........................................................................................................................................
|
13
|
|
Section
6.10 Applicability; Effect
|
..........................................................................................................................................
|
13
|
|
Section
6.11 Severability
|
..........................................................................................................................................
|
13
|
|
|
|
|
|
ARTICLE VII –
MISCELLANEOUS
|
..........................................................................................................................................
|
13
|
|
Section
7.01 Waivers of Notice
|
..........................................................................................................................................
|
13
|
|
Section
7.02 Presumption of Assent
|
..........................................................................................................................................
|
13
|
|
Section
7.03 Voting of Securities by the Corporation
|
..........................................................................................................................................
|
14
|
|
Section
7.04 Loans to Employees and Officers; Guaranty of
Obligations of Employees and Officers
|
..........................................................................................................................................
|
14
|
|
Section
7.05 Seal
|
..........................................................................................................................................
|
14
|
|
Section
7.06 Fiscal Year
|
..........................................................................................................................................
|
14
|
|
Section
7.07 Amendments
|
..........................................................................................................................................
|
14
|
|
|
|
|
|
Certificate of
Secretary
|
..........................................................................................................................................
|
15
|
AMENDED
AND RESTATED BYLAWS
OF
SANGUI
BIOTECH INTERNATIONAL, INC.
ARTICLE
I
OFFICES
Section 1.01 Business
Offices
. The corporation may have such offices, either within
or outside Colorado, as the board of directors may from time to time determine
or as the business of the corporation may require.
Section 1.02 Registered
Office
. The registered office of the corporation required by
the Colorado General Corporation Law is to be maintained in Colorado, unless
changed as provided by law.
ARTICLE
II
STOCKHOLDERS
Section
2.01 Annual Meeting
. An annual meeting of the
stockholders shall be held on such date and at such time as the board of
directors shall fix in the notice of meeting for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the election of directors shall not be held on the day
designated herein for any annual meeting of the stockholders, or at any
adjournment thereof, the board of directors shall cause the election to be held
at a meeting of the stockholders as soon thereafter as conveniently may
be. Failure to hold an annual meeting as required by these bylaws
shall not invalidate any action taken by the board of directors or officers of
the corporation.
Section
2.02 Special Meetings
. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the Chief Executive Officer, the Secretary, or by the
board of directors and shall be called by the Chief Executive Officer or the
Secretary at the request of the holders of not less than ten percent (10%) of
all the outstanding shares of the corporation.
Section
2.03 Place of Meeting
. Each meeting of the
stockholders shall be held at such place, either within or outside Colorado, as
may be designated in the notice of meeting, or, if no place is designated in the
notice, at the principal office of the corporation.
Section
2.04 Notice of Meetings
. Except as otherwise
required by law written notice of each meeting of the stockholders stating the
place, day and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given, either
personally (including delivery by private courier) or by first class, certified
or registered mail, to each stockholder of record entitled to notice of such
meeting, not less than ten (10) nor more than sixty (60) days before the date of
the meeting. Such notice shall be deemed to be given, if personally delivered,
when delivered to the stockholder, and, if mailed, when deposited in the United
States mail, if the stockholder is a resident of the United States, or of
Germany, if the stockholder is not a resident of the United States, postage
prepaid, directed to the stockholder at his address as it appears on the records
of the corporation.
However,
if notice of two consecutive annual meetings and all notices of meetings of or
the taking of action by written consent without a meeting to any stockholder
during the period between such two consecutive annual meetings have been mailed
addressed to such person at his address as shown on the records of the
corporation and have been returned undeliverable, the giving of such notice to
such person shall not be required until another address for such person is
delivered to the corporation. When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any
business that might have been transacted at the original meeting. If
the adjournment is for more than thirty (30) days, or if after the adjournment a
new record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting in accordance with the foregoing provisions of this Section
2.04.
Section
2.05 Fixing Date for Determination of Stockholders of
Record
. For the purpose of determining stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for any other lawful action, the
board of directors may fix, in advance, a date as the record date for any such
determination of stockholders, which date shall be not more than sixty (60) nor
less than ten (10) days before the date of such meeting, and not more than sixty
(60) days prior to any other action. A determination of stockholders
of record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned
meeting. Notwithstanding the foregoing provisions of this Section
2.05, the record date for determining stockholders entitled to take, or receive
notice of, corporate action in writing without a meeting as provided in Section
2.11 shall be determined as provided in such Section.
Section
2.06 Voting List
. The officer who has charge of the
stock books of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
Section
2.07 Proxies
. Each stockholder entitled to vote at
a meeting of stockholders or to express consent or dissent to corporate action
in writing without a meeting may authorize another person or persons to act for
him by proxy, but no such proxy shall be voted or acted upon after three years
from its date, unless the proxy provides for a longer period.
Section
2.08 Quorum and Manner of Acting
. At all meetings
of stockholders, a majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a
quorum. If a quorum is present, the affirmative vote of a majority of
the shares represented at a meeting and entitled to vote on the subject matter
shall be the act of the stockholders, unless the vote of a greater proportion or
number or voting by classes is otherwise required by law, the articles of
incorporation or these bylaws. In the absence of a quorum, a majority
of the shares so represented may adjourn the meeting from time to time in
accordance with Section 2.04, until a quorum shall be present or
represented.
Section
2.09 Voting of Shares
. Unless otherwise provided in
the articles of incorporation and subject to the provisions of Section 2.05,
each stockholder entitled to vote shall have one vote for each outstanding share
of capital stock held of record by such stockholder on each matter submitted to
a vote of the stockholders either at a meeting thereof or pursuant to Section
2.11. In the election of directors each record holder of stock
entitled to vote at such election shall have the right to vote the number of
shares owned by him for as many persons as there are directors to be elected,
and for whose election he has the right to vote. Cumulative voting
shall not be allowed. If a separate vote by a class or classes is
required, a majority of the outstanding shares of such class or classes, present
in person or represented by proxy, shall constitute a quorum entitled to take
action with respect to that vote on that matter and the affirmative vote of the
majority of shares of such class or classes present in person or represented by
proxy at the meeting shall be the act of such class.
Section
2.10 Voting of Shares by Certain Holders
.
(a)
Fiduciaries; Pledgors. Persons holding stock in a fiduciary capacity
shall be entitled to vote the shares so held. Persons whose stock is
pledged shall be entitled to vote, unless in the transfer by the pledgor on the
books of the corporation he has expressly empowered the pledgee to vote thereon,
in which case only the pledge or his proxy may represent such shares and vote
thereon.
(b) Joint
Owners. If shares stand of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the secretary of the corporation
is given written notice to the contrary and is furnished with a copy of the
instrument or order appointing them or creating the relationship wherein it is
so provided, their acts with respect to voting shall have the following effects:
(i) if only one votes, his act binds all; (ii) if more than one votes, the act
of the majority so voting binds all; and (iii) if more than one votes, but the
vote is evenly split on any particular matter, each faction may vote the shares
in question proportionally, or any person voting the shares, or a beneficiary,
if any, may apply to any court having jurisdiction to appoint an additional
person to act with the persons so voting the shares, in which case the shares
shall then be voted as determined by a majority of such persons. If the
secretary of the corporation is given notice and is furnished a copy of the
instrument or order creating a tenancy held in unequal interests, a majority or
even split for the purpose of subparagraph (iii) shall be a majority or even
split in interest.
ARTICLE
III
BOARD OF
DIRECTORS
Section 3.01 General
Powers
. The business and affairs of the corporation shall be
managed by or under the direction of its board of directors, except as otherwise
provided in the Colorado General Corporation Law or the articles of
incorporation.
Section 3.02 Number, Tenure
and Qualifications
. The number of directors of the corporation
shall be as fixed from time to time by resolution of the board of
directors. Except as otherwise provided in Sections 2.01 and 3.05,
directors shall be elected at each annual meeting of stockholders, by a
plurality of the votes present in person or represented by proxy at the meeting
and entitled to vote at the election of directors. Each director
shall hold office until his successor shall have been elected and qualified or
until his earlier death, resignation or removal. Directors need not
be residents of Colorado or stockholders of the corporation. Any
reduction in the authorized number of directors shall not have the effect of
shortening the term of any incumbent director unless such director is also
removed from office in accordance with Section 3.04.
Section
3.03 Resignation
. Any director may resign at any
time by giving written notice to the corporation. A director's
resignation shall take effect at the time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section
3.04 Removal
. Any director or the entire board of
directors may be removed, with or without cause, by the holders of a majority of
the shares then entitled to vote at an election of directors; except that if the
holders of shares of any class or series are entitled to elect one or more
directors by the provisions of the articles of incorporation, the provisions of
this Section shall apply, with respect to the removal without cause of a
director or directors so elected, to the vote of the holders of the outstanding
shares of that class or series and not to the vote of the outstanding shares as
a whole.
Section
3.05 Vacancies
. Any director may resign at
any time by giving written notice to the president or to the secretary of the
corporation. Such resignation shall take effect at the time the
notice is received by the corporation unless the notice specifies a later
effective date; and, unless otherwise specified therein the acceptance of such
resignation shall not be necessary to make it effective. Any vacancy
occurring in the board of directors may be filled by the stockholders or by the
affirmative vote of a majority of the remaining directors, though less than a
quorum. If elected by the directors, the director shall hold office
until the next annual stockholders’ meeting at which directors are
elected. If elected by the stockholders, the director shall hold
office for the unexpired term of his predecessor in office except that if the
director’s predecessor was elected by the directors to fill a vacancy, the
director elected by the stockholders shall hold office for the unexpired term of
the last predecessor elected by the stockholders.
Section
3.06 Regular Meetings
. A regular meeting of the
board of directors shall be held immediately after and at the same place as the
annual meeting of stockholders, or as soon thereafter as conveniently may be, at
the time and place, either within or without Colorado, determined by the board,
for the purpose of electing officers and for the transaction of such other
business as may come before the meeting. Failure to hold such a
meeting, however, shall not invalidate any action taken by any officer then or
thereafter in office. The board of directors may provide by
resolution the time and place, either within or outside Colorado, for the
holding of additional regular meetings without other notice than such
resolution.
