Edgar Filing: CAMBREX CORP

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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(as permitted by Rule 14a-6(e)(2))
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[ ] Soliciting Material Pursuant to Section 240.14a-12

CAMBREX CORPORATION
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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(CAMBREX LOGO)

CAMBREX CORPORATION

March 31, 2005

Dear Stockholder,

You are cordially invited to attend the Annual Meeting of Stockholders of
Cambrex Corporation. This year's meeting will be held on Thursday, April 28, at
1:00 P.M. in the Seminar Room at the Sheraton Meadowlands Hotel, Two Meadowlands
Plaza, East Rutherford, New Jersey. Your Board of Directors and management look
forward to greeting personally those shareholders that are able to attend.

At this year's meeting, there are the election of four directors and the
ratification of the Company's auditors, PricewaterhouseCoopers LLP.

Your vote is important. Whether you plan to attend the meeting or not,
please complete the enclosed proxy card and return it as promptly as possible.
The enclosed proxy card contains instructions regarding voting. If you attend
the meeting, you may continue to have your shares voted as instructed in the
proxy, or you may withdraw your proxy at the meeting and vote your shares in
person.

Sincerely,

James A. Mack
Executive Chairman

(CAMBREX LOGO)

CAMBREX CORPORATION

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 28, 2005

Notice Is Hereby Given that the 2005 Annual Meeting of Stockholders of
Cambrex Corporation (the "Company") will be held in the Seminar Room at the
Sheraton Meadowlands Hotel, Two Meadowlands Plaza, East Rutherford, New Jersey
on April 28, 2005, at 1:00 P.M., for the following purposes:

1. to elect four (4) directors in Class III to hold office until the 2008 Annual
Meeting of Stockholders and until their successors shall be elected and
qualified; and

2. to consider and act upon the ratification of the appointment of
PricewaterhouseCoopers LLP as independent accountants for 2005; and

3. to transact such other business as may properly come before the meeting or
any adjournment thereof.

Only stockholders of record of Common Stock of the Company at the close of
business on March 15, 2005, will be entitled to vote at the meeting. The list of
such stockholders will be available for inspection by stockholders during the
ten days prior to the meeting in accordance with Section 219 of the Delaware
General Corporation Law at the offices of American Stock Transfer and Trust
Company, 6201 15th Avenue, Brooklyn, New York 11219. Stockholders may make
arrangements for such inspection by contacting Peter E. Thauer, Senior Vice
President, General Counsel & Secretary, Cambrex Corporation, One Meadowlands
Plaza, East Rutherford, New Jersey 07073.
By order of the Board of
Directors,

Peter E. Thauer,
Secretary

March 31, 2005

THE VOTE OF EACH STOCKHOLDER IS IMPORTANT.
PLEASE DATE AND SIGN THE ACCOMPANYING PROXY CARD AND PROMPTLY
RETURN IT IN THE POSTAGE PAID ENVELOPE PROVIDED.

CAMBREX CORPORATION

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2005 ANNUAL MEETING OF
STOCKHOLDERS
PROXY STATEMENT

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PROXY SOLICITATION

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Cambrex Corporation (the "Company") for use
at the 2005 Annual Meeting of Stockholders to be held on April 28, 2005, and at
any adjournment of the meeting. The address of the Company's principal executive
office is One Meadowlands Plaza, East Rutherford, New Jersey 07073. This Proxy
Statement and the form of proxy are being mailed to stockholders commencing on
or about March 31, 2005.

The costs of soliciting proxies will be borne by the Company. Brokerage
houses, banks, custodians, nominees and fiduciaries are being requested to
forward the proxy material to beneficial owners, and their reasonable expenses
therefore will be reimbursed by the Company. Solicitation will be made by mail
and also may be made personally or by telephone or telegraph by the Company's
officers, directors and employees without special compensation for such
activities.

REVOCABILITY AND VOTING OF PROXY

A proxy given by a stockholder may be revoked at any time before it is
exercised by giving another proxy bearing a later date or by notifying the
Company in writing of such revocation or by a vote in person at the Annual
Meeting. The execution of a proxy will not affect a stockholder's right to
attend the Annual Meeting and vote in person, but attendance at the Annual
Meeting will not, by itself, revoke a proxy. Properly executed proxies received
by the Company will be voted in accordance with the instructions indicated
thereon and if no instructions are indicated, will be voted for the election of
the four nominees for director named herein, and in favor of the selection of
PricewaterhouseCoopers LLP as independent accountants for the Company. The
Company knows of no reason why any of the nominees named herein would be unable
to serve for the terms indicated. In the event, however, that any such nominee
should, prior to the election, become unable to serve as a director, unless the
Board of Directors decides to decrease the size of the Board, the proxy will be
voted for such substitute nominee as the Board of Directors shall propose.

The Board of Directors knows of no matters to be presented at the meeting
other than those set forth in the foregoing Notice of Annual Meeting. The Proxy
Card conveys discretionary authority to vote on any other matter not presently
known by management that may properly come before the Annual Meeting. If other
matters properly come before the meeting, the persons named in the accompanying
form of proxy intend to vote the shares subject to such proxies in accordance
with their best judgment.

RECORD DATE AND VOTING RIGHTS

The Company has only one class of voting securities, Common Stock, par
value $0.10 ("Common Stock"). Only holders of Common Stock of the Company of
record at the close of business on March 15, 2005, will be entitled to vote at
the meeting. On such record date there were outstanding and entitled to vote
26,398,421 shares of Common Stock and each such share is entitled to one vote.

PRINCIPAL STOCKHOLDERS

The following sets forth information with respect to the only persons of
which the Company is aware as of February 15, 2005, who may be deemed to
beneficially own more than 5% of the outstanding Common Stock of the Company:

NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS BENEFICIALLY OWNED(1) CLASS(2)
---------------- --------------------- -----------

Capital Research and Management Company................ 2,600,000(3) 9.9%
333 South Hope Street
Los Angeles, California 90071
Barclays Global Investors NA........................... 2,289,706(4) 8.77%
45 Fremont Street
San Francisco, CA 94105
Kornitzer Capital Management, Inc. .................... 1,524,200(5) 5.84%
5420 West 61st Place
Shawnee Mission, KS 66205

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(1) Unless otherwise indicated (a) share ownership is based upon information
furnished as of February 15, 2005, by the beneficial owner, and (b) each
beneficial owner has sole voting and investment power with respect to the
shares shown.

(2) For the purpose of this table, the percent of issued and outstanding shares
of Common Stock of the Company held by each beneficial owner has been
calculated on the basis of (i) 26,396,321 shares of Common Stock issued and
outstanding (excluding treasury shares) on February 15, 2005, and (ii)
23,922 shares still to be issued in connection with the 1993 conversion of
the Company's 9% Convertible Subordinated Notes.

(3) In a Schedule 13G under the Securities Exchange Act of 1934 dated February
9, 2005 and filed by Capital Research and Management Company ("Capital"),
Capital reported that it has sole dispositive power over 2,600,000 shares.
The shares reported on Capital's Schedule 13G are reported beneficially
owned as a result of acting as investment adviser to various investment
companies registered under Section 8 of the Investment Act of 1940.

(4) In a Schedule 13G under the Securities Exchange Act of 1934 dated February
14, 2005 and filed by Barclays Global Investors NA ("Barclays"), Barclays
reported that it has sole dispositive power over 2,289,706 shares and sole
voting power over 2,136,858 shares held by Barclays in trust accounts for
the economic benefit of the beneficiaries of those accounts.

