UPPSALA, Sweden, April 02, 2004 (PRIMEZONE) -- The Board of Directors in Q-Med AB (publ) has of today announced a notice to attend the Annual General Meeting, which will be held on Thursday May 6, 2004 at 5 p.m. on Q-Med's premises. Entrance from Fyrisvallsgatan 7, Uppsala, Sweden. A notice has been published in Post- och Inrikes Tidningar, Upsala Nya Tidning and Svenska Dagbladet. The complete notice of the Annual General Meeting can be found on the corporate web site: www.q-med.com, and is also enclosed.
Note: Q-Med AB operates under the name of Q-Med Scandinavia, Inc. in the USA.
Q-Med is a rapidly growing and profitable biotechnology/medical device company that develops, produces and markets medical implants. All products are based on the company's patented technology for the production of NASHA - Non-Animal Stabilized Hyaluronic Acid. The products RESTYLANE, RESTYLANE Touch and RESTYLANE Perlane are used for the filling out of lips and facial wrinkles. RESTYLANE is approved for sales in USA. DUROLANE, Q-Med's product for the treatment of osteoarthritis of the knee joint, has been approved in Europe since May 2001. DEFLUX is a product which has been approved in Europe and the USA for the treatment of vesicoureteral reflux (malformation of the urinary bladder) in children. ZUIDEX for the treatment of stress urinary incontinence in women has been sold in Europe since July 2002. Since July Q-Med today has 470 employees, with approximately 300 at the company's production facility and head office in Uppsala. The Q-Med share was first listed on the O-list of the Stockholm Stock Exchange in December 1999.
Annual General Meeting of Q-Med Aktiebolag (publ). Shareholders of Q-Med AB are welcomed to attend the Annual General Meeting on Thursday May 6, 2004 at 5 p.m. on Q-Med's premises. Entrance from Fyrisvallsgatan 7, Uppsala.
The premises open for registration at 4 p.m. Registration must be completed by 5 p.m., when the voting list is determined.
Notification of intention to attend Shareholders who wish to attend shall - both be entered in the register of shareholders maintained by VPC AB (Swedish Securities Register Centre) on Monday April 26, 2004,
- and notify the company no later than 12 o'clock noon on Thursday April 29, 2004. This shall be done through Camilla Schartau, either in writing to Q-Med AB, Seminariegatan 21, 752 28 Uppsala, by telephone (+46 18 474 90 00), by fax (+46 18 474 90 97) or by e-mail to anmalan@q-med.com. Shareholders should give their name, personal identity number or corporate identity number, address, telephone number and registered shareholding. Shareholders who wish to be accompanied by one or two advisors should give notice of this when they notify the company of their intention to attend the meeting.
For shareholders who are represented by another party, a proxy should be sent together with the notification. The original of the proxy must be brought to the meeting. Any party representing a legal entity must produce a copy of the certificate of incorporation or equivalent authorization documents showing the authorized signatory for the company.
In order to be entitled to attend the Annual General Meeting, shareholders whose shares are registered in the names of nominees must temporarily re-register the shares in their own name with VPC (Swedish Securities Register Centre). Such re-registration must have been completed by Monday April 26, 2004 at the latest. Requests to have shares re-registered should be made in good time before the above-mentioned date.
Business to be dealt with at the general meeting of the shareholders
1. Election of the chairman for the meeting.
2. Drawing up and approval of the voting list.
3. Approval of the agenda for the meeting.
4. Election of one or two people to verify the minutes.
5. Consideration of whether the meeting has been duly convened.
6. Address given by Q-Med AB's President, Bengt Agerup.
7. Submission of the annual accounts and the auditors' report, as
well as the consolidated accounts and consolidated auditors'
report, for the financial year 2003.
8. a) Adoption of the income statement and balance sheet, as well
as the consolidated income statement and the consolidated
balance sheet; b). The treatment of the company's
unappropriated earnings in accordance with the adopted
balance sheet; c). The question of discharging the members
of the Board and the President from liability.
