STOCKHOLM, Sweden, March 23, 2005 (PRIMEZONE) -- Shareholders in Biotage AB (Reg. No. 556539-3138) are hereby invited to attend the Annual General Meeting, to be held on Wednesday, April 27, 2005, at 5:00 p.m., at the head office of Biotage AB, 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 15, 2005, and b) give notice to the company of their intention to participate in the General Meeting, no later than Friday, April 22, 2005, 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 fax + 46-18-591922, by telephone + 46-18-565900 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 due time prior to the General Meeting, to Biotage AB at the address Kungsgatan 76, 753 18 Uppsala, Sweden.
To be entitled to participate at the General Meeting, shareholders whose shares are nominee registered must temporarily have the shares owner-registered with VPC AB. Shareholders who wish to make such re-registration must notify their nominee thereof. The re-registration must be made as of Friday, April 15, 2005, and the shareholders should in due time before such date notify the nominee thereof.
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. Resolution on the number of Board members and deputy Board
members to be elected by the General Meeting.
9. Resolution on the fees payable to the Board of Directors.
10. Election of Board members and deputy Board members.
11. Election of members of the Nomination Committee.
12. Resolution on authorization for the Board of Directors
to issue ordinary shares and/or convertible bonds.
13. Resolutions on
(a) Implementation of a global employee stock option
program,
(b) Authorization for the Board of Directors to issue
debentures with detachable warrants which entitle to
subscription of new shares in relation to the employee
stock option program.
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 2004 and that the accumulated loss, including the loss for the year, is balanced on new account.
Items 8-10 -- Resolution on the number of Board members and deputy Board members to be elected by the General Meeting, resolution of fees payable to the Board of Directors and election of Board members and deputy Board members
Bengt Falk and Hans Engblom have before the Annual General Meeting notified that they decline re-election as Board Member and deputy Board Member, respectively. The Nomination Committee of Biotage AB, which has been composed of Peder Fredrikson (Odlander, Fredrikson & Co AB), Hakan Jansson (Investor Growth Capital), Jan Sundberg (SEB Foretagsinvest) and Ove Mattsson (chairman of the Board of Directors), proposes the following.
-- Nine Board members (with no deputy Board members) shall
be elected.
-- A fixed fee of SEK 1,140,000 shall be determined for the
period up to and including the Annual General Meeting 2006
to be distributed as follows: the chairman shall receive SEK
300,000 and each of the other Board members elected by
the General Meeting who are not employed by the company
shall receive SEK 120,000.
-- Re-election of Jeff Bork, Borje Ekholm, Staffan Lindstrand,
Ove Mattsson, Bjorn Odlander, Anders Rydin, Bengt Samuelsson
and Mathias Uhlen as Board members. Election of Borje Ekholm
as chairman of the Board.
-- Election of Annika Espander as new Board member. Annika
Espander was born in 1964 and is employed as CEO of, and
is also a board member of, Catella Healthcare AB. She has
previously worked as Head of equity and Credit Research at
Handelsbanken. Annika and her team have been top ranked
within the Life Science sector the last ten years.
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.
Items 11 -- Election of members of the Nomination Committee Shareholders together representing more than 50 per cent of the voting rights in the company propose that the General Meeting resolves as follows: the chairman of the Board shall be elected member of the Nomination Committee and shall be instructed to appoint, in consultation with the (by voting rights) major shareholders of the company as per September 1, 2005, another three members. The names of such members shall be published no later than six months before the Annual General Meeting 2006. The Nomination Committee shall appoint one of the members to be the chairman of the committee. In case a shareholder, whom a member of the Nomination Committee represents, is no longer one of the (by voting rights) major shareholders of the company, or if a member of the Nomination Committee is no longer employed by such shareholder or for any other reason leaves the committee before the Annual General Meeting 2006, the Committee shall have the right to appoint another representative of the major shareholders to replace such member.
The Nomination Committee shall have the task of preparing the election of Chairman and other members of the Board of Directors, the election of Chairman of the Annual General Meeting, the determination of fees and matters pertaining thereto, before the Annual General Meeting 2006.