(5) In a Schedule 13G under the Securities Exchange Act of 1934 dated February
7, 2005 and filed by Kornitzer Capital Management, Inc. ("Kornitzer"),
Kornitzer reported that it is the beneficial owner of 1,524,200 shares and
has shared voting and dispositive power over the shares. The shares reported
on Kornitzer's Schedule 13G are reported beneficially owned as a result of
acting as an investment adviser for the accounts of other persons who have
the right to receive, and the power to direct the receipt of, dividends
from, or the proceeds from the sale of the shares.

COMMON STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The following table gives information concerning the beneficial ownership
of the Company's Common Stock on February 15, 2005, by (i) each director and
nominee for election as a director, (ii) each of the executive officers named in
the Summary Compensation Table (below) and (iii) all directors and executive
officers of the Company as a group.

SHARES
BENEFICIALLY PERCENT OF
BENEFICIAL OWNERS OWNED(1) CLASS(2)
----------------- ------------ ----------

Rosina B. Dixon, M.D. ............................. 30,346(3) *
Roy W. Haley....................................... 22,094(4) *
Kathryn Rudie Harrigan............................. 29,885(3) *
Leon J. Hendrix, Jr. .............................. 33,027(5) *
Ilan Kaufthal...................................... 45,108(3) *
William B. Korb.................................... 21,907(6) *
Robert LeBuhn...................................... 31,280(7) *
John R. Leone...................................... 111,662(8) *
James A. Mack...................................... 847,380(9) 3.20%
John R. Miller..................................... 20,273(10) *
Peter Tombros...................................... 12,961(11) *
N. David Eansor.................................... 18,852(12) *
Luke M. Beshar..................................... 146,536(13) *
Steven M. Klosk.................................... 312,685(14) 1.18%
Gary L. Mossman.................................... 135,017(15) *
All Directors and Executive Officers as a group (20
Persons)......................................... 2,319,852(16) 8.78%

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* Beneficial Ownership is less than 1% of the Common Stock outstanding

(1) Except as otherwise noted, reported share ownership is as of February 15,
2005. Unless otherwise stated, each person has sole voting and investment
power with respect to the shares of Common Stock he or she beneficially
owns.

(2) For the purpose of this table, the percent of issued and outstanding shares
of Common Stock of the Company held by each beneficial owner has been
calculated on the basis of (i) 26,396,321 shares of Common Stock issued and
outstanding (excluding treasury shares) on February 15, 2005, (ii) all
shares of Common Stock subject to stock options which are held by such
beneficial owner and are exercisable within 60 days of February 15, 2005,
and (iii) 23,922 shares still to be issued in connection with the 1993
conversion of the Company's 9% Convertible Subordinated Notes.

(3) The number of shares reported includes 18,500 shares issuable upon exercise
of options granted under the Company's 1994, 1996 and 2001 Stock Option
Plans.

(4) The number of shares reported includes 14,000 shares issuable upon exercise
of options granted under the Company's 1994, 1996 and 2001 Stock Option
Plans and 8,094 share equivalents held at February 15, 2005 in the
Company's Directors' Deferred Compensation Plan.

(5) The number of shares reported includes 18,500 shares issuable upon exercise
of options granted under the Company's 1994, 1996 and 2001 Stock Option
Plans and 11,527 share equivalents held at February 15, 2005 in the
Company's Directors' Deferred Compensation Plan.

(6) The number of shares reported includes 14,000 shares issuable upon exercise
of options granted under the Company's 1994, 1996 and 2001 Stock Option
Plans, 1,000 shares held by a family member for which beneficial ownership
of such shares is disclaimed, and 6,907 share equivalents held at February
15, 2005 in the Company's Directors' Deferred Compensation Plan.

(7) The number of shares reported includes 18,500 shares issuable upon exercise
of options granted under the Company's 1994, 1996 and 2001 Stock Option
Plans and 12,484 share equivalents held at February 15, 2005 in the
Company's Directors' Deferred Compensation Plan.

(8) The number of shares reported includes 111,461 restricted stock units and
201 shares held at December 31, 2004 in the Company's Savings Plan.

(9) The number of shares reported includes 287,817 shares issuable upon
exercise of options granted under the Company's Stock Option Plans, 32,419
restricted stock units, 93,769 share equivalents held at February 15, 2005
in the Company's Deferred Compensation Plan, 2,875 shares held at December
31, 2004 in the Company's Savings Plan and 150,000 Incentive Appreciation
Units (see Management Contracts and Programs). 914 shares held by a family
member are included and beneficial ownership of such shares is disclaimed.

(10) The number of shares reported includes 14,000 shares issuable upon exercise
of options granted under the Company's 1996, 1998 and 2001 Stock Option
Plans.

(11) The number of shares reported includes 8,000 shares issuable upon exercise
of options granted under the Company's 1996 and 2001 Stock Option Plans and
3,961 share equivalents held at February 15, 2005 in the Company's
Directors' Deferred Compensation Plan.

(12) The number of shares reported includes 9,875 shares issuable upon exercise
of options granted under the Company's Stock Option Plans, 6,298 restricted
stock units and 1,240 shares held at December 31, 2004 in the Company's
Savings Plan.

(13) The number of shares reported includes 134,875 shares issuable upon
exercise of options granted under the Company's Stock Option Plans, 11,072
restricted stock units and 589 shares held at December 31, 2004 in the
Company's Savings Plan.

(14) The number of shares reported includes 229,042 shares issuable upon
exercise of options granted under the Company's Stock Option Plans, 10,417
restricted stock units, 7,104 shares held at December 31, 2004 in the
Company's Savings Plan, and 48,477 share equivalents held at February 15,
2005 in the Company's Deferred Compensation Plan.

(15) The number of shares reported includes 109,458 shares issuable upon
exercise of options granted under the Company's Stock Option Plans, 7,619
restricted stock units and 761 shares held at December 31, 2004 in the
Company's Savings Plan.

(16) The number of shares reported includes 1,359,258 shares issuable upon
exercise of options that are currently exercisable or will become
exercisable within 60 days, 205,438 restricted stock units, 19,453 shares
held at December 31, 2004 in the Company's Savings Plan, 42,973 share
equivalents held at February 15, 2005 in the Director's Deferred
Compensation Plan and 222,663 share equivalents held at February 15, 2005
in the Company's Deferred Compensation Plan. Shares held by immediate
family members are not included and beneficial ownership of such shares is
disclaimed.

BOARD OF DIRECTORS

The Board of Directors is responsible for directing the management of the
business and affairs of the Company. The Board holds regular meetings five times
each year and holds additional special meetings as required. During 2004 the
Board held eight meetings.

Non-management directors have regularly scheduled executive sessions in
which they meet without the presence of members of management. These executive
sessions occur before or after each regularly scheduled meeting of our Board and
may also occur in conjunction with special meetings. The Lead Director of these
executive sessions is John R. Miller.

Our Board has affirmatively determined, after considering all of the
relevant facts and circumstances, that all of the directors, other than James A.
Mack, John R. Leone and as of January 2005, Ilan Kaufthal, are independent from
our management under the standards set forth in the Company's Independence
Standards for Directors, which was adopted by the Board in January 2004 and is
attached to this proxy statement as Exhibit 1. This means that none of the
independent directors have any direct or indirect material relationship with the
Company, either directly or as a partner, stockholder or officer of an
organization that has a relationship with us. As a result, the Company has a
majority of independent directors on our Board as required by the listing
standards of the New York Stock Exchange.