9. Address given by Tomas Billing, Chairman of the nominations
committee, on the work of the nominations committee and an
explanatory statement regarding the nominations and the proposed
fees.
10. Determination of the number of Board members and any deputy
members of the Board.
11. Determination of fees for the Board and the auditors.
12. Election of members of the Board and any deputy members of
the Board.
13. Election of a nominations committee as well as remuneration of
the committee.
14. Address given by Goran Carstedt on the work of the remunerations
committee.
15. Proposal from the Swedish Shareholders' Association regarding
the setting up of a nominations committee, that the general
meeting of the shareholders instruct the Board to appoint an
audit committee and the request for an account of the work
and function of the remunerations committee.
16. Any other business.
17. Closing of the meeting.
Dividend (item 8 b)
In the light of expected stable cash flows in the future, the Board intends, with effect from this Annual General Meeting, to propose each year that a regular dividend be paid, and that an extra dividend be paid out from any major one-time revenues.
For the financial year 2003 the Board proposes that a dividend of SEK 13 be paid, of which SEK 3 comprises the regular dividend and SEK 10 an extra dividend. Tuesday May 11, 2004 is proposed as the record day for the determination of who is entitled to a dividend. If the Annual General Meeting decides in accordance with the proposal, it is estimated that the dividend will be distributed by the Swedish Securities Register Centre on May 14, 2004.
Proposal concerning the number and election of members of the Board, as well as fees for the members of the Board and the auditors (items 10, 11 and 12)
The company's nominations committee has proposed that the members of the Board shall continue to be seven in number, with no deputy members of the Board, and that the Board shall consist of the following members: Hakan Edstrom (re-election), Goran Carstedt (re-election), Anders Milton (re-election), Pia Rudengren (re-election), Asa Roden (re-election), Mikael Kamras, Chairman of the Board of Proventus AB (new election) and Bengt Agerup (re-election), and that Board fees of 840,000 kronor in total shall be paid, comprising 240,000 kronor to the chairman of the Board and 120,000 kronor to each of the other members of the Board, with the exception of Bengt Agerup. The nominations committee proposes that for the period up until the end of the next Annual General Meeting the auditors' fees be paid in accordance with reasonable invoicing.
The company has been informed that shareholders representing a majority of the shares and votes in the company intend to support the proposal of the nominations committee.
Proposal concerning the number of members and the election of the members of the nominations committee as well as this committee's fee (item 13)
There is a proposal that the nominations committee shall continue to consist of three members and that the following members be elected to the committee: Tomas Billing (Chairman, re-election), Bjorn Odlander (new election) and Bengt Agerup (re-election), and that a fee of 60,000 kronor be paid to the committee's chairman.
The company has been informed that shareholders representing a majority of the shares and votes in the company intend to support the proposals.
Proposal from the Swedish Shareholders' Association to set up a nominations committee, that the meeting shall instruct the Board to set up an audit committee, and a request for an account of the work and function of the remunerations committee (item 15)
In a letter to the company Board the Swedish Shareholders' Association has requested that a) the question of the setting up of a nominations committee, consisting of three to five people independent of the company to represent the shareholders, including one person who should be a representative of the smaller shareholders, should be raised at the meeting so that a decision can be made; b) the meeting shall instruct the Board to set up an audit committee among the members of the Board; and c) an account be given of the work and function of the remunerations committee.
A nominations committee has already been appointed on the initiative of the Board at the Annual General Meeting in 2003, and it is the opinion of the Board that there is no need for an audit committee as such a committee's tasks are carried out by the Board as a whole. On the initiative of the Board an account of the work of the remunerations committee will be given by Goran Carstedt (see item 14). In the light of this the Board proposes that all the proposals made by the Swedish Shareholders' Association be rejected.
The company has been informed that shareholders representing a majority of the shares and votes in the company intend to support the proposal of the Board.
Documents for the meeting The accounts and the auditors' report will be available at the company's address, Seminariegatan 21, Uppsala, as of April 22, 2004 and will be sent to shareholders who so request and give details of their postal address.
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