Notice of Annual General Meeting

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, 18th April, 2002 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, 8th April, 2002; and notify intended participation at the General Meeting to Perbio Science AB no later than Monday, 15th April, 2002 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 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, 8th April, 2002, 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. This confirmation will also include a detailed description of the most suitable route to Kongresscenter, Helsingborg. 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. Managing Director's report. 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; (b) the appropriation of the Company's profit according to the adopted Balance Sheet as well as Record Dates, in case the General Meeting resolves on dividends; and (c) the Directors' and the Managing Director'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. Election of a nomination committee. 14. Treatment of the proposal by the Board of Directors to authorise the Board of Directors to decide upon a new share issue. 15. Closing of the Meeting. Dividends and Record Dates (item 9 (b) of the agenda) The Board of Directors proposes that no dividends shall be distributed. Election of the Board of Directors (items 10 and 12 of the agenda) Shareholders together representing approximately 19.9 per cent of the shares and the voting rights in the Company have informed the Company that they intend to propose to elect six Directors and to re-elect as members of the Board Håkan Björklund, Mats Fishier, Lars Gatenbeck, Sven Hagströmer, Jörgen Lönngren och Wilhelm Wendt with the intention of electing Sven Hagströmer as Chairman of the Board at the Board Meeting following the General Meeting. Christer Gardell and Lars Förberg have declined re-election. Remuneration to the Board of Directors and the Auditors (item 11 of the agenda) The above mentioned Shareholders propose that a remuneration of totally SEK 600,000 shall be paid to the Directors of the Board and that the Auditors shall be indemnified according to invoice for hours worked. Election of a nomination committee (item 13 of the agenda) Proposal regarding the election of a nomination committee will be announced as soon as possible. Authorisation to the Board of Directors to decide upon a new share issue (item 14 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 proposal regarding the authorisation to the Board of Directors to decide upon new issue of shares will be available at the Company's head office in Helsingborg as from Thursday, 4th April, 2002 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. Helsingborg, March 2002 The Board of Directors FURTHER INFORMATION CEO Mats Fischier tel +46 42 26 90 91 or +46 70 595 18 21 CFO Claes Wenthzel tel +46 42 26 90 92 or +46 70 862 01 22 Perbio Science is a listed (Stockholm Stock Exchange, O-list) Swedish biotechnology company with research institutes, pharmaceutical companies and diagnostics companies as its customers. The USA accounts for the bulk of its business. Perbio Science develops products in the Bioresearch, Cell Culture and Medical Device fields. The group has 1,089 employees and offices in Sweden, the USA and a number of other countries. Its head office is in Helsingborg, Sweden. Further information 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/2002/03/15/20020315BIT00820/wkr0001.doc http://www.waymaker.net/bitonline/2002/03/15/20020315BIT00820/wkr0002.pdf