The Board has established four standing committees: the Audit Committee,
the Compensation Committee, the Governance Committee and the Regulatory Affairs
Committee.

The Audit Committee, comprised of four independent directors, appoints
(subject to shareholder ratification) the accounting firm to act as the
independent accountants for the Company, approves all fees of the independent
auditor, consults with the accounting firm concerning the scope of the audit,
reviews the audit results and reviews the Company's internal financial controls
and procedures with the independent accountants and with members of management.
The charter of the Audit Committee has been adopted by the Committee and
approved by the Board and is available on the Company's website
(www.cambrex.com). All of the members of the Audit Committee are independent
within the meaning of SEC regulations, the listing standards of the New York
Stock Exchange and the Company's Independence Standards for Directors. The Audit
Committee held eleven meetings in 2004.

The Compensation Committee, during 2004 was comprised of four independent
directors, oversees the Company's executive compensation programs and policies
and administers the Company's Stock Option and Incentive Plans. The charter of
the Compensation Committee which has been adopted by the Committee and approved
by the Board is available on the Company's website (www.cambrex.com). All of the
members of the Compensation Committee are independent within the meaning of the
listing standards of the New York Stock Exchange and the Company's Independence
Standards for Directors. The Compensation Committee held eight meetings in 2004.

The Regulatory Affairs Committee, comprised of three independent directors,
oversees the Company's compliance with Food and Drug Regulations, environmental
and safety affairs. The Regulatory Affairs Committee held four meetings during
2004.

The Governance Committee, during 2004 was comprised of four independent
directors, is responsible for reporting to the Board of Directors concerning its
evaluation of the performance of the Chief Executive Officer, individual
directors and the Board as a whole. The Governance Committee makes
recommendations to the Board of Directors concerning nominees for election to
the Board at Annual Shareholder Meetings and candidates for newly created
directorships and vacancies on the Board. The charter of the Governance
Committee which has been adopted by the Committee and approved by the Board is
available on the Company's website (www.cambrex.com). All of the members of the
Governance Committee are independent within the meaning of the listing standards
of the New York Stock Exchange and the Company's Independence Standards for
Directors. The Governance Committee held three meetings in 2004.

Under the retirement policy for non-employee directors established by the
Board of Directors in 1989, a non-employee director (other than incumbent
directors when the policy was adopted) must not have attained

age 72 at the time of election and may not serve as a director beyond the Annual
Meeting next following such person's 72nd birthday.

CONSIDERATION OF DIRECTOR NOMINEES

Stockholder Nominees

The Governance Committee will consider nominees recommended by
stockholders. Such recommendations for the 2006 Annual Meeting should be sent to
the Corporate Secretary of the Company not later than January 22, 2006, and
should include such information as specified in the Company's By-Laws.

Director Qualifications

The Company's Corporate Governance Guidelines which are available on the
Company's website (www.cambrex.com), set forth Board membership criteria. Under
these criteria, members of the Board should possess the highest personal and
professional ethics, integrity and values, and be committed to representing the
long-term interests of the shareholders. Their skills and backgrounds should
include, among other things, experience in making decisions, a track record of
competent judgment, the ability to function rationally and objectively, and
experience in different businesses and professions. Directors must be willing to
devote sufficient time to carrying out their duties and responsibilities
effectively, and should be committed to serve on the Board for an extended
period of time. Directors should not serve on more than four other boards of
public companies in addition to the Cambrex Board. Current positions in excess
of these limits may be maintained unless the Board determines that doing so
would impair the director's service on the Cambrex Board.

Identifying and Evaluating Nominees for Directors

The Governance Committee utilizes a variety of methods for identifying and
evaluating nominees for director. The Governance Committee regularly assesses
the appropriate size of the Board, and whether any vacancies on the Board are
expected due to retirement or otherwise. In the event that vacancies are
anticipated, or otherwise arise, the Governance Committee considers various
candidates for director. Candidates may come to the attention of the Governance
Committee through current Board members, professional search firms, shareholders
or other persons. These candidates are evaluated at regular or special meetings
of the Governance Committee, and may be considered at any point during the year.
As described above, the Governance Committee considers properly submitted
shareholder nominations for candidates for the Board. In addition to the
standards and qualifications set out in the Company's Corporate Governance
Guidelines, the Governance Committee also considers such other relevant factors
as it deems appropriate, including the current composition of the Board, the
balance of management and independent directors, the need for Audit Committee
expertise and the evaluations of other prospective nominees. There are no
differences in the manner in which the Governance Committee evaluates nominees
for director based on whether or not the nominee is recommended by a
shareholder.

COMPENSATION OF DIRECTORS

During 2004 the Company paid each non-employee director of the Company an
annual fee of $23,000, as well as $1,000 for each Board, Committee and
Stockholders' Meeting attended, except that the Chairmen of the Compensation,
Audit, Regulatory Affairs and Governance Committees received $1,500 for each
Committee meeting chaired. In 1995 the Board adopted a policy that a minimum of
one-half of Board fees shall be paid in Company Common Stock, and that each
director, within three years after joining the Board, shall have acquired an
amount of Company Common Stock equal in value to the annual Board retainer.
Directors also receive reimbursement for expenses incurred in connection with
meeting attendance. Employees of the Company who are also directors are not paid
any separate fees for acting as directors.

At its meeting on January 21, 2004, the Governance Committee agreed and
later that day the Board approved an additional retainer of $5,000 per year for
the Chairman of the Audit Committee, and an increase to $1,500 in the per Board
meeting fee payable to the Lead Director.

In 1995, the Board adopted a Non-Employee Directors' Deferred Compensation
Plan permitting non-employee Directors to defer receipt of Board fees including
Company Common Stock otherwise issuable in payment of Board fees beginning with
fees payable after January 1, 1996.

In January 2001 the Board of Directors adopted the 2001 Performance Stock
Option Plan (the "2001 Plan") which was approved by shareholders at the 2001
Annual Meeting of Stockholders. Pursuant to the terms of the Non-Employee
Director Program of the 2001 Plan, each new, non-employee director shall be
awarded an option to purchase 2,000 shares of the Company's Common Stock upon
election as a director. The 2001 Plan further provides that each non-employee
director will receive a grant of options to purchase 2,000 shares of Common
Stock at the first meeting of the Board of Directors following each Annual
Meeting of Stockholders of the Company. Each such option will have a per share
exercise price equal to the fair market value of the Company's Common Stock on
the date of grant. Options granted to non-employee directors shall be
non-qualified options with a seven-year term. Each option will become
exercisable six months after the date of grant, subject to acceleration upon a
change in control. In April 2004 the Board of Directors granted options to
purchase 2,000 shares of Common Stock under existing Plans to Rosina B. Dixon,
Roy W. Haley, Kathryn Rudie Harrigan, Leon J. Hendrix, Jr., Ilan Kaufthal,
William B. Korb, Robert LeBuhn, John R. Miller and Peter G. Tombros.