Item 12 -- Resolution on authorization for the Board of Directors to issue ordinary shares and/or convertible bonds
The Board of Directors proposes the General Meeting to adopt a resolution to authorize the Board to, until the Annual General Meeting 2006, at one or several occasions and with our without deviation from the shareholders' pre-emption rights, adopt resolutions to issue ordinary shares (with a nominal value of SEK 1 each) and/or convertible bonds exchangeable for ordinary shares, to be paid for in cash, through an issue in kind or through set-off. The Board's resolutions to issue ordinary shares and/or convertible bonds may result in an increase of the number of shares in the company by no more than 6,400,000 ordinary shares in total (assuming full conversion of the convertible bonds and before any re-calculations according to the conditions of the bonds). 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 case of a directed cash issue of shares, the subscription price for the new shares shall be determined in close connection with the share price for the Biotage share on the Stockholm Stock Exchange at the time of the issue. In case of a directed cash issue of convertible bonds, the pricing and conditions of the bonds shall be in line with market conditions. Considering the above, the Board of Directors shall also be authorized to resolve on such other conditions that the Board finds necessary to carry out the issues.
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, and assuming full conversion of any issued convertible bonds (however before any re-calculations according to the conditions of the bonds), the dilution effect corresponds to less than 10 per cent of the share capital and the votes.
The Board of Directors, or any 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 fulfil 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 no less than two thirds of the votes cast as well as the shares represented at the General Meeting approve the resolution.
Item 13 --Resolutions on (a) the implementation of a global employee stock option program and (b) the authorization for the Board of Directors to issue debentures with detachable warrants which entitle to subscription of new shares in relation to the employee stock option programme.
(a) Proposal for implementation of a global employee stock option program The Board of Directors proposes that the Annual General Meeting shall resolve to implement a global incentive program, according to which employees of the group can be allocated stock option (so called employee stock options), which entitle the option holder to acquire shares in Biotage. The Board of Directors further proposes that the General Meeting shall approve transfer of shares to the employees in accordance with the employee stock option program.
The following main conditions shall apply to the employee stock option program:
-- Employee stock options may be allocated to current or
future employees of the group.
-- The employee stock options shall be allocated at no premium.
-- Each employee stock option shall entitle to the acquisition
of one share at an exercise price that shall correspond
to the higher of either (a) 110 per cent of the average of
the last price paid for a share in Biotage as shown on the
Stockholmsborsen Official List during the five trading
days immediately preceding the date of allocation, or (b) 110
per cent of the last price paid on the date of allocation.
The exercise price and the number of shares to which each
employee stock option entitles shall be recalculated in case
of split, consolidation, issues, etc. according to conditions
customary in the market.
-- The option period shall be seven years from the date of
allocation and the options shall be vested after one year to
three years after the date of allocation, by one-third of the
number of allocated options for each one-year period. The
options shall be exercisable up to and including the last day
of the option period.
-- The employee stock options shall not constitute securities and
shall not be transferable.
-- The right to exercise the options is conditioned upon the
option holder still being employed within the Biotage group
at the time of the exercise.
The employee stock options may be issued by the company or by other companies within the group. Allocation of the employee stock options may be made during the period up to the Annual General Meeting 2006 at a maximum of four occasions as follows: no later than the tenth business day after publication of (i) the interim report for the first calendar quarter 2005, (ii) the interim report for the second calendar quarter 2005, (iii) the interim report for the third calendar quarter 2005, and (iv) the year-end-report for the financial year 2005, respectively. The president of the company and other members of the group management may be allocated in total maximum 80,000 options each, senior executives in total maximum 30,000 options each, junior executives in total maximum 10,000 options each, other executives and key personnel in total maximum 2,000 options each and other employees in total maximum 400 options each. The Board of Directors shall decide on the allocation of the employee stock options.
The Board of Directors shall in accordance with the conditions set forth above have the right to determine the detailed terms of the employee stock option program. The purpose of the proposed employee stock option program is to provide opportunities for keeping and recruiting skilled employees. The Board is of the opinion that the implementation of an employee stock option program according to the above is to the benefit of the company and the shareholders.
