UPPSALA, Sweden, March 31, 2005 (PRIMEZONE) -- Biacore International AB (SSE:BCOR) announces today its decision to invite the shareholders of Biacore International AB to an Annual General Meeting of shareholders on April 28, 2005. A notice of the AGM is attached.
About Biacore
Biacore is a global supplier of systems for protein interaction analysis, an area of increasing importance for scientists in the academic, pharmaceutical, biotechnology and diagnostic markets. The Company's systems generate unique data on the interactions between proteins and other molecules, including small molecules such as drug candidates. During research, development and manufacture, these data give insights into protein functionality, elucidate disease mechanisms and play a key role in the critical decisions needed for efficient development and production of therapeutics.
Biacore's products are used in key areas such as antibody characterization, proteomics, lead characterization, immunogenicity, biotherapeutic development and production. The Company offers a range of products to meet specific application needs. Customers include leading life science research centers, all of the leading global pharmaceutical companies, and a large number of companies in the emerging biotechnology sector.
Biacore also markets food analysis solutions, providing key manufacturers with a system and ready-to-use kits for the determination of food quality and safety.
The company has its own direct sales capability in the world's key markets (United States, Europe, Japan, Australia) and a distribution network in Asia-Pacific. Biacore was founded in 1984 and is listed on the Stockholm Stock Exchange (SSE:BCOR). Biacore is a trademark of Biacore AB.
Further information on Biacore can be found at: www.biacore.com
Cautionary Statement
This press release contains certain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, which, by their nature, involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
This is an unofficial translation of the Swedish original notice. In case of differences between the Swedish version and the English translation, the Swedish version shall prevail
Notice is hereby given to the shareholders in Biacore International AB (publ) on the Annual General Meeting of Shareholders to be held on Thursday, April 28, 2005 at 4.30 p.m. at Horsalen, Museum Gustavianum, Akademigatan 3, Uppsala.
Participation Shareholders who wish to participate in the General Meeting must
-- be recorded in the share register kept by VPC AB (the Swedish
Securities Register Center) on Monday, April 18, 2005 and
-- notify Biacore International AB, Rapsgatan 7, SE-754 50 Uppsala,
Sweden, by telephone +46-18-67 58 00, by fax +46-18-15 01 10
or by e-mail legal@biacore.com, no later than 4 p.m. on Friday,
April 22, 2005. When giving notice of attendance, the shareholder
should state name and personal identity number (date of birth) or
company registration number. The shareholder may be represented
by an authorized representative and may bring one or two
assistants. The shareholder must notify the Company as regards
the number of assistants within the time limit set out above.
Representatives should attach to their notice of attendance
documents verifying their due authorization, such as certificate
of registration for legal entities.
Shareholders whose shares are held in the name of a trustee must temporarily re-register their shares in their own names in order to be entitled to participate in the meeting. Such re-registration must be effected with VPC on Monday, April 18, 2005. The shareholders should notify their trustees in ample time.
Matters to be dealt with at the meeting
Proposed agenda
1. Opening of the Meeting
2. Election of Chairman for the Meeting
3. Preparation and approval of voting list
4. Election of one or two persons to verify the minutes
5. Approval of the agenda
6. Resolution as to whether the Meeting has been duly convened
7. Speech by the managing director and report as regards the work
of the Board and the work within the Board's committees
8. Presentation of the annual report and the auditor's report as
well as the consolidated annual report and the
consolidated auditor's report
9. Resolution as to
a) the adoption of the Profit and Loss Statement and the
Balance Sheet as well as the Consolidated Profit and
Loss Statement and the Consolidated Balance Sheet
b) the allocation of the Company's profit according to the
adopted Balance Sheet
c) discharge from liability for the members of the Board and
the managing director
10. Resolution as to the number of Directors and Deputy Directors
to be elected
11. Resolution as to the remuneration payable to the Board
of Directors
12. Election of Directors and Deputy Directors
13. Resolution as to the remuneration payable to the auditors
14. Proposal for resolution regarding Nomination Committee, etc
15. Conclusion of the Meeting
Item 9b -- Dividends
The Board of Directors proposes that SEK 3 per share be distributed to the shareholders.
The Board proposes May 3, 2005 as record date for the dividend. If the proposal is adopted by the General Meeting, it is estimated that dividends will be distributed on May 9, 2005.