ELECTION OF DIRECTORS

The Board of Directors of the Company is divided into three classes. The
term of office of the directors in Class III expires at this Annual Meeting with
the terms of office of the directors in Class I and Class II ending at
successive Annual Meetings. At this Annual Meeting four directors in Class III
will be elected to hold office until the 2008 Annual Meeting and until their
successors shall be elected and qualified. Each of the nominees has consented to
serve as a director if elected. To be elected, each nominee for director
requires a plurality of the votes cast. Abstentions and broker non-votes will
not be counted in connection with the election of directors. A properly executed
proxy marked "Withhold" with respect to the election of one or more directors
will not be voted with respect to the director or directors indicated. The
following sets forth with respect to the four persons who have been nominated by
the Board of Directors for election at this Annual Meeting and the other
directors of the Company certain information concerning their positions with the
Company (including its predecessor and now wholly-owned subsidiary CasChem,
Inc.) and principal outside occupations and other directorships held. Except as
otherwise disclosed herein, none of the corporations or organizations listed
below is a parent, subsidiary or other affiliate of the Company.

NOMINEES FOR ELECTION TO SERVE AS DIRECTORS UNTIL 2008 ANNUAL MEETING (CLASS
III)

William B. Korb (age 64). Director since January 1999 and member of the
Audit and the Regulatory Affairs Committees of the Board of Directors. Director,
President and Chief Executive Officer since 1987 of Marconi Commerce Systems,
Inc., formerly Gilbarco Inc., prior to his retirement on March 1, 2001. Prior to
joining Gilbarco, the world's leading gasoline pump and dispenser manufacturing
company, was an Operating Vice President of Reliance Electric Company, a
position he held from 1979 to 1987. Currently serves on the Board of Premier
Farnell plc.

James A. Mack (age 67). Director, President and Chief Operating Officer of
the Company since joining the Company in February 1990 and Chief Executive
Officer since April 1995. Appointed Chairman of the Board of Directors in
October 1999. Stepped down as President and Chief Executive Officer and became
Executive Chairman of the Board of Directors in August 2004. Prior to joining
the Company with Olin Corporation, a manufacturer of chemical and other products
since 1984 as Vice President, Specialty Chemicals and, more recently, Vice
President, Performance Chemicals. Executive Vice President of Oakite Products,
Inc. from 1982 to 1984. Prior to joining Oakite held various positions with The
Sherwin-Williams Company, most recently as President and General Manager of the
Chemicals Division from 1977 to 1981. Past Chairman of the Board of Governors of
the Synthetic Organic Chemical Manufacturing Association. Member of the Board of
Trustees of the Michigan Tech Alumni Fund and serves on the Board of Directors
of Research Corporation Technologies Inc.
7

John R. Miller (age 67). Director since 1998. Lead Director, Chairman of
the Compensation Committee and member of the Governance Committee. A retired oil
industry executive, Mr. Miller served with The Standard Oil Company as President
and Chief Operating Officer from 1980 until 1986. His post immediately prior to
assuming the Presidency was that of Senior Vice President, Technology and
Chemicals. Other positions held included that of Vice President of Finance and
later Vice President of Transportation. From 2000 to 2003, he was Chairman and
Chief Executive Officer of Petroleum Partners, Inc., a provider of outsourcing
services to the petroleum industry. Director of Eaton Corporation and Graphic
Packaging Corporation. Past Director and Chairman of the Federal Reserve Bank of
Cleveland.

Peter Tombros (age 62). Director since January 24, 2002. Member of the
Audit and Governance Committees of the Board of Directors. Served as President
and Chief Executive Officer from 1994 to 2001 of Enzon, Inc., a
biopharmaceutical company which develops and commercializes enhanced
therapeutics through the application of its propriety technologies. Before
joining Enzon, spent 25 years with Pfizer, Inc. as Vice President of Marketing,
Senior Vice President and General Manager and as Executive Vice President of
Pfizer Pharmaceuticals, Inc. He also served as Vice President Corporate
Strategic Planning. Chairman of the Board and Chief Executive Officer of
VivoQuest, a private biopharmaceutical company. Director of Alpharma, Inc., NPS
Pharmaceuticals and Icoria, Inc.

DIRECTORS SERVING UNTIL 2006 ANNUAL MEETING (CLASS I)

Kathryn Rudie Harrigan (age 53). Director since 1994. Member of the Audit
Committee of the Board of Directors. Since 1981, Professor, Management of
Organizations Division of the Columbia University Business School, and, since
1993, the Henry R. Kravis Professor of Business Leadership at Columbia
University Business School. Member of the Board of Active International.

John R. Leone (age 57). Director, President and Chief Executive Officer of
the Company since joining the Company in August 2004. Beginning in 2003 was
Senior Vice President of Aventis Pharmaceuticals, Inc. and President of Aventis
Global Dermatology Division. Prior thereto, was Senior Vice President and Chief
Operating Officer, U.S. Commercial Operations of Aventis. Joined Rhone-Poulenc
Rorer (RPR) in 1996 as Vice President and General Manager later becoming Senior
Vice President and General Manager of RPR responsible for all U.S.
pharmaceutical businesses. Began his pharmaceutical career with Pfizer, later
joining American Home Products. Held a variety of senior management positions
including Vice President and General Manager, Wyeth-Lederle Vaccines and
Pediatrics and Senior Vice President and General Manager of Ayerst Laboratories.
He is a member of the Board of InKine Pharmaceutical Company, Inc.

DIRECTORS SERVING UNTIL 2007 ANNUAL MEETING (CLASS II)

Rosina B. Dixon, M.D. (age 62). Director since 1995 and Chairperson of the
Regulatory Affairs Committee and member of the Compensation Committee of the
Board of Directors. Dr. Dixon has been a consultant to the pharmaceutical
industry since May 1986. Prior to that time, she was Vice President and
Secretary of Medical Market Specialties Incorporated, as well as a member of its
Board of Directors. Dr. Dixon previously served as Medical Director, Schering
Laboratories, Schering-Plough Corporation. Prior to that, she was Executive
Director Biodevelopment, Pharmaceuticals Division, CIBA-GEIGY Corporation. She
is a member of the Boards of Directors of Church & Dwight Co., Inc. and Enzon
Pharmaceuticals, Inc.

Roy W. Haley (age 58). Director since 1998. Chairman of the Audit Committee
of the Board of Directors. Director, Chairman, President and Chief Executive
Officer of WESCO International, Inc. (NYSE), an electrical products distribution
company. Prior to joining WESCO in 1994, served as President and Chief Operating
officer of American General Corporation, one of the nation's largest consumer
financial services organizations. Began his career in 1969 with the management
consulting division of Arthur Andersen & Co. and served as a partner from 1980
until 1988. Director of United Stationers, Inc. (NASDAQ), Pittsburgh Branch of
the Federal Reserve Bank of Cleveland and civic organizations generally based in
Western Pennsylvania.

Leon J. Hendrix, Jr. (age 63). Director since 1995 and Chairman of the
Governance Committee of the Board of Directors. Chairman of Remington Arms Co.
since December 1997 and from December 1997 until April 1999 was also Chief
Executive Officer. From 1993 to 2000, Mr. Hendrix was a Principal of Clayton,
Dubilier & Rice, Inc., a private investment firm. Prior thereto, Mr. Hendrix was
with Reliance Electric Company, a manufacturer and seller of industrial and
telecommunications equipment and services, since 1973, where he held a series of
executive level positions, most recently Chief Operating Officer and a member of
the Board of Directors since 1992. Mr. Hendrix is a member of the Boards of
Directors of Keithley Instruments, Inc., and NACCO Industries, Inc. He is also
Chairman of the Clemson University Board of Trustees, previously served on the
Board of Governors of the National Electrical Manufacturers Association and the
Board of Directors of the Cleveland Chapter of the American Red Cross.

