NOTICE OF ANNUAL GENERAL MEETING IN BIOTAGE AB (publ)

NOTICE OF ANNUAL GENERAL MEETING IN BIOTAGE AB (publ)

The shareholders in Biotage AB are hereby summoned to the annual general meeting
(the “Meeting”), to be held on Thursday, April 26, 2012, at 4.00 p.m., at the
head office of Biotage AB, Vimpelgatan 5 in Uppsala, Sweden.

Notice etc.
Shareholders who wish to participate in the Meeting must
a)    be recorded as a shareholder in the share register maintained by Euroclear
Sweden AB on      Friday, April 20, 2012, and
b)    notify the company of their intention to participate in the Meeting, no
later than Friday, April 20, 2012
Notice of participation in the Meeting may be made to the company by mail to the
address Box 8, SE-75103 Uppsala, Sweden, by telefax + 46(0)18-591922, by
telephone + 46(0)18-565900 or by e-mail: deltagare@biotage.com. The notification
should include the following information: name, social security number/corporate
registration number, address, telephone number, shareholdings and number of
accompanying assistants (maximum two).
Proxy etc.
Shareholders represented by proxy shall issue a power of attorney for the proxy.
If the power of attorney is issued by a legal entity, a certified copy of the
registration certificate for the legal entity shall be enclosed. The power of
attorney is valid no longer than one year from date of issue, or during the
period stated in the power of attorney, but in any event no longer than five
year from date of issue. The power of attorney in the original and, when
applicable, the registration certificate should be sent in due time prior to the
Meeting, to Biotage AB at the address Box 8, 75103 Uppsala, Sweden. A proxy form
is available at www.biotage.com/fullmakt
Nominee registration
To be entitled to participate in the Meeting, shareholders whose shares are
nominee registered must temporarily have the shares owner-registered with
Euroclear Sweden AB. Shareholders who wish to make such re-registration must
notify their nominee thereof. Shareholders must inform their nomine of such
re-registration well before Friday, April 20, 2012, when such re-registration
must have been executed.
Right to request information
The shareholders are reminded of their right to ask questions to the board of
directors and the managing director at the Meeting in accordance with Chapter 7
Section 32 of the Swedish Companies Act. Shareholders who want to submit
questions in advance may do so by mail to Biotage AB, Box 8, SE-75103 Uppsala,
Sweden or by e-mail to deltagare@biotage.com (deltagare@eu.biotage.com).
Number of shares and votes
In the company there are in total 79,637,688 shares outstanding with one vote
each. As of the date of this notice, Biotage AB is the owner of 6,381,983 shares
for which the company does not have the right to vote.

Proposed Agenda
 1. Opening of the Meeting and election of the chairman.
 2. Preparation and approval of the voting list.
 3. Approval of the agenda.
 4. Election of two persons to approve the minutes.
 5. Determination whether the Meeting has been duly convened.
 6. Presentation of the annual report and the auditors report, as well as the
consolidated accounts and the auditors report on the consolidated accounts.
 7. Presentation of the work of the board of directors during the past year.
 8. Speech by the CEO.
 9. Resolutions on approval of the income statement and the balance sheet, and
the consolidated income statement and the consolidated balance sheet.
10. Resolution on allocation of the company’s profit or loss pursuant to the
approved balance sheet.
11. Resolution on discharge from liability for the board members and the CEO.
12. Resolution on the number of board members and deputy board members to be
elected by the Meeting.
13. Resolution on the fees payable to the board of directors and the auditors.
14. Election of board members and any deputy board members, and chairman of the
board of directors.
15. Election of Auditors.
16. Resolution on the nomination committee.
17. Resolution on guidelines for compensation for the executive management.
18. Resolutions on a reduction of the share capital through cancellation of
treasury shares and an increase of the share capital by means of a bonus issue.
 A. Reduction of the share capital through cancellation of treasury shares.
 B. Increase of the share capital by a bonus issue.
19. Resolution on authorization for the board of directors to issue shares
and/or convertibles
20. Resolution on authorization for the board of directors to acquire and
transfer own shares.
21. Closing of the Meeting.

