Notice of Annual General Meeting in Biotage AB

Shareholders in Biotage AB are hereby invited to attend the Annual General Meeting, to be held on Thursday, April 26, 2007, 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 a shareholder in the share register maintained by VPC AB on Friday, April 20, 2007, and
b) notify the company of their intention to participate in the General Meeting, no later than Monday, April 23, 2007, 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@eu.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 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 may 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 in 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 no later than on Friday, April 20, 2007, 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 persons to approve the minutes.
5. Determination whether the General 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 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 General Meeting.
13. Resolution on the fees payable to the Board of Directors and the auditors.
14. Election of Board members and potential deputy Board members as well as Chairman of the Board of Directors.
15. Resolution on the Nomination Committee.
16. Resolution on guidelines for compensation for the executive management.
17. Resolution on authorization for the Board of Directors to issue shares and/or convertibles.
18. Resolutions on
(a) adoption of a global employee stock option program, and
(b) authorization for the Board of Directors to issue warrants with the right to subscribe for new shares in relation to the employee stock option program.
19. Closing of the General Meeting.

Item 10 - Proposal for resolution on the appropriation of earnings

The Board of Directors proposes that the accumulated losses amounting to 743.6 MSEK are carried forward.

Items 12-14 - Resolution on the number of Board members and deputy Board members to be elected by the General Meeting, resolution on fees payable to the Board of Directors and auditors and election of Board members and potential deputy Board members as well as Chairman of the Board of Directors

Jeff Bork and Björn Odlander have expressed their wish to resign as Board members. The Nomination Committee of Biotage AB, consisting of Håkan Jansson (Investor AB), Chairman of the Nomination Committee, Eugen Steiner (HealthCap), Mats Thorén (Catella Healthcare Investments) and Ove Mattsson, vice 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 1,400,000 shall be determined for the period up to and including the Annual General Meeting 2008 to be distributed as follows: the Chairman shall receive SEK 400,000 and each of the other Board members elected by the General 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 members SEK 25,000 each.

- Fees payable to the auditors for the period up to and including the Annual General Meeting 2008 shall, as before, be paid against approved account.

- Re-election of Annika Espander, Staffan Lindstrand, Ove Mattsson, Anders Rydin, Bengt Samuelsson, Thomas Eklund and Mathias Uhlén as Board members. Ove Mattsson is proposed as Chairman of the Board of Directors.

- Election of Per-Olof Eriksson and Axel Broms as new Board members.

Per-Olof Eriksson, born in 1938, Master of Engineering, Hon Dr of Technology. He has previously held the positions as CEO and President for Seco Tools AB and Sandvik AB. Per-Olof Eriksson is the Chairman of the Board of Directors for Callans Trä AB, Odlander, Fredriksson & Co AB and Cross Country Systems AB. He is also a member of the Board of Directors for Assa Abloy AB, Elkem AS, Investment AB Öresund, KTH Holding AB, Senea AB, Södersjukhuset AB and AB Volvo. In addition, Per-Olof Eriksson is a member of the Royal Swedish Academy of Engineering Sciences.
Axel Broms, born in 1944, Master of Engineering and a B.A. in Mathematics and Economics. He has previously held positions in the management of LKB Produkter AB and Rexroth Mecman, a division within Rexroth AG. Currently he is conducting his own consultant business. Axel Broms is the Chairman of the Board of Directors in Cellectricon AB and Åmic AB.

Shareholders together representing more than 36 per cent of the voting rights in the company have declared that they intend to vote in favour of the above proposals for resolutions.

For information, the Annual General Meeting in 2004 resolved to elect the auditing company Deloitte AB as the company’s auditor to serve for the period until the end of the Annual General Meeting in 2008.

Items 15 - Resolution on the Nomination Committee

Shareholders together representing more than 36 per cent of the voting rights in the company propose that the General 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, 2007, another three members. The names of such members shall be published no later than six months before the Annual General Meeting 2008. 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 2008, 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 2008, prepare proposals for the election of Chairman and other members of the Board of Directors, the election of auditors, the election of Chairman of the Annual General Meeting, the determination of fees and matters pertaining thereto.

Item 16 - Resolution on guidelines for compensation for the executive management

The Board of Directors’ proposal regarding guidelines for compensation for the executive management

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, share based compensation and severance pay. The Board of Directors may for certain special purposes, if it is motivated by special circumstances, choose to deviate from the guidelines.

CEO – The company’s CEO has an annual fixed yearly income in the amount of SEK 2,000,000 according to his current employment agreement, which is the same fixed yearly income as in 2006. According to his current employment agreement, the company pays pension provisions amounting to 30 per cent of the fixed yearly income. In addition to the fixed yearly income, the CEO may receive a variable income that is maximized to 200 per cent of the fixed yearly income. The variable part of the income is based on that the company reaches certain predetermined results.

The CEO has an undertaking to acquire shares in the company at an aggregate amount of not less than SEK 5,000,000. The company will reimburse the CEO for an amount corresponding with 10 per cent of the acquisition value for shares acquired by the CEO within the interval of SEK 5,000,000 – SEK 8,000,000.