Section
3.07 Special Meetings
. Special meetings of the
board of directors may be called by or at the request of the chief executive
officer or any director. The person authorized to call special
meetings of the board of directors may fix any convenient place, either within
or outside Colorado, as the place for holding any special meeting of the board
of directors called by him.
Section
3.08 Meetings by Telephone
. Unless otherwise
restricted by the articles of incorporation, members of the board of directors
or any committee thereof may participate in a meeting of such board or committee
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting in such manner shall constitute presence in person at
the meeting.
Section
3.09 Notice of Meetings
. Notice of each meeting of
the board of directors (except those regular meetings for which notice is not
required) stating the place, day and hour of the meeting shall be given to each
director at least five days prior thereto by the mailing of written notice by
first class mail, or at least three days prior thereto by personal delivery
(including delivery by courier) of written notice or by telephone, telegram,
facsimile or other similar form of communication, except that in the case of a
meeting to be held pursuant to Section 3.08 notice may be given by personal
delivery or by facsimile, telegram or telephone 24 hours prior
thereto. The method of notice need not be the same to each
director. If mailed, such notice shall be deemed to be given when
deposited in the United States or German mail, with postage thereon prepaid,
addressed to the director at his business or residence address. If
sent by telegram, facsimile or similar form of communication, such notice shall
be deemed to be given when sent by such method to the director during normal
business hours at the location of the recipient at the last address or facsimile
number of the director furnished by him to the corporation for such
purpose. If communicated by telephone, such notice shall be deemed to
be given when communicated directly to the director or to the person designated
by the director as a person authorized to receive such notice. Neither the
business to be transacted at nor the purpose of any meeting of the board of
directors need be specified in the notice or waiver of notice of such
meeting.
Section
3.10 Quorum and Manner of Acting
. Except as
otherwise may be required by law, the articles of incorporation or these bylaws,
a majority of the number of directors fixed in accordance with these bylaws,
present in person, shall constitute a quorum for the transaction of business at
any meeting of the board of directors, and the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors. If less than a quorum is present at a
meeting, the directors present may adjourn the meeting from time to time without
further notice other than announcement at the meeting, until a quorum shall be
present. No director may vote or act by proxy or power of attorney at
any meeting of the board of directors.
Section
3.11 Interested Directors
. No contract or
transaction between the corporation and one or more of its directors or
officers, or between a corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the board or committee which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
board of directors or the committee, and the board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of
the disinterested directors, even though the disinterested directors be less
than a quorum; the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or the contract or
transactions is fair as to the corporation as of the time it is authorized,
approved or ratified, by the board of directors, a committee or the
stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
of a committee that authorizes the contract or transaction.
Section
3.12 Action Without a Meeting
. Unless otherwise
restricted by the articles of incorporation, any action required or permitted to
be taken at any meeting of the board of directors or any committee thereof may
be taken without a meeting, without prior notice and without a vote, if all
members of the board or committee consent thereto in writing and the writing or
writings are filed with the minutes of the proceedings of the board or
committee.
Section 3.13 Scientific
Advisory Board
. The board of directors, by resolution duly adopted, may
designate a Scientific Advisory Board consisting of qualified persons. The
Scientific Advisory Board shall consider the status of the scientific,
development and registration projects of the corporation, the state of the
relevant academic and industry discourse as well as market developments, and
identify current and future opportunities to promote the success of the
corporation, or act as otherwise directed from time to time by the board of
directors.
The chairperson of the Scientific
Advisory Board shall from time to time be invited to attend the meetings of the
board of directors in order to report about the status of projects and
developments within or without the corporation and to submit suggestions and
recommendations regarding such scientific, development and registration
activities of the corporation.
Section 3.14 Executive and
Other Committees
. The board of directors, by resolution
adopted by a majority of the whole board, may designate one or more committees,
each committee to consist of one or more of the directors of the corporation, or
of such other persons as determined in the sole discretion of the board, with
whom due to their qualification, reputation, professional experience or any such
other relevant skill set is deemed suited to be an advantage to the
corporation. The board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or disqualified
member. The delegation of authority to any committee shall not
operate to relieve the board of directors or any member of the board form any
responsibility imposed by law. Subject to the foregoing, the board of
directors may provide such powers, limitations and procedures for such
committees as the board deems advisable. To the extent the board of
directors does not establish other procedures, each committee shall be governed
by the procedures set forth in Sections 3.06 (except as they relate to an annual
meeting), 3.07 through 3.11 and 7.01 and 7.02 as if the committee were the board
of directors. Each committee shall keep regular minutes of its
meetings, which shall be reported to the board of directors when required and
submitted to the secretary of the corporation for inclusion in the corporate
records.
Section 3.15
Compensation
. Unless otherwise restricted by the articles of
incorporation, the board of directors shall have the authority to fix the
compensation of directors or other committee members. The directors may be paid
their expenses, if any, of attendance at each meeting of the board of directors
and each meeting of any committee of the board of which he is a member and may
be paid a fixed sum for attendance at each such meeting or a stated salary or
both a fixed sum and a stated salary. No such payment shall preclude
any director from serving the corporation in any other capacity and receiving
compensation therefor.
ARTICLE
IV
OFFICERS
Section
4.01 Number and Qualifications
. The officers of the
corporation may consist of a chairman of the board, a chief executive officer, a
chief operating officer, a secretary and such other officers, including a
president, one or more vice-presidents, a treasurer and a controller, as may
from time to time be elected or appointed by the board. In addition,
the board of directors or the chief executive officer may elect or appoint such
assistant and other subordinate officers including assistant vice-presidents,
assistant secretaries and assistant treasurers, as it or he shall deem necessary
or appropriate. Any number of offices may be held by the same
person.
Section
4.02 Election and Term of Office
. Except as
provided in Sections 4.01 and 4.06, the officers of the corporation shall be
elected by the board of directors annually at the first meeting of the board
held after each annual meeting of the stockholders as provided in Section
3.06. If the election of officers shall not be held as provided
herein, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have
been duly elected and shall have qualified or until his earlier death,
resignation or removal.
Section
4.03 Compensation
. Officers shall receive such
compensation for their services as may be authorized or ratified by the board of
directors and no officer shall be prevented from receiving compensation by
reason of the fact that he is also a director of the corporation. Election or
appointment as an officer shall not of itself create a contract or other right
to compensation for services performed by such officer.
Section
4.04 Resignation
. Any officer may resign at any
time, subject to any rights or obligations under any existing contracts between
the officer and the corporation, by giving written notice to the
corporation. An officer's resignation shall take effect at the time
stated therein; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section
4.05 Removal
. Any officer may be removed at any
time by the board of directors, or, in the case of assistant and other
subordinate officers, by the chief executive officer (whether or not such
officer was appointed by the chief executive officer), whenever in its or his
judgment, as the case may be, the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
shall not in itself create contract rights.
Section
4.06 Vacancies
. A vacancy occurring in any office
by death, resignation, removal or otherwise may be filled by the board of
directors, or, if such office may be filled by the chief executive officer as
provided in Section 4.01, by the chief executive officer, for the unexpired
portion of the term.
Section
4.07 Authority and Duties
. The officers of the
corporation shall have the authority and shall exercise the powers and perform
the duties specified below, and as may be additionally specified by the chief
executive officer, the board of directors or these bylaws (and in all cases
where the duties of any officer are not prescribed by the bylaws or the board of
directors, such officer shall follow the orders and instructions of the chief
executive officer), except that in any event each officer shall exercise such
powers and perform such duties as may be required by law:
(a) Chairman
of the Board. The chairman of the board, who shall be elected from among the
directors, shall preside at all meetings of the stockholders and directors of
the corporation and shall have and may exercise all such powers and perform such
other duties as may be assigned to him from time to time by the board of
directors.
(b) Chief
Executive Officer. The chief executive officer shall, subject to the
direction and supervision of the board of directors, (i) have general and active
control of its affairs and business and general supervision of its officers,
agents and employees; (ii) in the absence of the chairman of the board, preside
at all meetings of the stockholders and the board of directors; (iii) see that
all orders and resolutions of the board of directors are carried into effect;
and (iv) perform all other duties incident to the office of Chief Executive
Officer and as from time to time may be assigned to him by the board of
directors.
(c) Chief
Operating Officer. The chief operating officer shall, subject to the
direction and supervision of the board of directors, (i) be the chief operating
officer of the corporation and have general and active control of its affairs
and business and general supervision of its officers, agents and employees; (ii)
unless there is a chairman of the board or chief executive officer, preside at
all meetings of the stockholders and the board of directors; (iii) see that all
orders and resolutions of the board of directors are carried into effect; and
(iv) perform all other duties incident to the office of chief operating officer
and as from time to time may be assigned to him by the board of
directors.
(d) Treasurer.
The treasurer shall: (i) be the principal financial officer of the corporation
and have the care and custody of all its funds, securities, evidences of
indebtedness and other personal property and deposit the same in accordance with
the instructions of the board of directors; (ii) receive and give receipts and
acquittances for moneys paid in on account of the corporation, and pay out of
the funds on hand all bills, payrolls and other just debts of the corporation of
whatever nature upon maturity; (iii) unless there is a controller, be the
principal accounting officer of the corporation and as such prescribe and
maintain the methods and systems of accounting to be followed, keep complete
books and records of account, prepare and file all local, state and federal tax
returns, prescribe and maintain an adequate system of internal audit and prepare
and furnish to the chief executive officer and the board of directors statements
of account showing the financial position of the corporation and the results of
its operations; (iv) upon request of the board, make such reports to it as may
be required at any time; and (v) perform all other duties incident to the office
of treasurer and such other duties as from time to time may be assigned to him
by the board of directors or the chief executive officer. Assistant treasurers,
if any, shall have the same powers and duties, subject to the supervision by the
treasurer.
(e) Vice-Presidents.
The vice-president, if any (or, if there is more than one, then each
vice-president), shall assist the president and chief executive officer and
shall perform such duties as may be assigned to him by the president or chief
executive officer or by the board of directors.