Ilan Kaufthal (age 57). Director since the Company commenced business in
1981. Member of the Compensation Committee of the Board of Directors until
January 2005. Vice Chairman of Investment Banking at Bear, Stearns & Co., Inc.
since joining that firm in May 2000. Until joining Bear, Stearns & Co., Inc., he
was with Schroder & Co. Incorporated as Vice Chairman and head of mergers and
acquisitions for thirteen years. Prior thereto, he was with NL Industries, Inc.,
a firm in the chemicals and petroleum services businesses, as its Senior Vice
President and Chief Financial Officer. Director of United Retail Group, Inc. and
Russ Berrie & Company, Inc.

During 2004, each incumbent director attended more than 90% of the
aggregate of the meetings of the Board and Committees of the Board of which such
director was a member. Nine directors attended the Company's annual meeting of
stockholders in April of 2004.

COMMUNICATIONS WITH OUR BOARD

The Company is committed to providing stockholders and other interested
persons with an open line of communication for bringing issues of concern to the
Company's non-management directors. In January 2004, the Board approved the
following process by which such communications may be made and for handling any
such communications received by the Company:

Any stockholder or interested person may communicate with the Company's
non-management directors as a group by sending a communication to the Board of
Directors, Corporate Secretary, Cambrex Corporation, One Meadowlands Plaza, 15th
Floor, East Rutherford, New Jersey 07073. All communications will be reviewed by
the Company's Corporate Secretary who will send such communications to the
non-management directors unless the Corporate Secretary determines that the
communication does not relate to the business or affairs of the Company, or the
function of the Board or its Committees, or relates to insignificant matters
that do not warrant the non-management directors' attention or is not otherwise
appropriate for delivery to the non-management directors.

The non-management directors who receive such communication will have
discretion to determine the handling of such communication, and if appropriate,
respond to the person sending the communication and any disclosure, which shall
be consistent with the Company's policies and procedures and applicable law
regarding the disclosure of information.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's securities to file reports of ownership and
transactions in the Company's securities with the Securities and Exchange
Commission and the New York Stock Exchange. Such directors, executive officers
and ten percent stockholders are also required to furnish the Company with
copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms received by it, and on
written representation from certain reporting persons, the Company believes that
during 2004 all Section 16(a) filing requirements applicable to its directors,
executive officers and ten percent stockholders were complied with during the
2004 fiscal year.

CODE OF ETHICS

The Company has a Code of Business Conduct and Ethics, which is applicable
to all directors, officers and employees of the Company, including the Chief
Executive Officer, the Chief Financial Officer and the principal accounting
officer. The Code of Business Conduct and Ethics is available on the Company's
website (www.cambrex.com).

COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

COMPENSATION PHILOSOPHY

Cambrex seeks to be a leading supplier of products and services to the life
sciences industry, providing superior return to its owners. To meet these
objectives, the Company must be able to attract, motivate and retain personnel
with the requisite skills and abilities to enable the Company to achieve
superior results. Accordingly, the Company's compensation programs are designed
to reward above average performance and provide incentive opportunity to be
competitive in the markets for talent in which the Company participates.

EXECUTIVE COMPENSATION

The Company's executive compensation program involves two components.
Annual compensation is in the form of base salary plus an incentive award which
consists of cash and restricted stock with a multi-year vesting period and which
is awarded to executives based on the achievement of individual goals. In
addition to the restricted stock grants, long-term compensation consists of
stock options, which are intended to reward executives when improvements in
performance increase the market value of the Company for its stockholders.

The attainment of results measured against the executives' goals and
objectives is reviewed by the Compensation Committee subsequent to review and
recommendation from the Office of the Chairman. Executives are rewarded for
accomplishments that contribute to desired results, e.g., sales, net income,
earnings per share, return on capital employed and other assigned goals
including but not limited to: service and quality improvement, product and
marketing development, technology development, and personnel development. The
Company uses independent salary surveys of its Peer Group, as well as national
compensation surveys, to assist in determining appropriate levels of
compensation for each executive position. The Company targets annual executive
salaries at the median levels in companies surveyed.

The Company's annual executive incentive compensation program is designed
to provide a better than average individual award when the Company's financial
performance is improved and its long-range prospects are enhanced. This program
currently includes individual measurements against agreed upon annual operating
and financial goals and longer-term strategic growth objectives. Under this
program two-thirds of the award pool is based on annual operating and financial
goals and is generally paid in cash, while the remaining one-third is based on
strategic, longer-term growth objectives and is generally awarded in the form of
restricted stock having a three-year holding period. The Committee may in its
discretion apportion the aggregate award pool between cash and stock and may
increase or reduce individual awards. For 2004, despite the fact that the
Company's financial performance was disappointing, management continued to make
progress with regard to the Company's overarching strategic objective of
transforming Cambrex from a specialty chemical company to one engaged in the
life sciences industry.

In addition to the restricted stock grants, long-term compensation for
executives includes Company stock option grants, which are awarded based on an
individual's position in the Company, the individual's performance, and the
number of outstanding stock option awards held by the individual. Options
granted to the Company's key Employees in 2004, including those individuals
named in the Summary Compensation Table (below), will become exercisable based
on the passage of time.

CHIEF EXECUTIVE OFFICERS' COMPENSATION

Mr. Mack, the Company's Chairman and Chief Executive Officer until August
23, 2004, received $650,000 in annual salary in 2004 which was unchanged from
his 2003 annual salary. Mr. Mack's salary was determined based upon the same
factors used in setting other executive salaries.

For fiscal 2004, Mr. Mack's incentive award consisted of a cash award of
$182,813 and a restricted stock award of 17,529 shares of Company stock valued
at $414,375, both paid in 2005. The awards paid to Mr. Mack reflected his
demonstrated leadership in repositioning Cambrex as a life science company and
building an organization capable of capitalizing on the technology platforms
that have been established for future growth.

At its July 27th, 2000 meeting and based on the Compensation Committee's
recommendation, the Board adopted the 2000 Succession Planning Incentive Program
to ensure effective succession planning and transition. Under the Program Mr.
Mack was awarded 175,000 Incentive Appreciation Units at the traded closing
price of the Company's common stock on the date of the award. With the departure
of the Company's Chief Operating Officer early in 2003, Mr. Mack agreed to
remain with the Company for an additional two year period. At its May 21st, 2003
meeting and considering Mr. Mack's commitment to continue for a two year period,
and based on the Compensation Committee's recommendation, the Board adopted a
new Incentive Appreciation Unit Plan for Mr. Mack replacing the Plan adopted in
2000. Under the new plan, 150,000 appreciation units were awarded to Mr. Mack
valued initially at the closing price of the Company's traded share price on the
date of the award which was $19.30. Upon a finding by the Board that a
successful management transition has occurred, the vested award would be
exercisable on and after December 31, 2004, if the Company's common stock trades
at or above an average price of $25 per share for twenty consecutive days prior
to December 31, 2004, representing an increase of more than 29% over the grant
price. During 2004 the stock traded above $25 per share for more the twenty
consecutive days and the award vested. At a meeting held on January 27, 2005 the
Company's Board of Directors, based on the hiring of John R. Leone as President
and Chief Executive Officer and his performance during his first five months
with the Company, determined that a successful management transition had
occurred. Thereafter, Mr. Mack was entitled to exercise the award in whole or in
part and receive in cash from the Company the difference between the grant price
and the traded share price on the date of exercise times the number of units
exercised. The award will expire on the earlier of (i) December 31, 2007, or
(ii) a date one year after Mr. Mack's retirement from active service.

