SOURCE: Basilea Pharmaceutica AG

February 26, 2008 01:33 ET

Basilea invites shareholders to its Ordinary General Meeting 2008

BASEL, SWITZERLAND--(Marketwire - February 26, 2008) - Basilea Pharmaceutica Ltd. (SWX: BSLN) invites its shareholders to the Ordinary General Meeting of Shareholders to be held on Wednesday, March 19, 2008.

Agenda and proposals of the Board of Directors

1.    Annual report, financial statements and consolidated financial
      statements 2007
      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
      2007.

2.    Appropriation of the results
      The Board of Directors proposes to carry forward the
      accumulated loss of CHF 119,618,811 and the release of CHF
      28,426,014 from legal reserve to free reserve as well as
      offsetting the free reserve with the accumulated loss in the
      amount of CHF 119,618,811.

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 reelection of Dr. Anthony
      Man (CEO) and Mr. Ronald Scott (CFO) to the Board of Directors,
      each for a three-year term. The Board of Directors also
      proposes the reelection of Dr. Walter Fuhrer, Prof. Daniel Lew
      and Prof. van Brummelen to the Board of Directors, each for a
      one-year term. In addition, the Board of Directors proposes the
      election of Mr. Steve Skolsky to the Board of Directors for a
      three-year term. Mr. Steve Skolsky is currently President and
      CEO of Sequoia Pharmaceuticals, Inc., USA.

5.    Election of the Statutory Auditors and the Group Auditors
      The Board of Directors proposes the reelection of
      PricewaterhouseCoopers AG, Basel, as statutory auditors and
      group auditors for the business year 2008.

6.    Implementation of a Holding Structure and Change of the Art 2
      of the Articles of  Incorporation
      The Board of Directors proposes the implementation of a holding
      structure and to change Article 2 of the Articles of
      Incorporation. In order for Basilea to provide an adequate
      corporate group structure for the future commercialization of
      its products, Basilea Pharmaceutica Ltd. shall be converted
      into a holding company by transferring assets and liabilities
      and operations into a new 100% owned subsidiary, domiciled in
      Basel. The proposed corporate group structure provides higher
      flexibility and enables a potential reduction in liability
      risk. The transfer of assets and liabilities shall occur in
      accordance with Article 69ss. of the Merger Law. Basilea
      Pharmaceutica Ltd.'s participations in its subsidiaries shall
      not change. The proposed amendment of Article 2 of the Articles
      of Incorporation reflects the proposed conversion of Basilea
      Pharmaceutica Ltd. into a holding company.

The invitation with the detailed agenda and proposals will be published in the Swiss Official Commercial Gazette (Schweizerisches Handelsamtsblatt) on February 26, 2008 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 March 7, 2008. 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 2008 will be held on Wednesday, March 19, 2008, at 3 p.m. at the "Auditorium" of the Hotel Hilton, Aeschengraben 31, in Basel, Switzerland.

Annual Report 2007

The Annual Report 2007 is available on the company's website at http://www.basilea.com.

About Basilea

Basilea Pharmaceutica Ltd. is an integrated biopharmaceutical company headquartered in Basel, Switzerland, listed on the SWX Swiss Exchange (SWX: BSLN). The company focuses on the discovery, development and commercialization of innovative medicines to satisfy high medical and patient needs in the hospital and specialty pharmaceutical setting. Basilea has a diversified product pipeline including novel treatments for resistant bacterial infections, systemic fungal infections and severe skin diseases. The portfolio comprises three late-stage product candidates and substantial earlier stage programs. Basilea is currently building its sales and marketing organization in the U.S. and major European markets to promote alitretinoin and co-promote ceftobiprole subject to approval.

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.

For further information, please contact:

+-----------------------------------------------------------------+
| General Information        | Investor Relations                 |
|----------------------------+------------------------------------|
| information@basilea.com    | Dr. Barbara Zink                   |
|                            | investor_relations@basilea.com     |
+-----------------------------------------------------------------+

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

The press release can also be downloaded from the following link:

Press release (PDF): http://hugin.info/134390/R/1194988/242250.pdf


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