(f) Secretary.
The secretary shall: (i) prepare and maintain the minutes of the proceedings of
the stockholders, the board of directors and any committees of the board; (ii)
see that all notices are duly given in accordance with the provisions of these
bylaws or as required by law; (iii) be custodian of the corporate records and of
the seal of the corporation; (iv) keep at the corporation's registered office or
principal place of business within or outside Colorado a record containing the
names and addresses of all stockholders and the number and class of shares held
by each, unless such a record shall be kept at the office of the corporation's
transfer agent or registrar; (v) have general charge of the stock books of the
corporation, unless the corporation has a transfer agent; (vi) authenticate
records of the corporation; and (vii) in general, perform all duties incident to
the office of secretary and such other duties as from time to time may be
assigned to him by the chief executive officer or by the board of directors.
Assistant secretaries, if any, shall have the same duties and powers, subject to
supervision by the secretary.
ARTICLE
V
STOCK
Section
5.01 Issuance of Shares
. The issuance or sale by
the corporation of any shares of its authorized capital stock of any class,
including treasury shares, shall be made only upon authorization by the board of
directors, except as otherwise may be provided by law. Every issuance
of shares shall be recorded on the books of the corporation maintained for such
purpose by or on behalf of the corporation.
Section
5.02 Stock Certificates
. The shares of stock of the
corporation shall be represented by certificates. Each certificate
shall be signed by or in the name of the corporation by the chairman or the
chief executive officer, and by the treasurer or the secretary of the
corporation, representing the number of shares owned by him in the
corporation. Any of or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
Certificates of stock shall be in such form consistent with law as shall be
prescribed by the board of directors.
Section
5.03 Payment for Shares
. Shares shall be issued for
such consideration (but not less than the par value thereof) as shall be
determined from time to time by the board of directors. Treasury
shares shall be disposed of for such consideration as may be determined from
time to time by the board. Such consideration shall be paid in such
form and in such manner as the directors shall determine. In the
absence of actual fraud in the transaction, the judgment of the directors as to
the value of such consideration shall be conclusive. The capital
stock issued by the corporation shall be deemed to be fully paid and
non-assessable stock if: (a) the entire amount of the consideration
has been received by the corporation in the form of cash, services rendered,
personal property, real property, leases of real property or a combination
thereof; or (b) not less than the amount of the consideration determined to be
capital pursuant to statute has been received by the corporation in such form
and the corporation has received a binding obligation of the subscriber or
purchaser to pay the balance of the subscription or purchase price; provided,
however, nothing contained herein shall prevent the board of directors from
issuing partly paid shares pursuant to statute.
The
directors may, from time to time, demand payment in respect of each share of
stock not fully paid in the manner prescribed by statute. In
addition, when the whole of the consideration payable for shares of a
corporation has not been paid in, and the assets shall be insufficient to
satisfy the claims of its creditors, each holder of or subscriber for such
shares shall be bound to pay on each share held or subscribed for by him the sum
necessary to complete the amount of the unpaid balance of the consideration for
which such shares were issued or are to be issued by the
corporation. No person becoming an assignee or transferee of shares
or of a subscription for shares in good faith and without knowledge or notice
that the full consideration therefor has not been paid shall be personally
liable for any unpaid portion of such consideration, but the transferor shall
remain liable therefor, and no person holding shares in any corporation as
collateral security shall be personally liable as a stockholder but the person
pledging such shares shall be considered the holder thereof and shall be so
liable. No executor, administrator, guardian, trustee or other fiduciary shall
be personally liable as a stockholder, but the estate or funds held by such
executor, administrator, guardian, trustee or other fiduciary in such fiduciary
capacity shall be liable.
Section 5.04 Lost
Certificates
. In case of the alleged loss, destruction or
mutilation of a certificate of stock the board of directors may direct the
issuance of a new certificate in lieu thereof upon such terms and conditions in
conformity with law as it may prescribe. The board of directors may
in its discretion require a bond in such form and amount and with such surety as
it may determine before issuing a new certificate.
Section
5.05 Transfer of Shares
. Upon presentation and
surrender to the corporation or to a transfer agent of the corporation of a
certificate of stock duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, payment of all transfer taxes,
if any, and the satisfaction of any other requirements of law, including inquiry
into and discharge of any adverse claims of which the corporation has notice,
the corporation or the transfer agent shall issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
on the books maintained for such purpose by or on behalf of the
corporation. No transfer of shares shall be effective until it has
been entered on such books. The corporation or a transfer agent of
the corporation may require a signature guaranty or other reasonable evidence
that any signature is genuine and effective before making any
transfer.
Section
5.06 Registered Holders
. The corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Colorado.
Section
5.07 Transfer Agents, Registrars and Paying
Agents
. The board of directors may at its discretion appoint
one or more transfer agents, registrars and agents for making payment upon any
class of stock, bond, debenture or other security of the
corporation. Such agents and registrars may be located either within
or outside Colorado. They shall have such rights and duties and shall
be entitled to such compensation as may be agreed.
ARTICLE
VI
INDEMNIFICATION
Section
6.01 Definitions
. For purposes of this Article, the
following terms shall have the meanings set forth below:
(a) The
corporation. The term "the corporation" means the corporation and shall include,
in addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this Article with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.
(b) Other
Enterprises. The term "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the participants
and the beneficiaries of an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interests of the corporation" as referred
to in this Article.
Section
6.02 Right to Indemnification
. The corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful. The
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnify for such expenses which the Court of Chancery or such other court
shall deem proper. Any indemnification under this section (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in this section. Such
determination shall be made (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(2) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3) by the
stockholders.
Section
6.03 Successful on the Merits
. To the extent that a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
section 6.02, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
Section
6.04 Advancement of Expenses
. Expenses (including
attorneys' fees) incurred by an officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be paid
by the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in this Article VI.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
Section
6.05 Proceedings by a Party
. The corporation shall
indemnify or advance expenses to a party in connection with any proceeding (or
part thereof) initiated by the party only if such proceeding (or part thereof)
was authorized by the board of directors of the corporation.
Section
6.06 Subrogation
. In the event of any payment under
this Article, the corporation shall be subrogated to the extent of such payment
to all of the rights of recovery of the indemnified party, who shall execute all
papers and do everything that may be necessary to assure such rights of
subrogation to the corporation.
Section
6.07 Other Payments
. The corporation shall not be
liable under this Article to make any payment in connection with any proceeding
against or involving a party to the extent the party has otherwise actually
received payment (under any insurance policy, agreement or otherwise) of the
amounts otherwise indemnifiable hereunder. A party shall repay to the
corporation the amount of any payment the corporation makes to the party under
this Article in connection with any proceeding against or involving the party,
to the extent the party has otherwise actually received payment (under any
insurance policy, agreement or otherwise) of such amount.
Section
6.08 Insurance
. The corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under this
Article.
Section
6.09 Other Rights and Remedies
. The indemnification
and advancement of expenses provided by, or granted pursuant to this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.
Section
6.10 Applicability; Effect
. The indemnification and
advancement of expenses provided by, or granted pursuant to, this section shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
Section
6.11 Severability
. If any provision of this Article
shall be held to be invalid, illegal or unenforceable for any reason whatsoever
(a) the validity, legality and enforceability of the remaining provisions of
this Article (including without limitation, all portions of any Sections of this
Article containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby, and (b) to the fullest extent
possible, the provisions of this Article (including, without limitation, all
portions of any Section of this Article containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent of this
Article that each party covered hereby is entitled to the fullest protection
permitted by law.
ARTICLE
VII
MISCELLANEOUS
Section
7.01 Waivers of Notice
. Whenever notice is required
to be given by law, by the articles of incorporation or by these bylaws, a
written waiver thereof, signed by the person entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting or (in the case of a
stockholder) by proxy shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting was not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting need be specified in any
written waiver of notice unless required by these bylaws to be included in the
notice of such meeting.
Section
7.02 Presumption of Assent
. A director or
stockholder of the corporation who is present at a meeting of the board of
directors or stockholders at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director or
stockholder who voted in favor of such action.
Section
7.03 Voting of Securities by the
Corporation
. Unless otherwise provided by resolution of the
board of directors, on behalf of the corporation the chief executive officer,
the secretary or any vice-president shall attend in person or by substitute
appointed by him, or shall execute written instruments appointing a proxy or
proxies to represent the corporation at, all meetings of the stockholders of any
other corporation, association or other entity in which the corporation holds
any stock or other securities, and may execute written waivers of notice with
respect to any such meetings. At all such meetings and otherwise, the chief
executive officer, the secretary or any vice-president, in person or by
substitute or proxy as aforesaid, may vote the stock or other securities so held
by the corporation and may execute written consents and any other instruments
with respect to such stock or securities and may exercise any and all rights and
powers incident to the ownership of said stock or securities, subject, however,
to the instructions, if any, of the board of directors.
Section
7.04 Loans to Employees and Officers; Guaranty of Obligations of
Employees and Officers
. The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or other employee
of the corporation or of its subsidiary, including any officer or employee who
is director of the corporation or its subsidiary, whenever, in the judgment of
the directors, such loan, guaranty or assistance may reasonably be expected to
benefit the corporation. The loan, guaranty or other assistance may
be with or without interest, and may be unsecured, or secured in such manner as
the board of directors shall approve, including, without limitation, a pledge of
shares of stock of the corporation. Nothing contained in this section
shall be deemed to deny, limit or restrict the powers of guaranty or warranty of
any corporation at common law or under any statute.
Section
7.05 Seal
. The corporate seal of the corporation
shall be in such form as adopted by the board of directors, and any officer of
the corporation may, when and as required, affix or impress the seal, or a
facsimile thereof, to or on any instrument or document of the
corporation.
Section
7.06 Fiscal Year
. The fiscal year of the
corporation shall be as established by the board of directors.
Section
7.07 Amendments
. These bylaws may be amended or
repealed and new bylaws adopted by the board of directors or by the stockholders
entitled to vote.