On August 23, 2004, Mr. John R. Leone joined the Company as President and
Chief Executive Officer, with Mr. Mack assuming the title of Executive Chairman
at his previous annual compensation. Mr. Leone's salary was determined based
upon the same factors used in setting other executive salaries. His annual
compensation was set at $575,000 and he received a guaranteed bonus of $350,000
for 2004. He also received a grant of 400,000 stock options, as well as an
aggregate of 111,461 shares of restricted Cambrex stock. 73,051 shares of the
restricted stock award replaced a retirement benefit forfeited on Mr. Leone's
leaving his prior employer; they are scheduled to vest in one third increments
on the first through third anniversaries of the grant date. The remaining 38,410
shares of restricted stock were awarded to replace stock options Mr. Leone
surrendered on leaving his prior employer; they are scheduled to vest in one
quarter increments on the first through fourth anniversaries of the date of
grant. All unvested restricted shares would be canceled if Mr. Leone voluntarily
resigned his position or was terminated from the Company for cause. As a Company
executive Mr. Leone became eligible to participate in the incentive programs
described above.

POLICY REGARDING SECTION 162(M)

The Company's policy on the tax deductibility of compensation is to
maximize deductibility to the extent possible without negating all of its
discretionary power. To this end the Company has submitted complying plans for
stockholder approval. Nevertheless, the Committee has occasionally taken actions
that result in non-

deductible compensation and it may do so again in the future when the Committee
determines that such actions are in the Company's best interests.

COMPENSATION COMMITTEE

JOHN R. MILLER, CHAIRMAN
ROSINA B. DIXON, M.D.
ILAN KAUFTHAL
ROBERT LEBUHN

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee during 2004 were John R. Miller,
Rosina B. Dixon, Ilan Kaufthal and Robert LeBuhn, each of whom has been
determined to be independent during 2004 by the Company's Board of Directors
except as noted hereafter. Mr. Kaufthal is Vice Chairman of Investment Banking
at Bear Sterns & Co. Inc., who provided investment services to the Company late
in 2004. As of January 2005, Mr. Kaufthal was no longer considered independent
and he resigned from the Compensation Committee at that time.

EXECUTIVE AND OTHER COMPENSATION

The following table summarizes the compensation earned by the Chief
Executive Officer and each of the five other most highly compensated executive
officers (collectively, the "Named Executive Officers") during the previous
three fiscal years for services in such capacities to the Company and its
subsidiaries.

SUMMARY COMPENSATION TABLE

LONG TERM COMPENSATION
--------------------------------------
ANNUAL COMPENSATION SECURITIES
-------------------------------- UNDER-
OTHER RESTRICTED LYING PAYOUTS-
ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($)(2) (#) ($) ($)(12)
--------------------------- ---- ------- ------- ------------ ---------- ---------- ---------- ------------

James A. Mack................ 2004 650,000 182,813 - 0 - 414,375(4) - 0 - - 0 - 9,225
Chairman, President and 2003 650,000 100,000 - 0 - 200,000 - 0 - - 0 - 9,000
Chief Executive Officer(3) 2002 612,499 75,953 - 0 - 182,975 156,182 - 0 - 9,000
John R. Leone................ 2004 207,147 350,000 - 0 - 2,441,227(6) 400,000 - 0 - 5,794
President, Chief Executive
Officer(5)
N. David Eansor.............. 2004 268,077 235,462 - 0 - 90,562(7) 17,000 - 0 - 9,225
President, Cambrex
Bioproducts 2003 261,346 163,800 - 0 - 31,122 22,500 - 0 - 9,000
Business Unit 2002 234,807 205,469 - 0 - 32,344 10,000 - 0 - 9,000
Gary L. Mossman.............. 2004 337,983 142,864 - 0 - 133,857(9) 117,000 - 0 - 9,225
Executive Vice President,
Chief 2003 217,949 125,000 - 0 - 50,000 162,500 - 0 - 9,000
Operating Officer(8)
Luke Beshar.................. 2004 347,917 78,750 - 0 - 178,500(10) 17,000 - 0 - 7,225
Executive Vice President, 2003 325,000 90,000 - 0 - 90,000 62,500 - 0 - 6,147
Chief Financial Officer 2002 22,292 200,000 - 0 - - 0 - 230,000 - 0 - - 0 -
Steven M. Klosk.............. 2004 322,917 81,331 - 0 - 93,313(11) 17,000 - 0 - 9,225
Executive Vice President, 2003 300,000 80,000 - 0 - 80,000 12,500 - 0 - 9,000
Administration & Chief 2002 283,333 28,044 - 0 - 81,000 - 0 - - 0 - 9,000
Operating Officer, Pharma &
Biopharma Business Units

---------------

(1) The rules require disclosure only when the aggregate value of these items
exceeds the lesser of $50,000 or 10% of salary and bonus.

(2) Unless otherwise disclosed (see footnote 6) awards vest in one-third
increments on the first, second and third anniversaries of the date of the
award, but no shares can be sold until the third anniversary of the date of
award.

(3) Was Chairman, President and Chief Executive Officer until August 23, 2004
and then became Executive Chairman.

(4) As of 12/31/2004, Mr. Mack held 23,154 shares of restricted stock units
with a value of $627,473.

(5) Became President and Chief Executive Officer on August 23, 2004.

(6) As of 12/31/2004, Mr. Leone had been awarded 111,461 shares of restricted
stock units with 38,410 restricted stock units vesting in one-third
increments on the first, second and third anniversaries of the date of the
grant, August 23, 2004, and 73,051 restricted stock units vesting in
one-quarter increments on the first, second, third and fourth anniversaries
of the date of the grant, August 23, 2004, with a combined value of
$2,710,000.

(7) As of 12/31/2004, Mr. Eansor held 3,906 shares of restricted stock units
with a value of $105,853.

(8) Mr. Mossman joined the Company on February 17, 2003.

(9) As of 12/31/2004, Mr. Mossman held 1,956 shares of restricted stock units
with a value of $53,008.

(10) As of 12/31/2004, Mr. Beshar held 3,521 shares of restricted stock units
with a value of $95,419.

(11) As of 12/31/2004, Mr. Klosk held 8,903 shares of restricted stock units
with a value of $241,271.

(12) Amounts indicated are attributable to Company contributions under the
Company's Savings Plan.

OPTION GRANTS IN FISCAL 2004

INDIVIDUAL GRANTS

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
RETURN OF
% OF STOCK PRICE
TOTAL OPTIONS APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OR OPTION TERM(1)
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME (#) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
---- ------- ------------- ----------- ---------- --------- ---------

James A. Mack.................. - 0 - 0% N/A N/A N/A N/A
John R. Leone.................. 400,000 39% 21.9025 8/23/2011 5,509,746 8,311,711
Gary L. Mossman................ 117,000 11.5% 21.9025 8/23/2011 1,611,601 2,431,175
N. David Eansor................ 17,000 1.7% 21.9025 8/23/2011 234,164 353,248
Luke M. Beshar................. 17,000 1.7% 21.9025 8/23/2011 234,164 353,248
Steven M. Klosk................ 17,000 1.7% 21.9025 8/23/2011 234,164 353,248

---------------
(1) Realizable value is presented net of option exercise price, but before taxes
associated with exercise. These amounts represent assumed compounded rates
of appreciation and exercise of the options immediately prior to the
expiration of their term. Actual gains are dependent on the future
performance of Cambrex Stock, overall stock market conditions, and continued
employment through the exercise period.