Other members of the executive management – All members of the executive management shall have a market adjusted fixed yearly income and a variable income not exceeding 30 per cent of the fixed yearly income. Pension provisions may not exceed 30 per cent of the fixed yearly income.

Discretionary bonus – The Board of Directors has the possibility to resolve that an additional discretionary bonus shall be paid to the members of the executive management, including the CEO. The conditions for payment of the discretionary bonus shall be of extraordinary character.

Conditions for variable income and performance criteria – The Board of Directors may at its own discretion determine the conditions for payment of variable income as well as if performance criteria shall be tied to the vesting of employee stock options.

Employee stock options – It is proposed that the Board of Directors shall have the possibility to grant employee stock options to the CEO and other members of the executive management. The proposal regarding the adoption of the employee stock option program and the terms and conditions for the program are subject to separate resolutions under item 18 in the notice. It is proposed that the CEO and the other members of the executive management of the group shall be granted not more than 100,000 employee stock options each during the period up and until the Annual General Meeting 2008. In item 18 of the notice it is described that the costs that may arise as a consequence of the employee stock option program – mainly administration costs for the program and social security fees or corresponding taxes – are intended to be covered by the sale of warrants and/or shares subscribed for based on warrants issued specifically for the purpose of the employee stock option program.

Severance pay – Dismissal pay and severance pay for a member of the executive management may not in total exceed an amount equivalent to two fixed yearly salaries.

Item 17 - Resolution on authorization for the Board of Directors to issue shares and/or convertibles

The Board of Directors proposes that the General Meeting adopts a resolution to authorize the Board of Directors to, until the Annual General Meeting 2008, 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 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 8,800,000 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, 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 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 possibility to deviate from the shareholders preferential rights are to facilitate for the company to, in a quick and effective way, 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 convertibles (however before any re-calculations according to the conditions of the convertibles), the dilution effect corresponds to approximately 9 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 of the resolution adopted by the General Meeting in order to fulfil the registration with the Swedish Companies Registration Office (Sw. 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 18 -Resolutions on (a) the adoption of a global employee stock option program and (b) the authorization for the Board of Directors to issue warrants with the right to subscribe for new shares in relation to the employee stock option program.

(a) Proposal for adoption of a global employee stock option program
The Board of Directors proposes that the General Meeting shall resolve to adopt a global employee stock option program, according to which employees of the group can be allocated stock options (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 quoted on the Official List of the Stockholm Stock Exchange during the five trading days immediately preceding the date of allocation, and (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 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 in principle conditional 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 2008 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 2007, (ii) the interim report for the second calendar quarter 2007, (iii) the interim report for the third calendar quarter 2007, and (iv) the year-end-report for the financial year 2007, respectively. The CEO of the company, the other members of the executive management of the group as well as other senior executives may be allocated in total maximum 100,000 stock options each, junior executives in total maximum 10,000 stock options each, other executives and key employees in total maximum 3,600 stock options each and other employees in total maximum 400 stock options each. No employee is guaranteed allocation of employee stock options. The allocation of the employee stock options is decided by the Board of Directors.

The Board of Directors shall in accordance with the above described guidelines have the right to determine the detailed terms of the employee stock option program. The Board of Directors shall thereby have the right to tie performance criteria to the vesting of the employee stock options. The purpose of the proposed employee stock option program is to provide opportunities for motivating, keeping and recruiting skilled employees. The Board of Directors is of the opinion that the adoption 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 not more than 1,000,000 employee stock options during the period up to the Annual General Meeting 2008, and as a consequence that not more than 1,000,000 shares may be transferred to employees within the Biotage group in accordance with the employee stock option program.

A summary of the company’s other share based incentive programs and the dilution effects thereof is presented in the Board of Directors’ complete proposal for resolution.

(b) Proposal for authorization for the Board of Directors to issue warrants with the right to subscribe for 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 to authorize the Board of Directors, at one or several occasions during the period up to the Annual General Meeting 2008, to issue warrants with the right to subscribe for new shares in Biotage principally on the following conditions:
- In total, not more than 1,250,000 warrants shall be issued, whereof in total not more than 250,000 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 the administration of the program and social fees or equivalent taxes. Warrants that are not required to enable delivery of shares under 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 for one new share in Biotage.
- The right to subscribe for not more than 1,250,000 warrants shall, with deviation from the shareholders’ preferential rights, be conferred on a bank, securities broker or similar, alternatively a wholly owned subsidiary to the company, appointed by the Board of Directors, 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 employee stock option program, and to dispose of the warrants and/or shares subscribed for based on warrants in the market in order to cover the costs that may arise as a result of the employee stock option program, mainly costs for administration of the program and social fees or equivalent taxes.
- Subscription for 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 of warrants 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 for 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 under the proposed employee stock option program and to cover certain costs related to the program.
If all warrants are exercised for subscription for new shares, the company’s share capital will increase by SEK 1,250,000, corresponding to a dilution of approximately 1.4 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 Chapter 16 of the Swedish Companies Act, 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 accounting documents and the Auditor’s report will, as well as the Board of Directors’ complete proposals for the resolutions under items 16 and 18 above, be available at the company at the address Kungsgatan 76 in Uppsala as from Thursday, April 12, 2007. 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 2007
Biotage AB (publ)
The Board of Directors