In accordance with the above described guidelines, it is proposed that the General Meeting approves that the company or any other company within the group issues no more than 550,000 employee stock options during the period up to the Annual General Meeting 2006, and that no more than 550,000 ordinary shares consequently may be transferred to employees within the Biotage group in accordance with the employee stock option program. In case all the above employee stock options are exercised, the employees will acquire shares in the company corresponding to less than one per cent of the share capital and votes. A summary of the company's other share based incentive programs and the dilution effects thereof is presented in the Board's complete proposal for resolution.
(b) Proposal for authorization for the Board of Directors to issue debentures with detachable warrants which entitle to subscription of new shares in relation to the employee stock option program. In order to make possible the implementation of the above proposed employee stock option program, the Board of Directors proposes that the General Meeting resolves on an authorization for the Board of Directors, at one or several occasions during the period up to the Annual General Meeting 2006, issue a convertible debenture loan, with a nominal value of SEK 1,000 each, by issuing debentures with detachable warrants which entitle to subscription of newly issued shares in Biotage on the following main conditions.
-- In total, no more than 640,000 detachable warrants shall be issued, whereof in total no more than 90,000 warrants are intended to be exercised to cover the costs that may arise as a result of the employee stock option program, mainly costs for social fees or equivalent taxes. Warrants that are not required to enable delivery of shares within the employee stock option program, or to cover the above described costs, may not be used for any other purpose. Each warrant shall entitle to subscription of one ordinary share in Biotage.
-- The right to subscribe for the debentures with no more than 640,000 detachable warrants shall, with deviation from the shareholders' preferential rights, be conferred on a bank, securities broker or similar appointed by the Board, with the right and obligation to subscribe for shares based on the warrants in order to effect delivery of shares to employees within the Biotage group upon exercise of the employee stock options according to the above proposed program, and to dispose in the market warrants and/or shares subscribed for based on warrants in order to cover the costs that may arise as a result of the employee stock option program, mainly costs for social fees or equivalent taxes.
-- Each convertible debenture loan shall be issued at an issue price corresponding to the nominal amount of the loan.
-- Subscription of shares in the company based on warrants shall take place at a subscription price and on other conditions that in all essential aspects shall correspond to the conditions of the under (a) above proposed employee stock options, which the warrants intend to secure.
The reason for the deviation from the shareholders' preferential rights is that the issues intend to secure the fulfilment of the under (a) above proposed employee stock option program and to implement the program in a cost efficient, suitable and flexible way to Biotage. The Board of Directors shall finally determine the detailed terms of the warrants, considering the purpose of the issues, i.e. to secure delivery of shares according to the proposed employee stock option program and to cover certain costs related to the program.
If all warrants are exercised for subscription of new shares, the company's share capital will increase by SEK 640,000 from SEK 64,042,108 to SEK 64,682,108, which corresponds to a dilution of less than one per cent of the share capital and votes.
Majority requirements
Since the resolutions of the General Meeting according to the proposals described under (a) and (b) above constitute parts of an employee stock option program and therefore should be seen as a ``package", the Board of Director proposes that the two proposals are dealt with by one and the same resolution, which shall be adopted by the General Meeting with the majority requirement set forth in section 3 of the Directed Placements Act (lag 1987:464 om vissa riktade emissioner i aktiemarknadsbolag, m.m.), meaning that the resolution shall be approved by shareholders representing no less than nine tenths of the votes cast as well as the shares represented at the General Meeting.
Documents
The accounts and the Auditor's report of the group will, as well as the Board of Directors' complete proposals for resolutions under items 12 and 13 above, be available at the company at the address Kungsgatan 76 in Uppsala as from Wednesday, April 13, 2005. The proposals will be sent to all shareholders who notify the company of their intent to participate in the General Meeting, and to other shareholders upon request, and will also be available on the company's website www.biotage.com and at the General Meeting.
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 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. 220 employees and had sales of 367 MSEK in 2004. 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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