The following table sets forth information for each Named Executive Officer
with regard to the aggregate options exercised during 2004 and the aggregate
stock options held as of December 31, 2004.

AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR
VALUES(1)

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES VALUE OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
ACQUIRED ON REALIZED FY-END (#) AT FY-END ($)
NAME EXERCISE(#) ($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(2)
---- ------------ -------------- ------------------------- ----------------------------

James A. Mack............ - 0 - - 0 - 251,567/202,915 $ 577,101/$0
John R. Leone............ - 0 - - 0 - 0/400,000 $ 0/$2,079,000
N. David Eansor.......... - 0 - - 0 - 9,876/89,624 $ 67,613/$202,807
Gary L. Mossman.......... - 0 - - 0 - 78,209/201,291 $ 270,737/$638,933
Luke M. Beshar........... - 0 - - 0 - 134,875/174,625 $ 144,355/$433,065
Steven M. Klosk.......... - 0 - - 0 - 229,043/55,457 $2,174,863/$145,244

---------------
(1)Based upon the market value of underlying securities at exercise less the
exercise price.
(2)Based upon the closing price ($27.10 per share) on December 31, 2004.

The following table provides information as of December 31, 2004 with
respect to shares of Common Stock that may be issued under the Company's
existing equity compensation plans.

EQUITY COMPENSATION PLAN TABLE

(A) (B) (C)
-------------------- -------------------- -------------------------
NUMBER OF SECURITIES
NUMBER OF SECURITIES REMAINING AVAILABLE FOR
TO BE ISSUED WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER
UPON EXERCISE OF EXERCISE PRICE OF EQUITY COMPENSATION PLANS
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN(A))
------------- -------------------- -------------------- -------------------------

Equity compensation plans approved by
security holders................... 3,606,357 $25.72 838,235
Equity compensation plans not
approved by security holders....... 330,000 $41.88 165,834
Total................................ 3,936,357 $27.07 1,004,069

2000 Employee Performance Stock Option Plan

The 2000 Employee Performance Stock Option Plan provides for the grant of
stock options (both incentive stock options and "non-qualified" stock options)
primarily to key employees of the Company and its subsidiaries who are not
executive officers. The plan is generally administered by the Compensation
Committee of the Board, which has full authority, subject to the terms of the
plan, to determine the provision of awards, including the amount and type of the
awards and vesting schedules, and to interpret the plan.

Individual award agreements set forth the applicable vesting schedule for
such awards, which are based on the Company's publicly traded share price but
which may also be based on the passage of time or otherwise. In general,
following a "change in control" (as defined in the plan), each stock option will
be canceled in exchange for a cash settlement equal to the excess of the "change
in control price," which means the highest price per share paid or offered in
any bona fide transaction related to a change in control (as determined by the
Compensation Committee), over the exercise price of the stock option.

Stock options are granted with an exercise price of not less than one
hundred percent of the fair market value of the underlying Cambrex common stock
on the date of grant. Stock options are not exercisable more than ten years from
the date of grant.

The following graph compares the Company's cumulative total stockholder
return, for a five-year period, with a performance indicator of the overall
stock market, the S&P 500 Index. Also included are (a) a peer group (Old Peer
Group) which the Company believes reflected its current businesses until last
year and (b) the S&P 1500 Pharmaceutical and Biotechnology Index which the
Company believes more closely reflects its businesses now. Prices are as of
December 31 of the year indicated.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

CAMBREX CORP., S&P 500, S&P 1500 PHARMACEUTICAL & BIOTECHNOLOGY AND OLD PEER
GROUP

(PLOT POINTS TO COME)

When the Old Peer Group was selected in 2001, the Company's commercial
activities were focused on manufacturing and marketing to customers concentrated
in the Chemicals and Life Sciences segments, including pharmaceutical chemicals
and intermediates and products in the BioSciences Industry. The Company believes
that the Old Peer Group was most representative of its activities until the sale
of Rutherford Chemicals for comparing return to stockholders in terms of sales,
products and customer. Because the sale of Rutherford Chemicals occurred late in
2003, the Old Peer Group, which included companies from the chemicals sector,
was used for comparison until 2004. Companies included in the Old Peer Group
are: Albany Molecular Research, Inc.; Charles River Laboratories International,
Inc.; Clariant AG Switzerland(1); Degussa-Huls AG(2); Ferro Corporation;
International Specialty Products Inc.(3); Invitrogen Corp.; Lonza Group Ltd(4);
Rhodia-Spon ADR; and Sigma-Aldrich Corporation. Although the Company's products
are diverse, making it difficult to select a comparative peer group, the Company
believes that the S&P 1500 Pharmaceutical and Biotechnology Index is a good
comparison group for the commercial activities on which it currently focuses.
The S&P 1500 Pharmaceutical and Biotechnology Index comprises 42 companies as of
December 31, 2004.
---------------
(1) Clariant AG data obtained from Zurich Stock Exchange (Switzerland).

(2) Degussa AG data obtained from Frankfurt Stock Exchange (Germany).

(3) International Specialty Products data available for 2000-2002 only.

(4) Lonza Group data obtained from Swiss Electronic Bourse.
15

RETIREMENT PLANS

Retirement benefits are based on an employee's years of service and
compensation for such years. "Compensation" for the purposes of the computation
of benefits, includes regular compensation, bonuses and overtime, but excludes
income attributable to fringe benefits and perquisites. The retirement benefit
earned for a given year of service is calculated by multiplying the
participant's compensation for the year by 1% and adding to that amount 0.6% of
such compensation in excess of the participant's social security covered
compensation. Similar amounts are calculated for each year of service and are
aggregated to obtain the annual retirement benefit, subject to the limitations
imposed by the Employee Retirement Income Security Act of 1974 and related
regulations ("ERISA"). For this purpose social security covered compensation is
the 35-year average of the social security wage bases ending with the wage base
for the year in which the participant reaches age 65.

Although compensation includes the items mentioned above, the Company's
qualified non-contributory pension plan (the "Qualified Plan") limits the
maximum amount of compensation which may be taken into account for the purposes
of calculating benefits to the ERISA limit, which was $205,000 during 2004.
Therefore, any compensation received by any of the Named Executive Officers
which exceeds this amount will not be taken into account in the calculation of
their benefits under this Plan. A Supplemental Non-Qualified Pension Plan, which
became effective on January 1, 1994, provides benefits based on compensation
levels above the ERISA maximum compensation level. Employees hired after
December 31, 2002 are not eligible to participate in the Retirement Plan.

The following table shows the estimated aggregate annual retirement
benefits payable under the Company's Qualified and Supplemental pension plans to
employees listed, assuming they retire at normal retirement age (65), with
benefits payable in the form of a life annuity and that pensionable compensation
for all years after 2004 will be the same as 2004 pensionable compensation.