CERTIFICATE
OF SECRETARY
The undersigned does hereby certify
that he is the secretary of Sangui BioTech International, Inc., a corporation
duly organized and existing under and by virtue of the laws of the state of
Colorado; that the above and foregoing bylaws of said corporation were duly and
regularly adopted as such by the board of directors of said corporation by
unanimous consent dated effective September 5, 2008, and that the above and
foregoing bylaws are now in full force and effect and supersede and replace any
prior bylaws of the corporation.
DATED
effective this 5th day of September, 2008.
-----------------------------------------
Joachim
Fleing, Secretary
Appendix C
SANGUI
BIOTECH INTERNATIONAL, INC.
AMENDED
AND RESTATED
LONG-TERM
INCENTIVE PLAN
Sangui Biotech International, Inc., a Colorado corporation (the “Company”),
hereby adopts this Amended and Restated Long-Term Incentive Plan (the
“Plan”).
1.
Purposes of the
Plan
. The Board has adopted this Plan with the intent, and
directs that it be administered as necessary, to attract and retain the best
available personnel for positions of substantial responsibility; provide
additional incentive to Employees, Directors and Consultants; and promote the
success of the Company’s business. Options granted under the Plan may be
Incentive Stock Options or Nonstatutory Stock Options, as determined by the
Administrator at the time of grant. Stock Purchase Rights and
Restricted Stock Units may also be granted under the Plan.
2.
Definitions
. As
used herein, the following definitions shall apply:
(a) “
Administrator
” means the
Board or any of its Committees as shall be administering the Plan in accordance
with Section 4 of the Plan.
(b) “
Applicable Laws
” means the
requirements relating to the administration of stock option plans under the
corporate laws of the State of Colorado, federal and state securities laws, the
Code, the regulations and policies of any stock exchange or quotation system on
which the Common Stock is listed or quoted, and the Applicable Laws of any
foreign country or jurisdiction where Options, Stock Purchase Rights, or
Restricted Stock Units are or will be granted under the Plan.
(c) “
Board
” means the Board of
Directors of the Company.
(d) “
Code
” means the Internal
Revenue Code of 1986, as amended.
(e) “
Committee
” means a committee
of Directors appointed by the Board in accordance with Section 4 of the
Plan.
(f) “
Common Stock
” means the
common stock of the Company.
(g) “
Company
” means Sangui Biotech
International, Inc., a Colorado corporation.
(h) “
Consultant
” means any person,
including an advisor, engaged by the Company or a Parent or Subsidiary to render
services to such entity, including, at the discretion of the Administrator, an
entity that is not a natural person.
(i) “
Director
” means a member of
the Board.
(j) “
Disability
” means total and
permanent disability as defined in Section 22(e)(3) of the Code.
(k) “
Employee
” means any person,
including Officers and Directors, employed by the Company or any Parent or
Subsidiary of the Company. A Service Provider shall not cease to be
an Employee in the case of (i) any leave of absence approved by the
Company(or the Parent or Subsidiary that employees the Employee) or
(ii) transfers between locations of the Company or between the Company, its
Parent, any Subsidiary, or any successor. For purposes of Incentive
Stock Options, no such leave may exceed 90 days, unless reemployment upon
expiration of such leave is guaranteed by statute or contract. If
reemployment upon expiration of a leave of absence approved by the Company is
not so guaranteed, then three months following the 91st day of such leave, any
Incentive Stock Option held by the Optionee shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory
Stock Option. Neither service as a Director nor payment of a
Director’s fee by the Company shall be sufficient to constitute “employment” by
the Company.
(l) “
Exchange Act
” means the
Securities Exchange Act of 1934, as amended.
(m) “
Fair Market Value
” means, as
of any date, the value of Common Stock determined as follows:
(i) if
the Common Stock is listed on any established stock exchange or a national
market system, including the Nasdaq National Market or the Nasdaq SmallCap
Market of the Nasdaq Stock Market, its Fair Market Value shall be the closing
sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or system on the day of determination, as reported by
Nasdaq,
The Wall Street
Journal
, or such other source as the Administrator deems
reliable;
(ii) if
the Common Stock is regularly quoted in an inter-dealer quotation medium, but
selling prices are not reported, the Fair Market Value of a Share of Common
Stock shall be the mean between the high bid and low asked prices for the Common
Stock on the day of determination, as reported by such inter-dealer quotation
medium,
The Wall Street
Journal
, or such other source as the Administrator deems reliable;
or
(iii) in
the absence of an established market for the Common Stock, the Fair Market Value
shall be determined in good faith by the Administrator.
(n) “
Incentive Stock Option
” means
an Option intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated thereunder.
(o) “
Inside Director
” means a
Director who is an Employee.
(p) “
Nonstatutory Stock Option
”
means an Option not intended to qualify as an Incentive Stock
Option.
(q) “
Notice of Grant
” means a
written or electronic notice evidencing certain terms and conditions of an
individual Option, Stock Purchase Right, or Restricted Stock Unit
grant. The Notice of Grant is part of, and subject to the terms of,
the Option Agreement or the Restricted Stock Units Agreement as
applicable.
(r) “
Officer
” means a person who
is an executive officer of the Company within the meaning of Section 16 of the
Exchange Act and the rules and regulations promulgated thereunder.
(s) “
Option
” means a stock option
granted pursuant to the Plan.
(t) “
Option Agreement
” means an
agreement between the Company and an Optionee evidencing the terms and
conditions of an individual Option grant. The Option Agreement is
subject to the terms and conditions of the Plan.
(u) “
Option Exchange Program
”
means a program whereby outstanding Options are surrendered in exchange for
Options with a lower exercise price.
(v) “
Optioned Stock
” means the
Common Stock subject to an Option or Stock Purchase Right.
(w) “
Optionee
” means the holder of
an outstanding Option or Stock Purchase Right granted under the
Plan.
(x) “
Outside Director
” means a
Director who meets the definition of both a “Non-Employee Director” (as defined
in Rule 16b-3 of the Exchange Act) and “Outside Director” (as defined in Section
162(m) of the Code).
(y) “
Parent
” means a “parent
corporation,” whether now or hereafter existing, as defined in Section 424(e) of
the Code.
(z) “
Participant
” means a Service
Provider to whom the Company has granted a Restricted Stock Unit pursuant to
Section 17 of the Plan.
(aa) “
Plan
” means this Amended and
Restated Long-Term Incentive Plan, as the same may be amended and restated from
time to time.
(bb) “
Restricted Stock
” means
Shares of Common Stock acquired pursuant to a grant of Stock Purchase Rights
under Section 11 of the Plan.
(cc) “
Restricted Stock Purchase
Agreement
” means a written agreement between the Company and the Optionee
evidencing the terms and restrictions applying to stock purchased under a Stock
Purchase Right. The Restricted Stock Purchase Agreement is subject to
the terms and conditions of the Plan and the Notice of Grant.
(dd) “
Restricted Stock Unit
” means
a bookkeeping entry representing a right granted to a Participant pursuant to
Section 12 of the Plan to receive a share of Common Stock on a date determined
in accordance with Section 12 of the Plan and the Participant’s Restricted Stock
Units Agreement.
(ee) “
Restricted Stock Units
Agreement
” means a written agreement between the Company and a
Participant who is granted Restricted Stock Units under the Plan that contains
the terms, conditions and restrictions pertaining to the grant of the Restricted
Stock Units.
(ff) “
Rule 16b-3
” means Rule 16b-3
of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion
is being exercised with respect to the Plan.
(gg) “
Section 16(b)
” means Section
16(b) of the Exchange Act.
(hh) “
Service Provider
” means an
Employee, Director or Consultant.
(ii) “
Share
” means a share of
Common Stock, as adjusted in accordance with Section 16 of the
Plan.
(jj) “
Stock Purchase Right
” means
the right to purchase Common Stock pursuant to Section 11 of the Plan, as
evidenced by a Notice of Grant.
(kk) “
Subsidiary
” means a
“subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code.
3.
Stock Subject to the
Plan
. Subject to the provisions of Section 16 of the Plan, the
maximum aggregate number of Shares on which Options may be granted and which may
be sold on the exercise of such Options and under Restricted Stock Purchase
Agreements under the Plan is 10,000,000 Shares. The Shares may be
authorized, but unissued, or reacquired Common Stock. If an Option or
Stock Purchase Right expires or becomes unexercisable without having been
exercised in full or is surrendered pursuant to an Option Exchange Program, or
if Restricted Stock Units are forfeited, the unpurchased or unissued Shares that
were subject thereto shall become available for future grant or sale under the
Plan (unless the Plan has terminated);
provided
,
however
, that Shares that
have actually been issued under the Plan, whether upon exercise of an Option or
Right, or upon the vesting of Restricted Stock Units, shall not be returned to
the Plan and shall not become available for future distribution under the Plan,
except that if Shares of Restricted Stock are repurchased by the Company at
their original purchase price, such Shares shall become available for future
grant under the Plan.
4.
Administration of the
Plan
.
(a) Procedure.
(i) The
Board may designate different Committees to administer the Plan with respect to
different groups of Service Providers.
(ii) To
the extent that the Administrator determines it to be desirable to qualify
Options granted hereunder as “performance-based compensation” within the meaning
of Section 162(m) of the Code, the Plan shall be administered by a Committee of
two or more “Outside Directors” within the meaning of Section 162(m) of the
Code.
(iii) To
the extent desirable to qualify transactions hereunder as exempt under Rule
16b-3, the transactions contemplated hereunder shall be structured to satisfy
the requirements for exemption under Rule 16b-3.
(iv) Other
than as provided above, the Plan shall be administered by the Board or a
Committee, which Committee shall be constituted to satisfy Applicable
Laws.
