Basilea Invites Shareholders to its Ordinary General Meeting 2007


BASEL, Switzerland, Feb. 7, 2007 (PRIME NEWSWIRE) -- Basilea Pharmaceutica Ltd. (SWX:BSLN) invites its shareholders to the Ordinary General Meeting of Shareholders to be held on Wednesday, March 7, 2007.

The agenda and proposals of the Board of Directors to Basilea's shareholders are as follows:



 1. Annual report, financial statements and consolidated financial
 statements 2006.
 The Board of Directors proposes the approval of the annual report,
 financial statements and consolidated financial statements of
 Basilea Pharmaceutica Ltd. for the business year 2006.

 2. Appropriation of the results
 The Board of Directors proposes to carry forward the accumulated
 loss of CHF 79,219,144, and the release of CHF 170,411,941 from
 legal reserve to free reserve as well as offsetting an amount of
 CHF 79,219,144 from free reserve with the accumulated loss.

 3. Release of the members of the Board of Directors and of Management
 The Board of Directors proposes the release of the members of the
 Board of Directors and of Management.

 4. Election to the Board of Directors
 The Board of Directors proposes the re-election of Mr. Werner
 Henrich (Chairman), Dr. Andreas Wicki (Vice-Chairman) and the
 election of Mr. Claude Schreiner to the Board of Directors, each
 for a three-year term. Mr. Schreiner is currently Head of Western
 European Pharma Operations at F. Hoffmann-La Roche Ltd.

 5. Election of the Statutory Auditors and the Group Auditors
 The Board of Directors proposes the re-election of
 PricewaterhouseCoopers AG, Basel, as statutory auditors and group
 auditors for the business year 2007.

 6. Extension of term of the authorized share capital and increase by
 CHF 1.5 million (Article 3b, para. 1 and 4 of the Articles of
 Incorporation)
 The Board of Directors proposes to extend the terms of the currently
 authorized share capital of CHF 540,000 for another two years, i.e.
 until March 7, 2009. In addition, the Board of Directors proposes to
 increase the authorized capital by CHF 1,500,000 to a new total of CHF
 2,040,000. If approved, the authorized share capital of CHF 1,500,000
 million may provide access to additional financial resources in the
 future for establishing an international sales and marketing
 organization in order to successfully commercialize its products and
 to quickly respond to strategic opportunities that may arise. The
 proposed amendment includes the possibility of the Board to exclude
 the preferential subscription rights of the existing shareholders in
 case of an increase of the capital out of the authorized share capital
 and limit it to the already existing amount of up to CHF 540,000.

 7. Increase of the conditional share capital by CHF 1.0 million
 (Article 3a, para. 1)
 The Board proposes to increase the conditional share capital by CHF
 1,000,000 consisting of one million registered shares with a par value
 of CHF 1 per share to a maximum amount of CHF 2,594,635 to enable
 Basilea to continue, according to the option plan of the Company and
 its subsidiaries, to offer competitive employment conditions and to
 ensure the equal treatment of new employees. The preferential
 subscription right of the shareholders is thereby withdrawn.

The invitation with the detailed agenda and proposals will be published in the Swiss Official Commercial Gazette (Schweizerisches Handelsamtsblatt) on February 7, 2007 and will be distributed to all registered shareholders.

Right to participate

Entitled to participate and exercise their voting rights are shareholders and usufructuaries who are recorded in the share register with voting rights on February 23, 2007. Admission cards can be ordered from the Share Transfer Office of Basilea Pharmaceutica Ltd., c/o S A G SIS Aktienregister AG, Postfach, CH-4609 Olten. The Ordinary General Meeting of Shareholders 2007 will be held on Wednesday, March 7, 2007, at 2 p.m. at the "Auditorium" of the Hotel Hilton, Aeschengraben 31, in Basel, Switzerland.

Annual Report 2006

The Annual Report 2006 is available on the company's website at http://www.basilea.com.

About Basilea

Basilea Pharmaceutica Ltd. is an independent biopharmaceutical company headquartered in Basel, Switzerland, and listed on the SWX Swiss Exchange (SWX:BSLN). Basilea's fully integrated research and development operations are currently focused on new antibacterial and antifungal agents to fight drug resistance and on the development of dermatology drugs. Basilea's products are targeted to satisfy high medical and patient needs in the hospital and specialty care setting. The company owns a diversified portfolio including three investigational drugs in phase III clinical development. Basilea is building a sustainable hospital and specialty pharmaceutical business. The company is integrating commercialization into its organization, in a first step through co-promoting ceftobiprole.

Disclaimer

This communication expressly or implicitly contains certain forward-looking statements concerning Basilea Pharmaceutica Ltd. and its business. Such statements involve certain known and unknown risks, uncertainties and other factors, which could cause the actual results, financial condition, performance or achievements of Basilea Pharmaceutica Ltd. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Basilea Pharmaceutica Ltd. is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.

This press release can be downloaded from www.basilea.com

The press release can also be downloaded from the following link: http://hugin.info/134390/R/1102779/197532.pdf


            

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