Notice of Annual General Meeting on 10 April 2003

NOTICE OF ANNUAL GENERAL MEETING The Shareholders of Perbio Science AB (publ) are hereby invited to attend the Annual General Meeting to be held on Thursday, 10th April, 2003 at 5 p.m. (Swedish time) at Kongresscenter, Södra Storgatan 11-13 in Helsingborg, Sweden. Right to participate and Notification. In order to take part in the General Meeting, Shareholders must be registered in the Shareholders' Register maintained by the Swedish Securities Register Centre (VPC AB) on Monday, 31st March, 2003; and notify intended participation at the General Meeting to Perbio Science AB no later than Monday, 7th April, 2003 at 12.00 a.m. (Swedish time) by mail, addressed to Perbio Science AB, att: Annika Hultkrantz, Knutpunkten 34, SE-252 78 Helsingborg, Sweden, by telephone, by calling (00) 46 42-26 90 96 or (00) 46 42-26 90 93, or by e-mail, addressed to info@perbio.com. When notifying the Company the Shareholder should state name, personal code number or organisation registration number, address and telephone number as well as any information regarding proxy and the number of advisors (not more than two) that will be accompanying the Shareholder. Shareholders wishing to vote by proxy should submit a proxy in the original to the Company together with the notification. Any representative of a legal entity shall present a copy of the registration certificate or the corresponding authority documents, which shows the authority to sign for the legal entity. Shareholders who have placed their shares in trust must temporarily re- register the shares in their own names to allow them to participate in the General Meeting. A Shareholder must inform the trustee thereof in good time before Monday, 31st March, 2003, at which date such re-registration must have been executed. The Company will confirm receipt of notice of participation by sending an admission card to be shown at the General Meeting. Matters at the meeting Proposal for agenda 1. Opening of the Meeting. 2. Election of Chairman to preside at the Meeting. 3. Preparation and approval of a voting list. 4. Approval of the agenda. 5. Election of two persons to approve the minutes. 6. Examination of whether the General Meeting has been properly convened. 7. Report of the CEO. 8. Presentation of the Annual Report, the Auditors' Report on the Parent Company, the Consolidated Accounts and the Auditors' Report on the Group. 9. Consideration of resolutions in respect of the following: (a) the adoption of the Parent Company Income Statement, the Parent Company Balance Sheet, the Consolidated Income Statement and the Consolidated Balance Sheet; the appropriation of the Company's profit according to the adopted Balance Sheet as well as Record Dates; and (c) the Directors' and the CEO's discharge from liability. 10. Determination of the number of Directors of the Board. 11. Determination of the fees to the Board of Directors and the Auditors. 12. Election of the Board of Directors. 13. Treatment of the proposal by the Board of Directors to authorise the Board of Directors to decide upon a new share issue. 14. Proposals from the Swedish Shareholders' Association regarding appointment of a Nomination Committee; instruction to the Board of Directors to adopt a Remuneration Committee; and instruction to the Board of Directors to adopt an Audit Committee. 15. Closing of the Meeting. Dividends and Record Dates (item 9 (b) of the agenda) The Board of Directors proposes that a dividend of SEK 1.50 per share be declared. As record date for the dividend, the Board of Directors proposes Tuesday, 15th April, 2003. If the General Meeting so resolves, the dividend is expected to be distributed by VPC AB on Tuesday, 22nd April, 2003. Election of the Board of Directors (items 10, 11 and 12 of the agenda) The Nomination Committee established before the Annual General Meeting in 2003, which consists of Björn Lind, representing SEB Fonder, Bo Selling, representing AMF Pension, and Mats Qviberg, representing Investment AB Öresund, with the Chairman of the Board Mats Fischier as convener and co-opted member, has made the following proposals: - Seven Directors without any deputy members. - To re-elect as members of the Board Håkan Björklund, Mats Fischier, Lars Gatenbeck, Jörgen Lönngren and Wilhelm Wendt and to elect as new members of the Board Leland G. Foster and Caroline Sundewall. Sven Hagströmer has declined re-election. - Remuneration of totally SEK 1.000.000 to be paid to the Directors of the Board, to be distributed among the Directors according to the decision of the Board of Directors, with the reservation that remuneration shall not payable to employees in the Perbio Science Group. - The Auditors shall be indemnified according to invoice for hours worked. Caroline Sundewall, born 1958, works as a independent consultant and is a Board member in TeliaSonera AB, Strålfors AB and Lifco AB. Leland G. Foster, born 1946, is since November 1, 2002, the CEO of Perbio Science AB. Authorisation to the Board of Directors to decide upon a new share issue (item 13 of the agenda) With the intention of enabling the Board of Directors to put fresh capital into the Company for its future expansion and to be able to use the shares of the Company as payment upon acquisition of companies, the Board of Directors propose that the General Meeting authorises the Board of Directors to decide, at one or several occasions during the period until the next Annual General Meeting and by deviation of the Shareholders' preferential rights, to increase the Company's share capital by new issue of shares with no more than ten (10) percent of the total number of issued shares at the time for the General Meeting. The grounds for the share issue price shall be an evaluation of the market value of the shares. Payment for the newly issued shares can be made in cash, in kind or through set-off of claims against the Company. The Board of Directors shall be entitled to decide the detailed terms and conditions of the issue. Documents The Accounts and the Auditor's Reports, as well as the complete account of the Board of Directors proposals under item 13 of the agenda will be available at the Company's head office in Helsingborg as from Thursday, 27th March, 2003 for those Shareholders who wish to examine them. A copy of the aforesaid documents will also be sent upon request to Shareholders stating their postal address and will also be available at the General Meeting. Welcome! Helsingborg, March 2003 The Board of Directors [REMOVED GRAPHICS] Further information Leland G Foster, CEO phone +1 435 757 6432 or Claes Wenthzel, Vice President & CFO phone: +46 42 26 90 92 or +46 70 862 01 22 Perbio Science AB is a listed Swedish biotech company with research institutions, pharmaceutical companies and diagnostic companies as its customers. The USA accounts for the bulk of its business. Perbio Science supplies products, systems and services for the study and production of proteins and develops products in the Bioresearch, Cell Culture and Medical Device fields. The group has 1,266 employees and offices in Sweden, the USA and a number of other countries. Its head office is in Helsingborg, Sweden. More information regarding Perbio Science can be found at www.perbio.com. ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2003/03/10/20030310BIT00090/wkr0001.doc http://www.waymaker.net/bitonline/2003/03/10/20030310BIT00090/wkr0002.pdf

Subscribe