Notice of an extraordinary meeting of shareholders

NOTICE OF AN EXTRAORDINARY MEETING OF SHAREHOLDERS The shareholders in Perbio Science AB (publ), 556567-0626, are hereby invited to attend an extraordinary general meeting of shareholders on Tuesday, 27 August 2002 at 5 p.m. (Swedish time) at Kongresscenter, Södra Storgatan 11-13 in Helsingborg, Sweden. Right to participate and notification In order to participate in the meeting, shareholders must be registered in the shareholders' register maintained by VPC AB (the Swedish Central Securities Depository and Clearing Organisation) by Friday 16 August 2002 at the latest. Shareholders, who have registered their shares with a bank's trust department or another nominee, must temporarily register their shares in their own name with VPC AB by Friday 16 August 2002 at the latest. Shareholders should request this re-registration of shares with the administrator/trustee in good time prior to this date. Shareholders must notify intended participation to the company no later than Thursday, 22nd of August at 12.00 a.m. (Swedish time): Phone +46 42 26 90 96 or +46 42 26 90 93 Fax +46 42 26 90 98 E-mail info@perbio.com Mail Perbio Science AB, Knutpunkten 35, SE-252 78 Helsingborg, Sweden. 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 to the Company together with the notification. Any representative of a legal entity shall present a copy of the registration certificate of the corresponding authority documents, which shows the authority to sign for the legal entity. The Company will confirm the receipt of note of participation by sending and admission card to be shown at the meeting. Proposed Agenda 1. Election of a chairman for the meeting 2. Establishment and approval of the voting list. 3. Election of one or two individuals to verify the minutes 4. Consideration of whether the meeting has been properly convened 5. Approval of the agenda 6. The board of directors' proposal for a resolution on the introduction of an employee stock option program for employees in the USA, including a resolution to issue the employee stock options and, in order to ensure the purchase of the shares according to the terms and conditions of the option program, a resolution on the issue of a loan with detachable warrants. The board of directors' proposal for a resolution in respect of agenda item 6 The board of directors proposes that the extraordinary meeting of shareholders resolves to issue employee options for employees in the USA in accordance with that which is stated below. Moreover, the board of directors proposes that the extraordinary meeting of shareholders, in consideration of the legal requirement for a majority decision (1987:464) regarding certain directed share issues in listed companies etc., resolve that Perbio Science AB ("the Company") issue promissory notes with detachable warrants for the subscription of new shares in the Company chiefly in line with the below-mentioned terms and conditions. The Company's wholly owned subsidiaries, HyClone Laboratories Inc., Pierce Biotechnology Inc., and Pierce Milwaukee Llc. ("the American subsidiaries"), shall grant a maximum of 210,000 employee stock options. Each employee stock option shall provide the right to the acquisition of one share in the Company, on the basis of the utilisation of a warrant entitling subscription to one new share, at an exercise price per share equal to the subscription price, which is determined as detailed below. The employee options can be exercised during the period from 1 August 2003 to 31 August 2003, inclusive. The employee options will be issued, generally, in line with the American market's usual terms and conditions, which, amongst other things, implies that the employee stock options cannot be transferred and may be exercised only on the condition that the option holder is still in the employ of the Perbio Science group at the time of the utilisation (certain exceptions apply in cases of death or retirement). The proposed employee stock option program shall serve as a compliment to the previously issued program (December 1999) and applies only to employees who have not participated in the latter. Group management is, therefore, not included in the program. It is intended that a maximum 25,000 personal stock options per employee will be granted to approximately 12 leading company officials in the USA. There will be no payment for the granting of the options. With regards to the granting of options to existing leading company officials, this will take place at the time when the subscription price for the warrants is set. The allocation of the remaining employee options may take place up to and including 31 May 2003, to any possible, additional American leading company officials. This will take place, however, only if the subscription price exceeds the actual share price when the options are granted. Furthermore, the board of directors proposes that the extraordinary meeting of shareholders, in order to implement the employee options program described above, resolve to issue promissory notes with detachable warrants for the subscription of new shares, and that it also approve the transfer of the warrants to the employees under the following major terms and conditions: A Promissory notes with a nominal value no greater than SEK 1,000 and with no more than 210,000 detachable warrants for the subscription of new shares shall -for further transfer of the warrants to the employees in accordance with point B below -be issued, with deviation from the shareholders' preferential right, by the Company's wholly-owned subsidiary, Perbio Science Invest AB, Corporate Identity No. 556579-3865 (hereinafter referred to