(b) Powers
of the Administrator. Subject to the provisions of the Plan, and in
the case of a Committee, subject to the specific duties delegated by the Board
to such Committee, the Administrator shall have the authority, in its
discretion:
(i) to
determine the Fair Market Value pursuant to Section 2(m)(iii) of the
Plan;
(ii) to
select the Service Providers to whom Options, Stock Purchase Rights, and
Restricted Stock Units may be granted hereunder;
(iii) to
determine the number of Stock Purchase Rights and Shares of Common Stock to be
covered by each Option or Stock Purchase Right granted hereunder;
(iv) to
approve forms of agreement for use under the Plan;
(v) to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any Option, Stock Purchase Right, or Restricted Stock Unit granted
hereunder. Such terms and conditions include the exercise price, the
time or times when Options or Stock Purchase Rights may be exercised (which may
be based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any
Restricted Stock Unit, Option, or Stock Purchase Right or the Shares of Common
Stock relating thereto, based in each case on such factors as the Administrator,
in its sole discretion, shall determine;
(vi) to
cancel any Option or Stock Purchase Right if the Fair Market Value of the Common
Stock covered by such Option or Stock Purchase Right shall have declined since
the date the Option or Stock Purchase Right was granted and may issue
replacement Options or Stock Purchase Rights with an exercise price equal to the
then-current Fair Market Value;
(vii) to
institute an Option Exchange Program;
(viii) to
construe and interpret the terms of the Plan and awards granted pursuant to the
Plan;
(ix) to
establish, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to subplans established for the purpose
of satisfying applicable foreign laws;
(x) to
modify or amend each Option, Stock Purchase Right, or Restricted Stock Unit
(subject to Section 18(c) of the Plan), including the discretionary authority to
extend the post-termination exercisability period of Options longer than is
otherwise provided for in the Plan;
(xi) to
authorize any person to execute on behalf of the Company any instrument required
to effect the grant of an Option, Stock Purchase Right, or Restricted Stock Unit
previously granted by the Administrator;
(xii) to
correct any defect, supply any omission, or reconcile any inconsistency in the
Plan or in any Option or Restricted Stock Units Agreement, in a manner and to
the extent it shall deem necessary, all of which determinations and
interpretations made by the Administrator shall be conclusive and binding on all
Optionees and Participants, any other holders of Options or Restricted Stock
Units, and their legal representatives and beneficiaries;
(xiii) except
to the extent prohibited by or impermissible in order to obtain treatment
desired by the Administrator under Applicable Law or rule, to allocate or
delegate all or any portion of its powers and responsibilities to any one or
more of its members or to any person(s) selected by it, subject to revocation or
modification by the Administrator of such allocation or delegation;
and
(xiv) to
make all other determinations deemed necessary or advisable for administering
the Plan.
(c) Effect
of Administrator’s Decision. The Administrator’s decisions,
determinations, and interpretations shall be final and binding on all Optionees
and Participants and any other holders of Options, Stock Purchase Rights, or
Restricted Stock Units.
5.
Eligibility
. Nonstatutory
Stock Options, Stock Purchase Rights, and Restricted Stock Units may be granted
to Service Providers. Incentive Stock Options may be granted only to
Employees.
6.
Limitations
.
(a) Designation. Each
Option shall be designated in the Option Agreement as either an Incentive Stock
Option or a Nonstatutory Stock Option. However, notwithstanding such
designation, to the extent that the aggregate Fair Market Value of the Shares
with respect to which Incentive Stock Options are exercisable for the first time
by the Optionee during any calendar year (under all Plans of the Company and any
Parent or Subsidiary) exceeds $100,000, such Options shall be treated as
Nonstatutory Stock Options. For purposes of this Section 6(a),
Incentive Stock Options shall be taken into account in the order in which they
were granted. The Fair Market Value of the Shares shall be determined
as of the time the Option with respect to such Shares is granted.
(b) No
Right of Continuing Service or Employment. Neither the Plan nor any
Option, Stock Purchase Right, or Restricted Stock Unit shall confer upon an
Optionee or Participant any right with respect to continuing the Optionee’s or
Participant’s relationship as a Service Provider with the Company, nor shall
they interfere in any way with the existing right of the Optionee, Participant,
or the Company to terminate such relationship.
7.
Term of
Plan
. Subject to Section 22 of the Plan, the Plan shall become
effective upon its adoption by the Board. It shall continue in effect
for a term of 10 years unless terminated earlier under Section 18 of the
Plan.
8.
Term of
Option
. The term of each Option shall be stated in the Option
Agreement. In the case of an Incentive Stock Option, the term shall
be 10 years from the date of grant or such shorter term as may be provided in
the Option Agreement. Moreover, in the case of an Incentive Stock
Option granted to an Optionee who, at the time the Incentive Stock Option is
granted, owns stock representing more than 10% of the total combined voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
term of the Incentive Stock Option shall be five years from the date of grant or
such shorter term as may be provided in the Option Agreement.
9.
Option Exercise Price and
Consideration
.
(a) Exercise
Price. The per Share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be determined by the Administrator and
specified in the Option Agreement, subject to the following:
(i) In
the case of an Incentive Stock Option:
(1) granted
to an Employee who, at the time the Incentive Stock Option is granted, owns
stock representing more than 10% of the voting power of all classes of stock of
the Company or any Parent or Subsidiary, the per Share exercise price shall be
no less than 110% of the Fair Market Value per Share on the date of
grant.
(2) granted
to any Employee other than an Employee described in subSection 9(a)(i)(1)
immediately above, the per Share exercise price shall be no less than 100% of
the Fair Market Value per Share on the date of grant.
(ii) In
the case of a Nonstatutory Stock Option, the per Share exercise price shall be
determined by the Administrator. In the case of a Nonstatutory Stock
Option intended to qualify as “performance-based compensation” within the
meaning of Section 162(m) of the Code, the per Share exercise price shall be no
less than 100% of the Fair Market Value per Share on the date of
grant.
(iii) In
the event of a merger or other corporate transaction, a new Option may be
substituted for an outstanding Option, or such outstanding Option may be
assumed.
(b) Waiting
Period and Exercise Dates. At the time an Option is granted, the
Administrator shall fix the period within which the Option may be exercised and
shall determine any conditions that must be satisfied before the Option may be
exercised.
(c) Form
of Consideration. The Administrator shall determine the acceptable
form of consideration for exercising an Option, including the method of
payment. Such consideration may consist entirely of:
(i) cash;
(ii) check;
(iii) other
Shares,
provided
Shares
acquired from the Company have been owned by the Optionee for more than six
months on the date of surrender and have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised;
(iv) consideration
received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan;
(v) a
reduction in the amount of any Company liability to the Optionee, including any
liability attributable to the Optionee’s participation in any Company-sponsored
deferred compensation program or arrangement;
(vi) any
combination of the foregoing methods of payment; or
(vii) such
other consideration and method of payment for the issuance of Shares to the
extent permitted by Applicable Laws.
In the
case of an Incentive Stock Option, the Administrator shall determine the
acceptable form of consideration at the time of grant as set forth in the Option
Agreement. Notwithstanding the form of consideration determined by
the Administrator at the time of grant, the Administrator shall have the
authority, in its sole and absolute discretion, to accept other forms of
consideration as the method of payment.
10.
Exercise of
Option
.
(a) Procedure
for Exercise; Rights as a Stockholder. Any Option granted hereunder
shall be exercisable according to the terms of the Plan and at such times and
under such conditions as determined by the Administrator and set forth in the
Option Agreement. Unless the Administrator provides otherwise,
vesting of Options granted hereunder shall be tolled during any unpaid leave of
absence. An Option may not be exercised for a fraction of a
Share. An Option shall be deemed exercised when the Company receives:
(i) written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is
exercised. Full payment may consist of any consideration and method
of payment authorized by the Administrator and permitted by the Option Agreement
and the Plan. Shares issued upon exercise of an Option shall be
issued in the name of the Optionee or, if requested by the Optionee, in the name
of the Optionee and his or her spouse or in the name of a family trust of which
the Optionee is a trustee. Until the Shares are issued (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Company shall issue
(or cause to be issued) such Shares promptly after the Option is exercised;
provided
that if the
Company shall be advised by counsel that certain requirements under the federal,
state or foreign securities laws must be met before Shares may be issued under
this Plan, the Company shall notify all persons who have been issued Options,
and the Company shall have no liability for failure to issue Shares under any
exercise of Options because of delay while such requirements are being met or
the inability of the Company to comply with such requirements. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the Shares are issued, except as provided in Section 16 of
the Plan. Exercising an Option in any manner shall decrease the
number of Shares thereafter available, both for purposes of the Plan and for
sale under the Option, by the number of Shares as to which the Option is
exercised.
(b) Termination
of Relationship as a Service Provider. If an Optionee ceases to be a
Service Provider, other than upon the Optionee’s death or Disability, the
Optionee may exercise his or her Option within such period of time as is
specified in the Option Agreement to the extent that the Option is vested on the
date of termination (but in no event later than the expiration of the term of
such Option as set forth in the Option Agreement). In the absence of
a specified time in the Option Agreement, the Option shall remain exercisable
for three months following the Optionee’s termination. If, on the
date of termination, the Optionee is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option shall revert to the
Plan. If, after termination, the Optionee does not exercise his or
her Option within the time specified by the Administrator, the Option shall
terminate, and the Shares covered by such Option shall revert to the
Plan.
(c) Disability
of Optionee. If an Optionee ceases to be a Service Provider as a
result of the Optionee’s Disability, the Optionee may exercise his or her Option
within such period of time as is specified in the Option Agreement to the extent
the Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option
Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for 12 months following the
Optionee’s termination. If, on the date of termination, the Optionee
is not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after
termination, the Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.
(d) Death
of Optionee. If an Optionee dies while a Service Provider, the Option
may be exercised within such period of time as is specified in the Option
Agreement (but in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant), by the Optionee’s estate or by a person
who acquires the right to exercise the Option by bequest or inheritance, but
only to the extent that the Option is vested on the date of death. In
the absence of a specified time in the Option Agreement, the Option shall remain
exercisable for 12 months following the Optionee’s termination. If,
at the time of death, the Optionee is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option shall immediately
revert to the Plan. The Option may be exercised by the executor or
administrator of the Optionee’s estate or, if none, by the person(s) entitled to
exercise the Option under the Optionee’s will or the laws of descent or
distribution. If the Option is not so exercised within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.
(e)
Termination
of Relationship as a Service Provider For Cause
.
