UPPSALA, Sweden, June 30, 2004 (PRIMEZONE) -- Shareholders in Biotage AB, Reg. No. 556539-3138, are hereby invited to attend the Extraordinary General Meeting, to be held on Tuesday, July 20, 2004, at 11:00 a.m., at Mannheimer Swartling Advokatbyra AB, Norrmalmstorg 4 in Stockholm, Sweden.
Notice etc.
Shareholders who wish to participate in the Extraordinary General Meeting must a) be recorded as shareholder in the share register maintained by VPC AB (the Swedish Security Register Centre) on Friday, July 9, 2004, and b) give notice to the Company of their intention to participate in the Extraordinary General Meeting, not later than Thursday, July 15, 2004, at 4.00 p.m.
Notice of participation in the Extraordinary General Meeting shall be made to Mats-Olof Wallin, Biotage, by fax + 46-18-59 19 22, by telephone + 46-18-56 59 00 or by e-mail: deltagare@biotage.se. The notice should include the following information: name, social security number/corporate registration number, address, telephone number, shareholdings and number of accompanying assistants (maximum two).
Shareholders participating through a representative must provide a proxy for the representative. If the proxy is issued by a legal entity, a certified copy of the registration certificate for the legal entity must be enclosed. The proxy must not be older than one year. The proxy in the original and, where applicable, the registration certificate should be sent in good time prior to the Extraordinary General Meeting, to Biotage AB, Att. Mats-Olof Wallin, at the address Kungsgatan 76, 753 18 Uppsala.
To be entitled to participate at the General Meeting, shareholders whose shares are nominee registered must temporarily have the shares re-registered in the share register kept by VPC AB (the Swedish Security Register Centre) in their own names. Shareholders that wish to make such re-registration must notify their nominee thereof. In order for such registration to be inserted in the share register by Friday, July 9, 2004, the shareholders should in good time before this date request that the nominee attends to such re-registration.
Proposed Agenda
1. Opening of the Extraordinary General Meeting and election of
the Chairman.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of two minutes-checkers.
5. Determination whether the Extraordinary General Meeting has
been duly convened.
6. Proposal for resolution to authorize the Board of Directors
to resolve on new issues of shares.
7. Closing of the Extraordinary General Meeting.
Item 6 - The Board of Directors' proposal for resolution to authorize the Board of Directors to resolve on new issues of shares
The Board of Directors proposes the General Meeting to adopt a resolution to authorize the Board of Directors to, not later than until the Annual General Meeting in 2005, at one or several occasions and with our without deviation from the shareholders' pre-emption rights, resolve on new issues of shares not exceeding in total 5,700,000 ordinary shares, with a nominal value of SEK 1 each, to be paid for in cash, through an issue in kind or through set-off. Issues may be made in order to finance acquisitions of companies or parts of companies, or to strengthen the company's capital base and equity/assets ratio. In connection with a directed cash issue, the subscription price for the new shares shall be determined in close connection with the share price for the Biotage share on Stockholmsborsen (the Stockholm Stock Exchange) at the time of the new issue. The Board of Directors shall also be authorized to, in accordance with the terms above, resolve on those other terms that the Board of Directors finds necessary to carry out the new issue of shares.
The reasons for deviation from the shareholders pre-emption rights are to facilitate for the Company to finance company acquisitions or to strengthen the company's capital base and equity/assets ratio through issues directed to institutional investors.
In case of full exercise of the authorization, the dilution effect amounts to less than 10 per cent of the share capital and the votes.
The Board of Directors, or a person appointed by the Board of Directors, shall be authorized to make minor adjustments to the resolution adopted by the General Meeting in order to fulfill the registration with the Swedish Companies Registration Office (Bolagsverket).
A resolution by the General Meeting to adopt the Board of Directors' proposal shall be valid only where shareholders holding not less than two thirds of the votes cast as well as the shares represented at the General Meeting vote to approve the resolution.
Documents
The Board of Directors' proposal for resolution under item 6 with documents according to Chapter 4, Section 4 of the Swedish Companies Act will be available at the Company at the address Kungsgatan 76 in Uppsala as from Tuesday, July 13, 2004, and be sent to shareholders who so request. The Board of Directors' proposal for resolution will also be available at the company's homepage www.biotage.se.
Uppsala in June, 2004 Biotage AB (publ) The Board of Directors
About Biotage
Biotage is a global company active in life science research with strong technologies, a broad range of operations and a long-term view of the market. The company offers solutions, knowledge and experience in the areas of genetic analysis and medicinal chemistry. Customers include the worlds top 30 pharmaceutical companies, 20 largest biotech companies and leading academic institutes. The company is headquartered in Uppsala and has offices in the US, Japan and several European countries. Biotage has approx. 250 employees and had pro forma sales of 362 MSEK in 2003. Biotage is listed on the Stockholm stock exchange. Website: www.biotage.com
Certain statements in this press release are forward-looking. These may be identified by the use of forward-looking words or phrases such as "believe," "expect," "intend," and "should," among others. These forward-looking statements are based on Biotages current expectations. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for such forward-looking statements. In order to comply with the terms of the safe harbor, Biotage notes that a variety of factors could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. Such uncertainties and risks include, but are not limited to, risks associated with management of growth and international operations (including the effects of currency fluctuations), variability of operating results, the commercial development of the microwave synthesis and flash purification in the drug discovery market, DNA sequencing and genomics market, nucleic acid-based molecular diagnostics market, and genetic vaccination and gene therapy markets, competition, rapid or unexpected changes in technologies, fluctuations in demand for Biotages products (including seasonal fluctuations), difficulties in successfully adapting the Company's products to integrated solutions and producing such products, and the Company's ability to identify and develop new products and to differentiate its products from competitors.
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