Proposals of the nomination committee

Items 1 and 12 to 15 – Election of chairman at the Meeting, resolution on the
number of board members and deputy board members to be elected by the Meeting,
resolution on fees payable to the board of directors and auditors and election
of board members and chairman of the board of directors
The nomination committee of Biotage AB, consisting of Staffan Josephson
(Investor Growth Capital), Anders Walldov (Brohuvudet AB and direct holding),
Tommy Jacobsson (Varenne AB) and Ove Mattsson (Chairman of the board of
directors) proposes the following:
- Ove Mattsson shall be elected chairman of the Meeting.
- Six board members (with no deputy board members) shall be elected.
- A fixed fee of SEK 1,220,000 shall be determined for the period up to and
including the annual general meeting 2012 to be distributed as follows: the
chairman shall receive SEK 420,000 and each of the other board members elected
by the Meeting who are not employed by the company shall receive SEK 160,000. In
addition to that, a fee shall be paid to the members of the auditing committee
of an aggregate of not more than SEK 100,000, whereof the chairman shall receive
SEK 50,000 and the other two members SEK 25,000 each.
- Fees payable to the auditors for the period up to and including the annual
general meeting 2012 shall, as before, be paid against approved account.
- Re-election of the following members of the board of directors, Thomas Eklund,
Anders Walldov, Ove Mattsson, Nils Olof Björk and Per-Olof Eriksson. Ove
Mattsson is proposed to be re-elected as chairman of the board of directors.
Eva-Lotta Kraft has declared that she is not available for re-election as Board
member.
- Election of Karolina Lawitz (b. 1956). Karolina Lawitz runs her own
consultancy business since July 2011 within the area of peptides and she has
more than 28 years of experience within peptide and organic synthesis. Previous
working experiences include work at AstraZeneca and Ferring. Karolina Lawitz is
active as scientific advisor but do not have other board representations or
assignments that shall be accounted for in this context.
- Election of the auditing firm Deloitte AB, with Marcus Sörlander as auditor in
charge, as the company’s auditor for the period until the end of the General
Meeting to be held 2013.

Items 16 - Resolution on the nomination committe
The nomination committee proposes that the Meeting resolves as follows: the
chairman of the board of directors 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, 2012,
another three members. The nomination committee shall appoint one of the members
to be the chairman of the nomination committee. The chairman of the board of
directors shall not be appointed as chairman of the nomination 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 nomination committee before the annual general
meeting 2012, the other members of the nomination committee shall jointly have
the right to appoint another representative of the major shareholders to replace
such member. The nomination committee shall, before the annual general meeting
2013, prepare proposals for 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.

Proposals of the board of directors

Item 10 - Resolution on the appropriation of earnings
The board of directors proposes a dividend of SEK 0.40 per share. Record date
for dividend is proposed to be Wednesday, 2 May 2012. Payment of dividend is
estimated to be effectuated by Euroclear Sweden AB on Monday 7 May 2011.

Item 17 – Resolution on guidelines for compensation for the executive management
The Board of Directors’ proposes that the Meeting resolves to adopt guidelines
for compensation for the executive management substantially in accordance with
the following. The company shall strive to offer members of the executive
management of the company a compensation that is adjusted to the conditions of
the market. The compensation committee shall prepare and present such
compensation proposals to the board of directors for resolution. In the
compensation proposals the importance of the work, competence, experience and
performance shall be taken into account. The compensation may consist of: fixed
yearly income, variable income, pension benefits, discretionary bonus
arrangements, and severance pay. The board of directors may for certain special
purposes, if it is motivated by special circumstances, choose to deviate from
these guidelines.

Item 18 – Resolutions on a reduction of the share capital through cancellation
of treasury shares and increase of the share capital by bonus issue
A. Reduction of the share capital through cancellation of treasury shares
The Board of Directors proposes a reduction of the company’s share capital of
SEK 7,147,820.96 through cancellation of 6,381,983 shares, without reimbursement
to the shareholders. The purpose of the reduction is to transfer the amount by
which the share capital is reduced to a fund where it can be used as
unrestricted equity. The reduction will be made through cancellation of
6,381,983 shares acquired by the company following board decisions authorized at
previous shareholder meetings.
The Board of Directors, or a person appointed by the board, shall be authorized
to implement any minor adjustments to the Meeting’s resolution that may be
necessary in connection with registration with the Swedish Companies
Registration Office and Euroclear. There is a requirement for a resolution to be
passed in accordance with the board’s proposal that the resolution of the
meeting is supported by shareholders representing at least 2/3 of both the votes
cast and of the shares represented at the Meeting. The resolution is also
conditional upon the Meeting resolves to approve the board’s proposal under item
B below.

B. Increase of the share capital by bonus issue
The Board of Directors proposes that the Meeting decides to increase the
company’s share capital through a bonus issue in accordance with the following.
The bonus issue will increase the share capital with SEK 7,325,570.50, without
the issue of new shares. The purpose of the bonus issue is to restore the share
capital after the reduction effected in accordance with item A above, rounded
up, to obtain the desired quota value for the company. The company’s share
capital will be increased through a transfer from unrestricted equity.
The Board of Directors, or a person appointed by the board, shall be authorized
to implement any minor adjustments to the Meeting’s resolution that may be
necessary in connection with registration with the Swedish Companies
Registration Office and Euroclear. The resolution is conditional upon the
Meeting resolves to approve the board’s proposal under item A above.

