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 Wednesday, April 27, 2011, at
4.00 p.m., at the head office of Biotage AB, Kungsgatan 76 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      Tuesday,  April 19, 2011, and
b)    notify the company of their intention to participate in the
Meeting, no later than Tuesday, April 19, 2011.

Notice of participation in the Meeting may be made to the company by
mail to the address Kungsgatan 76, SE-753 18 Uppsala, Sweden, by telefax
+ 46(0)18-591922, by telephone + 46(0)18-565900 or by e-mail:
deltagare@biotage.com (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).

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 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 Kungsgatan 76, 753 18
Uppsala, Sweden.

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 Tuesday, April
19, 2011, when such re-registration must have been executed.

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, Kungsgatan 76, 753 18 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 88,486,320 shares outstanding with one
vote each. Biotage AB is the owner of 8,848,632 shares for which the
company does not have the right to vote. There are hence 79,637,688
shares outstanding with a right to vote at the Meeting.

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. Resolution on the nomination committee.
16. Resolution on guidelines for compensation for the executive
management.
17. Resolutions on a reduction of the share capital through cancellation
of treasury shares and a bonus issue. 
       A. Reduction of the share capital through cancellation of
treasury shares. 
        B. Bonus issue.
18. Resolution on authorization for the board of directors to issue
shares and/or convertibles.
19. Resolution on authorization for the board of directors to acquire
and transfer own shares.
20. Closing of the Meeting.

Proposals of the nomination committee
Items 1 and 12 to 14 - 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 1,025,000 shall be determined for the period up to
and including the annual general meeting 2011 to be distributed as
follows: the chairman shall receive SEK 400,000 and each of the other
board members elected by the Meeting who are not employed by the company
shall receive SEK 125,000. 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 2011 shall, as before, be paid against approved
account.

- Staffan Lindstrand left his Board assignment on 27 October 2010 and is
not available for re-election as Board member. Re-election of the
following members of the board of directors, Thomas Eklund, Anders
Walldov, Ove Mattsson, Eva-Lotta Kraft and Per-Olof Eriksson. Ove
Mattsson is proposed to be re-elected as chairman of the board of
directors.

- Election of Dr. Nils Olof Björk (b. 1947) as a new member of the
Board. Dr. Björk has a long career with Alfa Laval where he during the
years 1995-2002 was the Managing Director of Alfa Laval Japan and during
the years 2002-2009 part of Alfa Laval's group management team and
responsible for Mergers & Acquisitions and  new technologies focused on
energy, food, pharma and environment. Since 2009, Dr. Björk is Senior
Advisor and a Director of Tranter, Inc. chairman of Österlens Kraft AB
and Österlens Kraft e.f.. Since 2011,  Dr. Björk is also president for
Sällskapet Lundaakademiker.

Items 15 - Resolution on the nomination committee
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, 2011, 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 2012,
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 0.25 per share. Record
date for dividend is proposed to be Monday, 2 May 2011. Payment of
dividend is estimated to be effectuated by Euroclear Sweden AB on
Thursday 5 May 2011.

Item 16 - 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 17 - Resolutions on a reduction of the share capital through
cancellation of treasury shares and a  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 8,848,632 through cancellation of 8,848,632 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 8,848,632 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. 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
9,556,522.56, 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 18 - 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
2012, 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 7,900,000 shares, in the aggregate (assuming
full conversion of the convertibles and before any re-calculations
according to the conditions of the convertibles). 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 9,9 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 17.

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 19 - Resolution on authorization for the board of directors to
acquire and transfer own shares
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 2012 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.

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 16, 17, 18 and 19 above together
with the auditor's report in accordance with Chapter 8 Section 54 and
Chapter 20 Section 14of 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 Kungsgatan 76 in Uppsala as from Wednesday, April
6, 2011. The above documents will also be sent to shareholders upon
request and will also be available on the company's website
www.biotage.com (http://www.biotage.com/) and at the Meeting. A proxy
form is available at www.biotage.com/fullmakt.

Uppsala in March 2011
Biotage AB (publ)
The board of directors

The information in this press release is of the kind that Biotage AB
(publ) may be required to make public according to the Securities Market
Act and/or Financial Instruments Trading Act. The information was
released for publication at 9.00 am on March 25, 2011.

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
subsidiaries in the US, UK and Japan. Biotage has 272 employees and had
sales of 428.9 MSEK in 2010. Biotage is listed on the NASDAQ OMX Nordic
Stockholm stock exchange.
Website: www.biotage.com (http://www.biotage.com)

Attachments

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