If
an Optionee is terminated as a Service Provider For Cause as defined below, all
Options held by the Optionee shall there upon expire at 5 p.m. Pacific
Standard Time on the date of termination.
For
the purpose of this clause, "For Cause" shall mean that the Service Provider is
determined by the Administrator to have committed an act of embezzlement, fraud,
dishonesty, or breach of fiduciary duty to the Company, or to have deliberately
disregarded the rules of the Company which resulted in loss, damage, or injury
to the Company, or because the director has made any unauthorized disclosure of
any of the secrets or confidential information of the Company, has induced any
client or customer of the Company to break any contract with the Company, has
induced any principal for whom the Company acts as agent to terminate the agency
relationship, or has engaged in any conduct that constitutes unfair competition
with the Company.
11.
Stock Purchase
Rights
.
(a) Rights
to Purchase. Stock Purchase Rights may be issued either alone, in
addition to, or in tandem with other awards granted under the Plan and/or cash
awards made outside of the Plan. After the Administrator determines
that it will offer Stock Purchase Rights under the Plan, it shall advise the
offeree in writing or electronically, by means of a Notice of Grant, of the
terms, conditions and restrictions related to the offer, including the number of
Shares that the offeree shall be entitled to purchase, the price to be paid, and
the time within which the offeree must accept such offer. The offer
shall be accepted by execution of a Restricted Stock Purchase Agreement in the
form determined by the Administrator.
(b) Repurchase
Option. Unless the Administrator determines otherwise, the Restricted
Stock Purchase Agreement shall grant the Company a repurchase option exercisable
upon the voluntary or involuntary termination of the purchaser’s service with
the Company for any reason (including death or Disability). The
purchase price for Shares repurchased pursuant to the Restricted Stock Purchase
Agreement shall be the original price paid by the purchaser plus interest at the
rate of 10% per year from the date of the original purchase and may be paid by
cancellation of any indebtedness of the purchaser to the Company. The
repurchase option shall lapse at a rate determined by the
Administrator.
(c) Other
Provisions. The Restricted Stock Purchase Agreement shall contain
such other terms, provisions and conditions not inconsistent with the Plan as
may be determined by the Administrator in its sole discretion.
(d) Rights
as a Stockholder. Once the Stock Purchase Right is exercised, the
purchaser shall have the rights equivalent to those of a stockholder and shall
be a stockholder when his or her purchase is entered upon the records of the
duly authorized transfer agent of the Company. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the Stock Purchase Right is exercised, except as provided in Section 16 of
the Plan.
12.
Restricted Stock
Units
.
(a) Restricted
Stock Units Agreement. Each Restricted Stock Units award pursuant to
this Section 12 shall be evidenced by a Restricted Stock Units Agreement between
the Participant and the Company. Such award shall be subject to all
applicable terms and conditions of the Plan and may be subject to any other
terms and conditions that are not inconsistent with the Plan and that the
Administrator deems appropriate for inclusion in a Restricted Stock Units
Agreement. The provisions of the various Restricted Stock Units
Agreements entered into under the Plan need not be identical.
(b) Purchase
Price. No monetary payment (other than applicable tax withholding, if
any) shall be required as a condition of receiving a Restricted Stock Units
award, the consideration for which shall be services actually rendered to the
Company, a Parent or Subsidiary, or for its benefit.
(c) Vesting. Restricted
Stock Units may or may not be made subject to vesting conditions based upon the
satisfaction of such requirements, conditions, or restrictions, as shall be
established by the Administrator and set forth in the Restricted Stock Units
Agreement.
(d) Voting. Participant
shall have no voting rights with respect to Shares represented by Restricted
Stock Units until the date of the issuance of such Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly-authorized transfer
agent of the Company).
(e) Effect
of Termination of Service. Unless otherwise provided by the
Administrator in the grant of Restricted Stock Units and set forth in the
Restricted Stock Units Agreement, if a Participant’s service terminates for any
reason, whether voluntary or involuntary (including the Participant’s death or
Disability), then the Participant shall forfeit to the Company any Restricted
Stock Units that remain subject to vesting conditions as of the date of the
Participant’s termination of service.
(f) Settlement
of Restricted Stock Unit Award. The Company shall issue to the
Participant as soon as practicable following the dates the vesting conditions or
other requirements, conditions, or restrictions applicable thereto shall be
satisfied, and in any event, within two and one-half months after such date, a
number of whole Shares equal to the number of whole Restricted Stock Units as
set forth in and subject to the Restricted Stock Units Agreement that are no
longer subject to vesting conditions, subject to withholding of applicable
taxes, if any.
(g) Restrictions
on Transfer of Restricted Stock Units. Restricted Stock Units shall
not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or garnishment by creditors of the participant
or the Participant’s beneficiary, except: (i) by will or by the laws of
descent and distribution; (ii) to a Participant’s family member who has
acquired the Restricted Stock Unit Award through a gift or a transfer for value
pursuant to a domestic relations order in settlement of marital property rights
or a transfer to an entity in which more that 50% of the voting interests owned
by a Participant’s family members or the Participant in exchange for an interest
in that entity, all as more particularly provided in the general instructions to
Form S-8 or any successor form under the Securities Act of 1933; or
(iii) as determined otherwise by the Administrator, in which case such
Restricted Stock Unit Award shall contain such additional terms and conditions
as the Administrator deems appropriate.
13.
Withholding
. If
the grant or exercise of an Option or a Stock Purchase Right pursuant to this
Plan or any other event in connection with any such grant or exercise, or the
award or vesting of a Restricted Stock Unit, the issuance of the Share
represented by such Restricted Stock Unit, or any other event in connection with
such award, vesting, or issuance, creates an obligation to withhold income and
employment taxes pursuant to the Applicable Laws, such obligation may, at the
sole and absolute discretion of the Administrator at the time of the grant of
the Option, Stock Purchase Right, or Restricted Stock Unit, and to the extent
permitted by the terms of the Option, Stock Purchase Right, or Restricted Stock
Unit and the then-governing provisions of the Code and the Exchange Act, be
satisfied (a) by the holder of the Option, Stock Purchase Right, or
Restricted Stock Unit delivering to the Company an amount of cash equal to such
withholding obligation; (b) by the Company withholding from any
compensation or other amount owing to the holder of the Option, Stock Purchase
Right, or Restricted Stock Unit the amount (in cash, stock or other property as
the Company may determine) of the withholding obligation; (c) by the
Company withholding Shares of stock subject to the Option, Stock Purchase Right,
or Restricted Stock Unit with a Fair Market Value equal to such obligation; or
(d) by the holder of the Option, Stock Purchase Right, or Restricted Stock
Unit either delivering Shares of stock that have been owned by the holder for
more than six months or canceling Options or Restricted Stock Units or other
rights to acquire stock from the Company that have been held for more than six
months with a Fair Market Value equal to such requirements. In all
events, delivery of Shares of stock issuable on exercise of the Option, on grant
of the Stock Purchase Right, or on vesting of the Restricted Stock Unit shall be
conditioned upon and subject to the satisfaction or making provision for the
satisfaction of the withholding obligation of the Company resulting from the
grant or exercise of the Option, grant of the Stock Purchase Right, vesting of
the Restricted Stock Unit, or any other event in accordance with the
foregoing. The Company shall be further authorized to take such other
action as may be necessary, in the opinion of the Company, to satisfy all
obligations for the payment of such taxes.
14.
Nontransferability of
Options and Stock Purchase Rights
.
(a) An
Option or Stock Purchase Right may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee, all save and except only (i) an Optionee’s
family member who has acquired the Option or Stock Purchase Right through a gift
or a transfer for value pursuant to a domestic relations order in settlement of
marital property rights or a transfer to an entity in which more that 50% of the
voting interests owned by an Optionee’s family members or the Optionee in
exchange for an interest in that entity, all as more particularly provided in
the general instructions to Form S-8 or any successor form under the Securities
Act of 1933; or (ii) unless determined otherwise by the Administrator, in
which case such Option or Stock Purchase Right shall contain such additional
terms and conditions as the Administrator deems appropriate.
(b) An
Incentive Stock Option may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. An Incentive Stock Option can only be
exercised by Optionee. In the event of the death of Optionee while an
eligible employee of the Company or within three months after termination
thereof, this Option can be exercised by the executor or personal representative
of the estate of Optionee or such other person who has acquired this Option as a
bequest or by inheritance from Optionee.
15.
Grants to Directors and
Officers
. To the extent the Company has a class of securities
registered under Section 12 of the Exchange Act, Options, Stock Purchase Rights,
or Restricted Stock Units granted under the Plan to Directors and Officers (as
used in Rule 16b-3 promulgated under the Exchange Act or any amendment or
successor rule of like tenor) intended to qualify for the exemption from Section
16(b) of the Exchange Act provided in Rule 16b-3 shall, in addition to being
subject to the other restrictions and limitations set forth in this Plan, be
made as follows:
(a) Requirements
for Grant to Officer or Director. A transaction whereby there is a
grant of an Option, Stock Purchase Right, or Restricted Stock Unit pursuant to
this Plan must satisfy one of the following:
(i) The
transaction must be approved by the Board or duly authorized Committee composed
solely of two or more Outside Directors of the Company.
(ii) The
transaction must be approved or ratified, in compliance with Section 14 of the
Exchange Act, by either: (1) the affirmative vote of the holders
of a majority of the securities of the Company present or represented and
entitled to vote at a meeting of the stockholders of the Company held in
accordance with the Applicable Laws of the state of incorporation of the
Company; or (2) if allowed by applicable state law, the written consent of
the holders of a majority, or such greater percentage as may be required by
Applicable Laws of the state of incorporation of the Company, of the securities
of the Company entitled to vote. If the transaction is ratified by
the stockholders, such ratification must occur no later than the date of the
next annual meeting of stockholders.
(iii) The
stock acquired must be held by the Officer or Director for a period of six
months subsequent to the date of the grant;
provided
that if the
transaction involves a derivative security (as defined in Section 16 of the
Exchange Act), this condition shall be satisfied if at least six months elapse
from the date of acquisition of the derivative security to the date of
disposition of the derivative security (other than on exercise or conversion) or
its underlying equity security.