Item 19 - Resolution on authorization for the board of directors to issue shares
and/or convertibles
The board of directors proposes that the Meeting adopts a resolution to
authorize the board of directors to, until the annual general meeting 2013, at
one or several occasions and with or without deviation from the shareholders’
preferential rights, adopt resolutions to issue shares and/or convertibles. The
board of directors shall have the right to resolve that the shares and/or the
convertibles shall be paid in kind or otherwise be subject to conditions
referred to in Chapter 2 Section 5 second paragraph 1-3 and 5 of the Swedish
Companies Act or that the shares and/or the convertibles shall be subscribed for
with a right of set-off. The shareholders shall retain their preferential rights
if the board of directors resolves to issue new shares against cash
contribution. The board of directors resolutions to issue shares and/or
convertibles may result in an increase of the number of shares in the company of
not more than 7,300,000 shares, in the aggregate (assuming full conversion of
the convertibles and before any re-calculations according to the conditions of
the convertibles). Directed issues may be made in order to finance acquisitions
of companies or parts of companies. 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 NASDAQ OMX
Stockholm at the time of the issue. In case of a directed cash issue of
convertibles, the pricing and conditions of the convertibles 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 of directors
finds necessary to carry out the issues.
The reasons for the right to deviate from the shareholders preferential rights
are to enable the company to, in a quick and effective way, finance acquisitions
of companies or parts of companies. In case of full exercise of the
authorization, and assuming full conversion of any issued convertibles (however
before any re-calculations according to the conditions of the convertibles), the
dilution effect corresponds to approximately 9.96 per cent of the share capital
and the votes, subject to that the Meeting resolves in favour of the proposal to
cancel re-purchased shares as proposed under Item 18.
The board of directors, or any person appointed by the board of directors, shall
be authorized to make minor adjustments of the resolution adopted by the Meeting
in order to fulfil the registration with the Swedish Companies Registration
Office (Sw. Bolagsverket). A resolution by the 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 Meeting
approve the resolution.

Item 20 - Resolution on authorization for the board of directors to acquire and
transfer own share
The board of directors proposes that the Meeting resolves to authorize the board
of directors to acquire and transfer own shares on NASDAQ OMX Stockholm
substantially in accordance with following:
1.The authorisation may be utilised on one or more occasions, however not longer
than until the 2013 annual general meeting.
2.The company may purchase at the most so many shares that the company’s holding
of own shares after the purchase amounts to a maximum of one-tenth of all the
shares in the company. Number of transferred shares may not exceed the shares
actually held by the company at time of the board’s resolution to transfer the
shares.
3.Acquisitions and transfers of shares may only take place at a price within the
price interval at any time recorded on the NASDAQ OMX Stockholm, and this shall
refer to the interval between the highest buying price and the lowest selling
price.

The purpose of the proposed repurchase option is to give the board of directors
wider freedom of action in the work with the company’s capital structure. There
is a requirement for a resolution to be passed in accordance with the board’s
proposal that the resolution of the meeting is supported by shareholders
representing at least 2/3 of both the votes cast and of the shares represented
at the meeting.

Documents
The accounting documents and the auditor’s report and the complete proposal for
the resolution under item 17, 18, 19 and 20 above together with the auditor’s
report in accordance with Chapter 8 Section 54 and Chapter 20 Section 14 of the
Swedish Companies Act and the board of directors report in accordance with
Chapter 18 Section 4 and Chapter 19 Section 22 of the Swedish Companies Act will
be held available at the company at the address Vimpelgatan 5 in Uppsala as from
Thursday, April 5, 2012. The above documents will also be sent to shareholders
upon request and will also be available on the company’s website www.biotage.com
and at the Meeting.

Uppsala in March 2012
Biotage AB (publ)
The board of directors

About Biotage
Biotage offers solutions, knowledge and experience in the areas of analytical
chemistry and medicinal chemistry. The customers include the world’s largest
pharmaceutical and biotech companies, and leading academic institutes. The
company is headquartered in Uppsala and has offices in the US, UK, China and
Japan. Biotage has 270 employees and had sales of 428.4 MSEK in 2011. Biotage is
listed on the NASDAQ OMX Nordic Stockholm stock exchange. Website:
www.biotage.com