Items 10, 11 and 12 -- Number of Directors, remuneration and election of the Directors
The Nomination Committee established in relation to the General Meeting of Shareholders with the Chairman of the Board of Directors and shareholders representing approximately 44.1 per cent of the votes (Inger Brattne, Pfizer, Stefan Roos, Handelsbanken Fonder and Thomas Ehlin, Nordea's funds), proposes that the number of Directors, elected by the General Meeting of Shareholders, shall be seven with no Deputy Directors, that the Board of Directors receive remuneration totalling SEK 2,000,000 allocated as follows: SEK 500,000 to the Chairman of the Board and SEK 250,000 to other Directors appointed by the General Meeting, that the Directors Lars-Goran Andren, Gordon Edge, Donna Janson, Donald Parfet and Mats Pettersson are re-elected and that Ronald Long and Anders Vedin are elected as new Directors. Donald Parfet shall be appointed Chairman of the Board.
Ronald Long
Mr. Long, born in 1947, has a degree in economics and business administration (BA Hons Economics, DMS) and is the CEO and Chairman of Procognia Limited. Mr. Long is also a board member of several other companies, including KuDOS Pharmaceuticals (Chairman), Pharmagene, The Automation Partnership (Deputy Chairman) and Gyros AB. Mr. Long has previously been the CEO of Amersham Pharmacia Biotech and the Vice Chairman of Nycomed Amersham. Mr. Long does currently not hold any shares in Biacore.
Anders Vedin
Professor Vedin, born in 1942, is an MD and Professor in Management of Medical Technologies at Chalmers University of Technology. Professor Vedin is the Chairman of a number of companies, including Medivir AB, CLC Ltd (U.K.), Arexis AB, Cellartis AB and Resistentia Pharmaceuticals AB and has previously held senior positions within the Astra group. Professor Vedin does currently not hold any shares in Biacore.
Tom Erixon and Marc van Regenmortel have explained that they are not available for re-election.
Lars-Goran Andren has explained that he is not available for re-election as Chairman of the Board.
Item 13 -- Remuneration payable to the auditors
The Nomination Committee proposes that remuneration to the auditors shall be paid on approved account.
Item 14 -- Appointment of members of the nomination committee, etc. The Nomination Committee proposes the following:
The Company shall have a Nomination Committee consisting of one representative for each of the three largest shareholders in the Company with regard to the number of votes held. Should any of the aforementioned owners abstain from participating in the Nomination Committee, the next owner in terms of size shall be asked to participate instead. The names of the three owner representatives and the name of the shareholders they represent shall be announced six months prior to the Annual General Meeting in 2006 and shall be based on the known number of votes in close connection with the announcement. The term of office for the Nomination Committee extends until the earlier of the appointment of a new Nomination Committee and the next Annual General Meeting. Unless the members of the Nomination Committee agree otherwise, the Chairman of the Nomination Committee shall be the member that represents the largest shareholder with regard to the number of votes held.
If one or more shareholders who are represented in the Nomination Committee ceases to belong to the shareholders controlling the largest number of votes, the members appointed by such shareholders shall resign from the Committee and the shareholder or shareholders who have become one of the shareholders controlling the largest number of votes shall be entitled to appoint its representatives. In the absence of imperative reasons, however, no changes shall be made in the composition of the Nomination Committee if merely marginal changes in the number of votes have taken place, or if the changes occur later than two months prior to the Annual General Meeting. Shareholders who are represented in the Nomination Committee shall be entitled to dismiss its representative and appoint a new representative of the Nomination Committee.
The assignment of the Nomination Committee shall be to present proposals to the Annual General Meeting for:
-- Chairman of the Annual General Meeting;
-- Chairman and other members of the Board appointed by the
Annual General Meeting;
-- remuneration to the Board of Directors, distinguishing between
the Chairman of the Board, other members of the Board and
remuneration for committee work;
-- remuneration to the auditors, and
-- election of auditors, if applicable.
If required, the Company shall be able to defray reasonable costs deemed necessary to engage for the due discharge of the Nomination Committee's assignment.
Shareholders who together represent approximately 44.1 per cent of the total number of votes in the Company have announced that they intend to vote for the Nomination Committee's proposals in items 10 -- 14.
Documents Accounts and auditor's report will be available for the shareholders at the Company as from April 14, 2005, at which date the documents will also be available on the Company's home page, www.biacore.com. The documents will also be distributed free of charge to shareholders who request to receive them. The documents will also be available at the General Meeting.
For further information, please contact: Jan Isoz, Investor Relations +46 (0)708 103 117 Erik Wallden, President and CEO +41 79 769 45 42 Scientific/Trade Press Enquiries: Sue Cresswell, Market Communication Director +41 (0) 79710 8311
Program
3 p.m. The doors open 3.30 -- 4 p.m. Lecture: Biacore for better food quality control 4.30 p.m. Start of the Annual General Meeting
Uppsala in March 2005
Biacore International AB (publ) The Board of Directors
This information was brought to you by Waymaker http://www.waymaker.net
The following files are available for download:
http://wpy.waymaker.net/client/waymaker1/WOLReleaseFile.aspx?id=83869&fn=wkr0010.pdf