as "the Subsidiary"). The promissory notes shall be issued and paid for by 3 September 2002 at the latest, and shall bear an annual interest of five percent and fall due on 31 December 2002. The promissory notes shall be issued at a price corresponding to their nominal amounts. The basis for determining the issue price is that the issue is undertaken to ensure the obligations arising from the employee stock option program and in order to ensure delivery of the shares in conjunction with the terms and conditions of the employee. Every warrant shall entitle the right to subscription of one new share in the Company during the period from and including the date of issue up to and including 31 August 2003, at a subscription price which is equivalent to 110 percent of the average volume weighted price paid for shares in the Company during the period 28 August 2002 to 3 September 2002 inclusive. The subscription price shall be rounded off to one decimal. The subscription price, as well as the number of shares entitled by each warrant, shall be recalculated in conjunction with new share issues etc., according to the general practice. B The Subsidiary shall, after the issue of promissory notes and detachable warrants, separate the warrants and, subsequently, transfer these free of charge to the American subsidiaries. Upon being informed by the employees that they wish to receive warrants, and on the basis of their holding of options, the American subsidiaries shall transfer the ownership rights of the applicable number of warrants (to the employees) in order to meet the obligation to deliver shares in the Company, on the basis of the exercise of the employee options according to the employee option program. The transfer of the warrants shall, thereby, take place without charge. The board of directors' motivation for deviation from the preferential rights of the shareholders is to be able to be an attractive employer for leading American employees with unique competence within an industry which has a high level of competition as regards recruitment. Furthermore, the board of directors believe that part-ownership in the company increases interest in and, consequently, commitment to its development. Therefore, the board of directors considers that the employee options program is advantageous for the Company and its shareholders. If the right to subscription for new shares is fully utilised, the company's share capital shall increase by SEK 1,050,000 (0.6 percent dilution of share capital and the number of votes). Together with the outstanding warrants from the 1999 program, the maximum dilution amounts to 1.9 percent. The accumulated dilution for warrants issued in the 1999 program and the program proposed herein, in proportion to the number of shares in Perbio Science at the point in time of its listing on the stock exchange, amounts to a maximum of 4.1 percent. As regards the 1999 options program it was resolved at the general meeting of shareholders in December 1999 that 1,870,000 options would be issued for transfer to current and future leading officers of the company. Only 1,332,500 of the proposed options have been transferred. This produces a dilution in the number of shares of Perbio Science at the point of time of its listing on the stock exchange in 1999, of 3.6 percent. Up to and including 30 June 2002, a total of 816,250 of the options had been utilised for the acquisition of shares. A proportion of the remaining outstanding options can be utilised up to and including 1 March 2003 at an subscription price of SEK 47 per share and the remaining can be utilised up to and including 1 September 2003 at an subscription price of SEK 49 per share. The Company's expenses for the employee stock option program are limited primarily to social security contributions. Social security contributions are charged only if the employee options are utilised. The charging of social security contributions is based on the difference between the value of shares in the Company at the time of utilisation of the employee options and the employee options' exercise price. On the basis of current contribution levels, the social security contributions would amount to a maximum of SEK 75,000 kronor if the value of shares in the Company would increase by 15 percent from the determination of the subscription price up to and including the date of exercise and approximately SEK 150,000 if the increase amounts to 20 percent. The Company's profit per share, calculated according to the Swedish Financial Accounting Standards Council's Recommendation No.18, is not influenced by the issue of the options program, as the program is in effect only up to and including August 2003, and the issue price exceeds the actual share price at the point in time of issue, by 10 percent. The extraordinary shareholders' meeting's resolutions on the introduction of the employee stock option program, etc. are valid only if they are supported by at least nine-tenths of both the votes and the number of shares represented at the meeting. The board of directors' proposals for resolutions have been prepared by the board of directors in conjunction with PricewaterhouseCoopers AB as advisors. The board of directors' complete proposal may be obtained from the Company's offices, from Monday 12 August 2002 onwards, and a copy can also be forwarded to shareholders on request. The board of directors' complete proposal is also available on the Company's home page: www.perbio.com Helsingborg, 23 July 2002 The Board of Directors ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2002/07/23/20020722BIT00530/wkr0001.doc http://www.waymaker.net/bitonline/2002/07/23/20020722BIT00530/wkr0002.pdf