(b) Approval
Required for Disposition of Securities. Any transaction involving the
disposition by the Company of its securities in connection with Options, Stock
Purchase Rights, or Restricted Stock Units granted pursuant to this Plan to an
Officer or Director shall:
(i) be
approved by the Board or duly authorized Committee composed solely of two or
more Outside Directors; or
(ii) be
approved or ratified, in compliance with Section 14 of the Exchange Act, by
either: (1) the affirmative vote of the holders of a majority of
the securities of the Company present or represented and entitled to vote at a
meeting duly held in accordance with the Applicable Laws of the state of
incorporation of the Company; or (2) if allowed by applicable state law,
the written consent of the holders of a majority, or such greater percentage as
may be required by Applicable Laws of the state of incorporation of the Company,
of the securities of the Company entitled to vote;
provided
that such
ratification occurs no later than the date of the next annual meeting of
stockholders;
unless
the securities so acquired are held by the Officer or Director for six months
following the date of such acquisition,
provided
that this condition
shall be satisfied with respect to a derivative security if at least six months
elapse from the date of acquisition of the derivative security to the date of
disposition of the derivative security (other than upon exercise or conversion)
or its underlying equity security.
All of
the foregoing restrictions and limitations are based on the governing provisions
of the Exchange Act and the rules and regulations promulgated thereunder as of
the date of adoption of this Plan. If, at any time, the governing
provisions are amended to permit an Option, Stock Purchase Right, or Restricted
Stock Unit to be granted or exercised pursuant to Rule 16b-3 or any amendment or
successor rule of like tenor without one or more of the foregoing restrictions
or limitations, or the terms of such restrictions or limitations are modified,
the Administrator may award Options, Stock Purchase Rights, or Restricted Stock
Units to Directors and Officers and may modify outstanding Options, Stock
Purchase Rights, or Restricted Stock Units in accordance with such changes, all
to the extent that such action by the Administrator does not disqualify the
Options, Stock Purchase Rights, or Restricted Stock Units from exemption under
the provisions of Rule 16b-3 or any amendment or successor rule of similar
tenor.
16.
Adjustments upon Changes in
Capitalization, Dissolution, Merger or Asset Sale
.
(a) Changes
in Capitalization. Subject to any required action by the stockholders
of the Company, the number of Shares of Common Stock covered by each outstanding
Option, Stock Purchase Right, and Restricted Stock Unit, the number of Shares of
Common Stock that have been authorized for issuance under the Plan but as to
which no Options, Stock Purchase Rights, or Restricted Stock Units have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option or Stock Purchase Right or the forfeiture of a Restricted Stock
Unit, as well as the price per Share of Common Stock covered by each such
outstanding Option or Stock Purchase Right, shall be proportionately adjusted
for any increase or decrease in the number of issued Shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of the Common Stock, or any other increase or decrease in
the number of issued Shares of Common Stock effected without receipt of
consideration by the Company;
provided
,
however
, that conversion of
any convertible securities of the Company shall not be deemed to have been
effected without receipt of consideration within the meaning of the preceding
clause. Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the
Company of Shares of stock of any class, or securities convertible into Shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of Shares of Common Stock subject
to an Option, Stock Purchase Right, or Restricted Stock Unit.
(b) Dissolution
or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee or
Participant as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an
Optionee to have the right to exercise his or her Option until 10 days prior to
such transaction as to all of the Optioned Stock covered thereby, including
Shares as to which the Option would not otherwise be exercisable. In
addition, the Administrator may provide that any Company repurchase option
applicable to any Shares purchased upon exercise of an Option or Stock Purchase
Right shall lapse as to all such Shares,
provided
the proposed
dissolution or liquidation takes place at the time and in the manner
contemplated. To the extent an Option or Stock Purchase Right has not
been previously exercised, or to which a Restricted Stock Unit has not vested,
the Option, Stock Purchase Right, or Restricted Stock Unit will terminate
immediately prior to the consummation of such proposed action.
(c) Merger
or Asset Sale. In the event of a merger of the Company with or into
another corporation, or the sale of substantially all of the assets of the
Company, each outstanding Option, Stock Purchase Right, and Restricted Stock
Unit shall be assumed or an equivalent Option, right, or Restricted Stock Unit
substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. With respect to Options or Restricted Stock
Units granted to an Outside Director pursuant to Section 15 that are assumed or
substituted for, if following such assumption or substitution the Optionee’s or
Participant’s status as a Director or a director of the successor corporation,
as applicable, is terminated other than upon a voluntary resignation by the
Optionee or Participant, then the Optionee shall fully vest in and have the
right to exercise the Option as to all of the Optioned Stock, including Shares
as to which it would not otherwise be vested or exercisable, and the
Participant’s Restricted Stock Units shall fully vest and the Shares shall be
issued.
In the event that the successor
corporation refuses to assume or substitute for the Option, Stock Purchase
Right, or Restricted Stock Unit, the Optionee shall fully vest in and have the
right to exercise the Option or Stock Purchase Right as to all of the Optioned
Stock, including Shares as to which it would not otherwise be vested or
exercisable, and the Participant’s Restricted Stock Units shall fully vest and
the Shares shall be issued. If an Option or Stock Purchase Right
becomes fully vested and exercisable in lieu of assumption or substitution in
the event of a merger or sale of assets, the Administrator shall notify the
Optionee in writing or electronically that the Option or Stock Purchase Right
shall be fully vested and exercisable for a period of 15 days from the date of
such notice, and the Option or Stock Purchase Right shall terminate upon the
expiration of such period.
For the purposes of this subsection,
the Option, Stock Purchase Right, or Restricted Stock Unit shall be considered
assumed if, following the merger or sale of assets, the Option, right, or
Restricted Stock Unit confers the right to purchase or receive, for each Share
of Optioned Stock subject to the Option or Stock Purchase Right or for each
Restricted Stock Unit immediately prior to the merger or sale of assets, the
consideration (whether stock, cash or other securities or property) received in
the merger or sale of assets by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares);
provided
,
however
, that if such
consideration received in the merger or sale of assets is not solely common
stock of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option or Stock Purchase Right, or the vesting
of the Restricted Stock Unit, for each Restricted Stock Unit or Share of
Optioned Stock subject to the Option or Stock Purchase Right, to be solely
common stock of the successor corporation or its Parent equal in Fair Market
Value to the per Share consideration received by holders of Common Stock in the
merger or sale of assets.
17.
Date of
Grant
. The date of grant of an Option, Stock Purchase Right,
or Restricted Stock Unit shall be, for all purposes, the date on which the
Administrator makes the determination granting such Option, Stock Purchase
Right, or Restricted Stock Unit or such other later date as is determined by the
Administrator. Notice of the determination shall be provided to each
Optionee or Participant within a reasonable time after the date of such
grant.
18.
Amendment and Termination of
the Plan
.
(a) Amendment
and Termination. The Board may at any time amend, alter, suspend or
terminate the Plan.
(b) Stockholder
Approval. The Company shall obtain stockholder approval of any Plan
amendment to the extent necessary and desirable to comply with Applicable
Laws.
(c) Effect
of Amendment or Termination. No amendment, alteration, suspension or
termination of the Plan shall impair the rights of any Optionee or Participant,
unless mutually agreed otherwise between the Optionee or Participant and the
Administrator, which agreement must be in writing and signed by the Optionee or
Participant and the Company. Termination of the Plan shall not affect
the Administrator’s ability to exercise the powers granted to it hereunder with
respect to Options or Restricted Stock Units granted under the Plan prior to the
date of such termination.
19.
Conditions upon Issuance of
Shares
.
(a) Legal
Compliance. Shares shall not be issued pursuant to the exercise of an
Option or Stock Purchase Right or the vesting of a Restricted Stock Unit unless
the exercise of such Option or Stock Purchase Right or the vesting of such
Restricted Stock Unit and the issuance and delivery of such Shares shall comply
with Applicable Laws and shall be further subject to the approval of counsel for
the Company with respect to such compliance.
(b) Investment
Representations. As a condition to the exercise of an Option or Stock
Purchase Right or the issuance of Shares upon vesting of a Restricted Stock
Unit, the Company may require the person exercising such Option or Stock
Purchase Right or whose Restricted Stock Unit is vesting to represent and
warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.
20.
Inability to Obtain
Authority
. The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the
Company’s counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not have
been obtained.
21.
Reservation of
Shares
. The Company, during the term of this Plan, will at all
times reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan.
22.
Effective Date of Plan and
Stockholder Approval
. The Plan was duly adopted and approved
by the Board of Directors on September 5, 2008. The Plan shall be
subject to approval by the stockholders of the Company within 12 months after
the date the Plan is adopted. Such stockholder approval shall be
obtained in the manner and to the degree required under Applicable
Laws.
23.
Governing Law and
Jurisdiction
.
(a) The
Plan shall be governed by the laws of the State of Colorado, excluding its
conflicts or choice of law rules or principles that might otherwise refer
construction or interpretation of this Plan to the substantive law of another
jurisdiction. The Company and any party or Service Provider receiving
any award hereunder, by the acceptance of such award, hereby consents to the
nonexclusive jurisdiction of all state and federal courts having jurisdiction in
Colorado, as well as to the jurisdiction of all courts to which an appeal may be
taken from such courts, for the purpose of any Proceeding arising out of, or in
connection with, the Plan or any of the related agreements or any of the
transactions contemplated hereby or thereby. For purposes of this
Article, “Proceeding” includes any threatened, pending, or completed action,
suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing, or any other actual, threatened, or completed
proceeding, whether brought by or in the right of any entity or otherwise and
whether civil, criminal, administrative, or investigative, in which the Company
was, is, or will be involved as a party or otherwise.
(b) Each
Party covenants that it shall not challenge or set aside any decision, award, or
judgment obtained in accordance with the provisions hereof.
