STOCKHOLM, Sweden, March 29, 2004 (PRIMEZONE) Shareholders in Biotage AB (Reg. No. 556539-3138) are hereby invited to attend the Annual General Meeting, to be held on Wednesday, April 28, 2004, at 5:00 p.m., at Biotage AB's head office, Kungsgatan 76 in Uppsala, Sweden.
Notice etc. Shareholders who wish to participate in the General Meeting must a) be recorded as shareholder in the share register maintained by VPC AB on Friday, April 16, 2004, and b) give notice to the company of their intention to participate in the General Meeting, not later than Friday, April 23, 2004, at 4.00 p.m.
Notice of participation in the General Meeting may be made to the company by mail to the address Kungsgatan 76, 753 18 Uppsala, by telephone + 46-18-565900, by fax + 46-18-591922 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 sufficient time prior to the General Meeting, to Biotage AB 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 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, April 16, 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 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 General Meeting has been duly
convened.
6.a) Presentation of the annual report and the auditors' report, as
well as the consolidated accounts and the auditor's report
on the consolidated accounts. b) Presentation of the work of
the Board of Directors during the past year. c) Speech by the
Managing Director
7. Resolutions on a) approval of the income statement and the
balance sheet, and the consolidated income statement and the
consolidated balance sheet, b) allocation of the company's
losses pursuant to the approved balance sheet, c) discharge
from liability of the Board members and the Managing Director.
8. Proposal for resolution on amendment of the Articles of
Association.
9. Decision on the number of Board members and deputy Board
members to be elected and decision on the number of auditors
to be elected
10. Decision on the fees payable to the Board of Directors and
the auditors
11. Election of the Board members and the deputy Board members
12. Election of auditors and deputy auditors
13. Proposal for resolution on a) Issue of employee stock
options in accordance with the global stock option
programme, b) Authorization of the Board of Directors to
resolve on the issue of debentures together with detachable
warrants for subscription of new shares in relation to the
global stock option programme.
14. Closing of the General Meeting
Item 7b -- Proposal for resolution on the appropriation of earnings The Board of Directors proposes that no dividend is paid for the financial year 2003 and that the accumulated loss, including the loss for the year, is balanced on new account.
Item 8 -- Proposal for resolution on amendment of the Articles of Association The Board of Directors proposes that the General Meeting resolves that 6 No., first sentence, of the Articles of Association shall have the following amended wording. "The board shall, except for persons who by law may be appointed in other ways, consist of no less than five and no more than nine members with no more than four deputies."
Items 9-11 -- Decision on number of Board members and deputy Board members to be elected by the General Meeting, decision of fees payable to the Board of Directors and election of Board members and deputy Board members The Nomination Committee of Biotage AB, which has been composed of Marianne Nilsson, Robur, Borje Ekholm, Investor Growth Capital, Anki Forsberg, Health Cap, and Ove Mattsson, chairman of the Board of Directors, proposes the following. - Nine Board members and one deputy Board member shall be elected. - A fixed fee of SEK 1,140,000 shall be determined to be distributed among the Board members elected by the General Meeting that are not employed by the company - Re-election of Jeff Bork, Bengt Falk, Staffan Lindstrand, Ove Mattsson, Bjorn Odlander, Bengt Samuelsson and Mathias Uhlen as Board members. Election of Borje Ekholm and Anders Rydin as new Board members. In addition, re-election is proposed of Hans Engblom as deputy Board member. Mikael Horal has declined re-election.
Shareholders together representing more than 50 per cent of the voting rights in the company have declared that they intend to vote in favour of the above proposals for resolutions.
Borje Ekholm is deputy Managing Director of Investor AB and responsible for New Investments and Managing Director for Investor Growth Capital Inc. since January 1998. He is also a member of the management group of Investor AB. Boards on which Borje Ekholm presently serves: WM-data AB (publ), B2 Bredband AB, b-business partners bv, AB Chalmerinvest, Paratek Microwave Inc. and Tessera Technologies Inc. Borje Ekholm has an M.S. in electrical engineering from Kungliga Tekniska Hogskolan, Sweden and an M.B.A. from Insead, Fontainebleau, France.
Anders Rydin is Managing Director of Enskilda Securities AB. He has previously been e.g. deputy Managing Director and Chief Financial Officer of Skandinaviska Enskilda Banken AB. Boards on which Borje Ekholm presently serves: HHS Executive Education AB (Chairman of the Board of Directors), Cardo AB, NCC AB, AP-Fastigheter AB, SEB Trygg Liv Fondforsakring AB, SEB Kort AB and Enskilda Securities AB. Anders Rydin has a M.B.A from the Handelshogskolan, Stockholm, Sweden.
Items 9-10 and 12 -- Decision on number of auditors, decision of fees payable to the auditors and election of auditors and deputy auditors
-- It is proposed to elect one registered accounting firm as auditor, with no deputy auditor for the period until the end of the Annual General Meeting that is to be held in 2008. - It is proposed that the fee to the auditor shall be paid in accordance with the approved auditors' invoice. - It is proposed that the registered accounting firm Deloitte & Touche AB shall be re-elected as auditor.
Shareholders together representing more than 50 per cent of the voting rights in the company have declared that they intend to vote in favour of the above proposals for resolutions.
