Proposal to Biotage's AGM on employee stock options and on authorization

Proposal to Biotage's AGM on employee stock options and on authorization The board of directors of Biotage proposes that the annual general meeting resolves on an issue of employee stock options in accordance with the global stock option programme 2002 and on an authorization of the board of directors to resolve on an issue of detachable warrants in relation to the programme Uppsala, March 25, 2004 At the annual general meeting on 22 April 2002, it was resolved to establish a global stock option programme pursuant to which present and future employees of the group on a yearly basis may be allocated stock options (so-called employee stock options) that confer on the holder a right to acquire shares in the company, to approve that the company issues a maximum of 914,800 employee stock options during the period until the annual general meeting 2005 and to transfer a maximum of 914,800 shares in the company to the employees that exercise employee stock options. The company has so far issued a total of 837,150 employee stock options under the global stock option programme. As per 31 December 2004, there were however only a total of 695,850 employee stock options outstanding, due to the fact that previously allocated options have lapsed when employees have left the group. For this reason and as a consequence of the substantial increase of employees in the group during 2003, following the acquisition of Personal Chemistry and Biotage LLC, the board of directors has decided to propose that the annual general meeting of shareholders on 28 April 2004 resolves on an amendment of the resolution by the annual general meeting on 22 April 2002 in such way that the company shall be entitled to, during the period until next annual general meeting 2005, additionally issue such maximum number of employee stock options which, in accordance with the terms of the global stock option programme, may entail a transfer of a maximum of 914,800 shares in the company to employees. This proposal for resolution does however not result in that the company at any occasion shall be entitled to have more than a total of 914,800 employee stock options outstanding. The proposed amendment does consequently not lead to any additional dilution for the shareholders of the company. The board of directors has further decided, in accordance with what was done in respect of the years 2002 and 2003, to propose that the annual general meeting resolves on an authorization of the board of directors to issue debentures together with a maximum of 195,750 detachable warrants entitling their holders a right to subscribe for a maximum of 195,750 newly issued shares in the company. The reason for the proposed authorization is partly to secure the company's obligation to deliver shares in accordance with the global stock option programme and partly to cover administrative costs and costs for social fees or equivalent taxes that may arise as a result of the programme. The authorization is proposed to apply until the annual general meeting 2005. The right to subscribe for the debentures with detachable warrants shall, with deviation from the shareholders' preferential rights, be conferred on wholly owned companies of the group. By this authorization, all of the company's obligations in relation to the global stock option programme will be able to be secured. In order to secure the company's obligations in relation to the global stock option programme, the company has in accordance with authorizations from annual general meetings 2002 and 2003, issued debentures together with a total of 975,250 detachable warrants for subscription of newly issued shares. If the proposed authorization is fully utilised, a total of 1,171,000 warrants will have been issued in order to secure the company's obligations in relation to the stock option programme, whereby all warrants required for the global stock option programme have been issued. If all 1,171,000 warrants are exercised for the subscription of new shares, the company's share capital will increase with SEK 1,171,000. This does however not result in any additional dilution in relation to the resolution by the annual general meeting on 22 April 2002. The board of directors' complete proposals for resolutions regarding the issue of employee stock options and the authorization to resolve on the issue of detachable warrants will be available at the company and at the company's home page on the Internet, www.biotage.com, as from 14 April 2004. 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 world's 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. 250 employees and had sales of 174 MSEK in 2003. 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 Biotage's 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 Biotage's 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. ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2004/03/25/20040325BIT21390/wkr0006.pdf