(c) Each
of the Parties hereto hereby expressly waives any and all objections it may have
to venue, including the inconvenience of such forum, in any of such
courts. In addition, each of the Parties consents to the service of
process by personal service or any manner in which notices may be delivered
hereunder in accordance with Section 23.
24.
Privileges of Stock
Ownership
.
(a) Voting
and Dividends. No Participant will have any of the rights of a stockholder with
respect to any Shares until the Shares are issued to the Participant. After
Shares are issued to the Participant, the Participant will be a shareholder and
will have all the rights of a stockholder with respect to such Shares, including
the right to vote and receive all dividends or other distributions made or paid
with respect to such Shares; provided, that if such Shares are Restricted Stock,
then any new, additional or different securities the Participant may become
entitled to receive with respect to such Shares by virtue of a stock dividend,
stock split or any other change in the corporate or capital structure of the
Company will be subject to the same restrictions as the Restricted
Stock.
SECRETARY’S
CERTIFICATE
The
undersigned, the duly constituted and elected Secretary of Sangui Biotech
International, Inc., hereby certifies that in accordance with the requirements
of law and the Company’s Articles of Incorporation and Bylaws, the foregoing
Sangui Biotech International, Inc. Amended and Restated Long Term Incentive Plan
was duly adopted and approved by the Board of Directors effective September 5,
2008.
Dated this 5
th
day of
September, 2008.
/s/ Joachim Fleing
___________________________________________
Joachim
Fleing, Secretary
APPENDIX
A
TO
SANGUI
BIOTECH INTERNATIONAL, INC.
AMENDED
AND RESTATED
LONG-TERM
INCENTIVE PLAN
(for
California residents only)
This Appendix A to the Sangui Biotech
International, Inc., Amended and Restated Long-Term Incentive Plan shall apply
only to Optionees
who are residents of the
State of California and who are receiving an Option or Stock Purchase Right
under the Plan. Capitalized terms contained herein shall have the
same meanings given to them in the Plan, unless otherwise provided by this
Appendix A. Notwithstanding any provisions contained in the Plan to
the contrary and to the extent required by Applicable Laws, the following terms
shall apply to all Options and Stock Purchase Rights granted to residents of the
State of California, until such time as the Administrator amends this Appendix A
or the Administrator otherwise provides.
A.
Nonstatutory
Stock Options granted to a person who, at the time of grant of such Option, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, shall have an
exercise price not less than one hundred and ten percent (110%) of the Fair
Market Value per Share on the date of grant. Nonstatutory Stock
Options granted to any other person shall have an exercise price that is not
less than eighty-five percent (85%) of the Fair Market Value per Share on the
date of grant. Notwithstanding the foregoing, Options may be granted
with a per Share exercise price other than as required above pursuant to a
merger or other corporate transaction.
B.
The term
of each Option shall be stated in the Option Agreement, provided, however, that
the term shall be no more than ten (10) years from the date of grant
thereof. The term of each Restricted Stock Purchase Agreement shall
be no more than ten (10) years from the date the agreement is entered
into.
C.
Unless
determined otherwise by the Administrator, Options or Stock Purchase Rights may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or the laws of descent and distribution, and may be
exercised during the lifetime of the Optionee, only by the
Optionee. If the Administrator in its sole discretion makes an Option
or Stock Purchase Right transferable, such Option or Stock Purchase Right may
only be transferred (i) by will, (ii) by the laws of descent and distribution,
or (iii) as permitted by Rule 701 of the Securities Act of 1933, as
amended.
D.
Except in
the case of Options granted to officers of the Company, Directors and
Consultants, Options shall become exercisable at a rate of no less than twenty
percent (20%) per year over five (5) years from the date the Options are
granted.
E.
If an
Optionee ceases to be a Service Provider, such Optionee may exercise his or her
Option within thirty (30) days of termination, or such longer period of time as
specified in the Option Agreement, to the extent that the Option is vested on
the date of termination (but in no event later than the expiration of the term
of the Option as set forth in the Option Agreement).
F.
If an
Optionee ceases to be a Service Provider as a result of the Optionee’s
Disability, Optionee may exercise his or her Option within six (6) months of
termination, or such longer period of time as specified in the Option Agreement,
to the extent the Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in the Option
Agreement).
G.
If an
Optionee dies while a Service Provider, the Option may be exercised within six
(6) months following the Optionee’s death, or such longer period of time as
specified in the Option Agreement, to the extent the Option is vested on the
date of termination (but in no event later than the expiration of the term of
such Option as set forth in the Option Agreement) by the Optionee’s designated
beneficiary, personal representative, or by the person(s) to whom the Option is
transferred pursuant to the Optionee’s will or in accordance with the laws of
descent and distribution.
H.
The terms
of any Stock Purchase Rights offered under this Appendix A shall comply in all
respects with Section 260.140.42 of Title 10 of the California Code of
Regulations including, without limitation, that except with respect to Shares
purchased by officers of the Company, Directors and Consultants, the repurchase
option shall in no case lapse at a rate of less than twenty percent (20%) per
year over five (5) years from the date of purchase.
I.
No Option
or Stock Purchase Right shall be granted to a resident of California more than
ten (10) years after the earlier of the date of adoption of the Plan or the date
the Plan is approved by the stockholders.
J.
Pursuant
to regulation 260.140.46 of the Rules of the California Corporations
Commissioner, the Company shall provide to each Optionee and to each individual
who acquires Shares under the Plan, not less frequently than annually during the
period such Optionee has one or more Options or Stock Purchase Rights
outstanding, and, in the case of an individual who acquires Shares pursuant to
the Plan, during the period such individual owns such Shares, copies of annual
financial statements. The Company shall not be required to provide
such statements to key Employees whose duties in connection with the Company
assure their access to equivalent information.
K.
In the
event that any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, or other change in the corporate structure of the Company affecting the
Shares occurs, the Administrator, in order to prevent diminution or enlargement
of the benefits or potential benefits intended to be made available under the
Plan, may (in its sole discretion) adjust the number and class of shares of
common stock that may be delivered under the Plan and/or the number, class, and
price of shares covered by each outstanding Option; provided, however, that the
Administrator shall make such adjustments to the extent required by Section
25102(o) of the California Corporations Code.
L.
This
Appendix A shall be deemed to be part of the Plan and the Administrator shall
have the authority to amend this Appendix A in accordance with Section 18 of the
Plan.
SANGUI
BIOTECH INTERNATIONAL, INC.
Alfred
Herrhausen Street 44, Witten, Germany 58455
49 (2302)
915-200
PROXY
Annual
Meeting of Shareholders
November
18, 2008
The undersigned hereby appoints the
Board of Directors, as Proxies, each with the power to appoint his or her
substitute, and hereby authorizes them to represent and to vote ALL of the
shares of the common stock in Sangui Biotech International, Inc., standing in
the name of the undersigned at the ANNUAL MEETING OF SHAREHOLDERS to be held
November 18, 2008, and upon such other matters as may properly come before the
meeting. Any prior proxy or voting instructions are hereby
revoked.
The
Directors recommend a vote
FOR
Proposals 1, 2,
3, 4 and 5.
|
1.
|
Election
of three (3) Directors for a term of one (1) year. The election
of Thomas Striepe., Joachim Fleing, Ph.D, and Hubertus Schmelz as
Directors of the Company to serve for a term of one (1) year until the
next annual meeting of shareholders or until their successors are duly
appointed and qualified.
|
FOR
all nominees (except
as
WITHHOLD
AUTHORITY
marked to the contrary
above)
o
to
vote for all nominees
o
If withholding authority for a specific
nominee please cross a line through said director’s name above.
|
2.
|
The
ratification of the appointment of the appointment of
Moore &
Associates, Chartered as the Company's independent accountants for the
fiscal years ending 2008
and 2009.
|
FOR
o
AGAINST
o
ABSTAIN
o
|
3.
|
Approval
of the Amended and Restated Articles of the Company which increase the
aggregate number of shares which the Corporation shall have authority to
issue to 260,000,000 shares, of which 250,000,000 shares are to be common
stock, without par value, and 10,000,000 shares are to be preferred stock,
without par value.
|
FOR
o
AGAINST
o
ABSTAIN
o
|
4.
|
Approval
of the Amended and Restated Bylaws of the
Company.
|
FOR
o
AGAINST
o
ABSTAIN
o
|
5.
|
The
ratification of the Amended and Restated Sangui Biotech International Inc.
Long-Term Incentive Plan and to reserve an additional 10,000,000 shares of
common stock for issuance
hereunder.
|
FOR
o
AGAINST
o
ABSTAIN
o
PROXY/VOTING
INSTRUCTIONS
Annual
Meeting of Shareholders – November 18, 2008.
The shares represented by this proxy
will be voted as directed by the Shareholder. If no specification is made, the
shares will be voted
FOR
ALL proposals. When signing as attorney, executor,
administrator, trustee or guardian, give full title as such, and when stock has
been issued in the names of two or more persons, all should sign unless evidence
of authority to sign on behalf of the others is attached.
Dated:
______________________________________
Number of Shares Represented by
this Proxy:
______________________________________ _______________________________________
Signatures
Signatures
______________________________________ _______________________________________
Name of
Shareholder Name
of Shareholder
PLEASE
RETURN ALL PROXIES
TO:
SANGUI BIOTECH INTERNATIONAL,
INC.
c/o Joachim Fleing
Alfred Herrhausen Street
44
Witten Germany 58455
Map
to the
ANNUAL
MEETING OF SHAREHOLDERS OF SANGUI BIOTECH INTERNATIONAL, INC.
to be
held at
Forschungs-und
Entwicklungszentrum of the University Witten/Herdecke
located
at
Alfred
Herrhausen Street 44, Witten, Germany 58455
on
Thursday,
November 18, 2008 at 11 A.M.
Additional
map information is available online at:
http://maps.yahoo.com/#mvt=m&lat=51.45189&lon=7.354337&zoom=16&q1=Alfred%20Herrhausen%20Street%2044%2C%20Witten%2C%20Germany%2058455
http://maps.google.com/maps?hl=en&q=Alfred+Herrhausen+Street+44,+Witten,+Germany+58455&ie=UTF8&z=16
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