Item 13 -- Proposal for resolution regarding a) issue of employee stock options in accordance with the global stock option programme and b) authorization of the Board of Directors to resolve on an issue of debentures with detachable warrants for subscription of new shares in relation to the global stock option programme.
Background At the Annual General Meeting on April 22, 2002, it was resolved to establish a global stock option programme pursuant to which present and future employees of the group on a yearly basis may be allocated stock options (so-called employee stock options) that confer on the holder a right to acquire shares in the company, to approve that the company issues a maximum of 914,800 employee stock options during the period until the Annual General meeting 2005 and to transfer a maximum of 914,800 shares in the company to the employees that exercise employee stock options. The company has so far issued a total of 837,150 employee stock options under the global stock option programme. As per December 31, 2003 there were a total of 695,850 employee stock options outstanding. In order to secure the company's obligation to deliver shares under the global stock option programme, and to cover administrative costs and costs for social fees or equivalent taxes that may arise as a result thereof, the company has in accordance with authorizations from Annual General Meetings in 2002 and 2003, issued debentures together with a total of 975,250 detachable warrants for subscription of newly issued shares in the company.
A. Proposal for resolution on issue of employee stock options under the global stock option programme As previously mentioned, the company has so far issued a total of 837,150 employee stock options under the global stock option programme. As per December 31, 2003 there were a total of 695,850 employee stock options outstanding. The reason why the number of outstanding employee stock options is lower than the total number of issued options is that employee stock options have lapsed and, in accordance with the terms of the option programme, been returned to the company when personnel have left their employments within the group. For this reason and as a consequence of the substantial increase of employees in the group during 2003, following the acquisition of Personal Chemistry and Biotage LLC, the Board of Directors proposes that the Annual General Meeting of Shareholders on April 28, 2004 resolves on an amendment of the resolution by the Annual General Meeting on April 22, 2002 in such way that the company shall be entitled to, during the period until next Annual General Meeting 2005, additionally issue such maximum number of employee stock options which, in accordance with the terms of the global stock option programme, may result in a transfer of a maximum of 914,800 shares in the company to employees. This proposal for resolution does however not result in that the company at any occasion shall be entitled to have more than a total of 914,800 employee stock options outstanding. A resolution to transfer a maximum of 914,800 shares in the company to employees was taken by the Annual General Meeting 2002.
The above proposal by the Board of Directors does not lead to any additional dilution for the shareholders of the company in relation to the resolution by the Annual General Meeting in 2002, should all the employee stock options be exercised for the subscription of shares.
B. Proposal for resolution on authorization of the Board of Directors to resolve on an issue of debentures together with detachable warrants for the subscription of shares in relation to the global stock option programme. In order to make an issue of additional employee stock options possible pursuant to the global stock option programme and to secure the obligations of the company in relation to the programme, the Board of Directors proposes that the Annual General Meeting resolves on an authorization of the Board of Directors, for the period until the end of the next Annual General Meeting, at one or several occasions, to issue debentures of a total nominal value of SEK 1,957.5 together with a maximum of 195,750 detachable warrants which entitle to subscription of a maximum of 195,750 newly issued shares in the company, whereof debentures together with a maximum of 99,200 detachable warrants may be issued in order to cover administrative costs and costs for social fees or equivalent taxes that may arise as a result of the global stock option programme.
The right to subscribe for the debentures with detachable warrants shall, with deviation from the shareholders' preferential rights, be conferred on wholly owned companies of the group. The reason for the deviation from the shareholders' preferential rights is to secure the fulfilment of the option commitments under the option programme and to cover administrative costs and social fees or equivalent taxes that may arise as a result of the programme.
If the authorization is fully used, the resolution will not result in any additional dilution compared to the resolution that was made at the Annual General Meeting on April 22, 2002. In order to secure the obligations of the company in relation to the global stock option programme the company has, as mentioned above, so far issued debentures together with a total of 975,250 detachable warrants for subscription of newly issued shares. If the proposed authorization is fully utilised, a total of 1,171,000 warrants will have been issued in order to secure the company's obligations in relation to the stock option programme, whereby all warrants required to secure the global stock option programme have been issued. If all 1,171,000 warrants are exercised for the subscription of new shares, the company's share capital will increase with SEK 1,171,000 and considering the company's present share capital, this will be equivalent to a dilution of approximately 2 per cent of the capital and voting rights in the company. This signifies that the total dilution effect for all of the company's incentive programmes will be approximately 7 per cent.
Majority requirements In order for the resolution by the Annual General Meeting in accordance with the Board's proposal in item A. above to be valid, the resolution must be accepted by shareholders holding more than half of the votes cast or, at equal number of votes, that the resolution is supported by the Chairman. In order for the resolution by the Annual General Meeting in accordance with the Board's proposal in item B. above to be valid, the resolution must be accepted by shareholders holding at least two thirds of the votes cast and the shares represented at the Annual General Meeting.
Documents
The Board of Directors' complete proposals for resolutions under items 8 and 13 a -- b will be available at the company at the address Kungsgatan 76 in Uppsala as from Wednesday, April 14, 2004. The proposals will also be available at the company's home page at the Internet www.biotage.com and will be sent to those shareholders that so request.
Uppsala in March 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 world's 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 sales of 174 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 Biotage's 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 Biotage's 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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