PENSION PLAN TABLE

PROJECTED ANNUAL
BENEFITS AT THE
2004 PENSIONABLE LATER OF AGE 65 OR
NAME COMPENSATION($) JANUARY 1, 2005($)
---- ---------------- --------------------

James A. Mack(1)............................ $880,654 $208,451
John R. Leone............................... $ - 0 - $ - 0 -(2)
N. David Eansor............................. $431,876 $151,916
Gary L. Mossman............................. $ - 0 - $ - 0 -(2)
Luke M. Beshar.............................. $437,916 $127,075
Steven M. Klosk............................. $446,087 $195,678

---------------
(1) Mr. Mack is currently over the age of 65. The benefit shown for him is as of
January 1, 2005.

(2) Mr. Leone and Mr. Mossman were employed by the Company after December 31,
2002 which therefore makes them ineligible for benefits under the Company's
pension plan.

DEFERRED COMPENSATION PLAN

The Company has established a Non-qualified Deferred Compensation Plan for
Key Executives (the "Deferred Plan"). Under the Deferred Plan, officers and key
employees may elect to defer all or any portion of their pre-tax annual bonus
and/or annual base salary (other than the minimum required Social Security
contributions and $10,000). The deferred amount is invested in Fidelity Mutual
Funds available under the Cambrex Savings Plan, except for the Cambrex Stock
Fund. During 1995 the Board amended the Deferred Plan to permit officers and key
employees to elect to defer Company stock which would otherwise have issued upon
the exercise of Company stock options. The stock deferred will be held in a
Company Stock Account, and cannot be sold and the proceeds placed in another
Fidelity Fund. Transfers into the Company Stock Account are not permitted except
by option exercise during 2004. The Deferred Plan is not funded by the

Company, but the Company has established a Deferred Compensation Trust Fund to
protect the account balance in the case of a change of control of the Company.

CHANGE IN CONTROL ARRANGEMENTS

The Company has entered into agreements with a number of key employees,
including the Named Executive Officers, with the objective of preserving
management stability in the event of a threatened or actual change of control of
the Company. Under each agreement, in the event of a change of control of the
Company (defined in the agreement to include certain events involving changes in
ownership of the Company's stock or the composition of the Company's Board of
Directors or other structural changes, but, in any case, with the Board having
discretion to find other events to constitute a change of control) the employee
is awarded a three-year contract of employment in substantially the same
position he had prior to the start of the employment contract term. The contract
of employment is at a monthly salary not less than the highest monthly salary
earned by the employee during the 12 months preceding the start of the
employment contract term and provides for an annual bonus and benefits
comparable to those pertaining to the employee prior to the start of the
employment contract term. In addition, in the event of a change of control,
performance options will become immediately exercisable regardless of the
publicly traded share price.

In the event that at any time during the employment contract term, the
employee's employment is terminated (i) by the Company (other than by reason of
disability or for cause), or (ii) by the employee by reason of the Company's
violation of the terms of the employment contract, or (iii) by the employee
during the thirteenth month of the employment contract term, with or without
reason, the employee will be entitled to a lump sum payment in an amount equal
to the sum of (a) a ratable portion of the amount of the highest annual bonus
paid to the employee during the three years prior to the year of termination,
based upon the elapsed time in the year of termination, (b) up to three times
the annual salary under the contract and three times such highest annual bonus,
which amount declines ratably over a 36 month term for each month the employee
remains employed by the Company following the first anniversary of the start of
the employment contract term, and (c) the present value of the pension benefit
lost by the employee by reason of the early termination of employment. In the
event of such termination the employee will also be entitled to the employment
benefits, such as health insurance and life insurance, to which he would have
been entitled had his employment not been terminated, and to the immediate right
to exercise any employee stock options notwithstanding their stated
exercisability in installments. Additionally, the employment contracts provide
for an additional payment to the employee to cover any excise tax payable by the
employee on so-called excess golden parachute payments under Section 4999 of the
Internal Revenue Code of 1986, as amended.

MANAGEMENT CONTRACTS AND PROGRAMS

At a meeting held on January 26, 1995, the Board of Directors authorized an
agreement with Mr. Mack pursuant to which he might, at his election, enter into
a consulting arrangement with the Company upon his resignation as an employee at
an annual rate of $100,000. The Company later restated this arrangement under
which Mr. Mack entered into two agreements at the prior rate, the first
providing for consulting services while he is able to provide such services and
the second providing an additional retirement benefit for the remainder of his
lifetime.

Chairman and Chief Executive Officer may exercise the award in whole or in part
and receive in cash from the Company the difference between the grant price and
the traded share price on the date of exercise times the number of units
exercised. The award will expire on the earlier of (i) December 31, 2007, or
(ii) a date one year after retirement or on the date the Chairman and Chief
Executive Officer terminates service with the Company prior to vesting for any
reason except death or total or permanent disability. At a meeting held on
January 27, 2005 the Company's Board of Directors, based on the hiring of John
R. Leone as President and Chief Executive Officer and his performance during his
first five months with the Company, determined that a successful management
transition had occurred. Thereafter, Mr. Mack was entitled to exercise the award
in whole or in part and receive in cash from the Company the difference between
the grant price and the traded share price on the date of exercise times the
number of units exercised. The award will expire on the earlier of (i) December
31, 2007, or (ii) a date one year after Mr. Mack's retirement from active
service.

AUDIT COMMITTEE REPORT

The following Report of the Audit Committee of the Board of Directors of
Cambrex Corporation does not constitute soliciting material and should not be
deemed filed or incorporated by reference into any other Company filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the
extent the Company specifically incorporates this Report by reference.

The Audit Committee consists of four directors, which were appointed by the
Board. The Board has determined that each member of the Audit Committee (i) is
independent as currently defined by Cambrex policy, the Securities and Exchange
Commission Rules and the New York Stock Exchange listing standards; and (ii)
satisfies the financial literacy requirements of the NYSE listing standards.
Further, the Board has determined that at least one member of the Audit
Committee satisfies the financial expertise requirements of the NYSE listing
standards. The Board has also determined that Mr. Roy Haley, Audit Committee
Chairperson is an Audit Committee Financial Expert, as that term is defined by
current SEC rules.

The Audit Committee acts under a written charter adopted by the Committee
and approved by the Board. The Audit Committee Charter is available on the
Company's website (www.cambrex.com).

The role of the Audit Committee is to assist the Board in fulfilling its
responsibility to oversee (i) the integrity of the Company's financial reporting
process; (ii) the Company's systems of internal accounting and financial
controls; (iii) the annual independent audit of the Company's financial
statements; (iv) the independent auditors' qualifications and independence; and
(v) the Company's compliance with legal and regulatory requirements. The Audit
Committee's role is one of oversight and it recognizes that the Company's
Management is responsible for preparing the Company's financial statements and
that the Company's independent auditors are responsible for auditing those
financial statements. The Audit Committee's specific responsibilities are set
forth in the Audit Committee Charter.

In fiscal year 2003, the Audit Committee established a policy (the
"Policy") for pre-approval of all audit and permissible non-audit services
performed by the independent auditors. Under the Policy, the Audit Committee
will approve the following Audit and Audit-Related Services prior to each
engagement, along with a fee amount: (i) domestic quarterly reviews and the
annual financial statement audit; (ii) statutory or financial audits for
international subsidiaries or affiliates of the Company; (iii) the attestation
engagement for the independent auditor's report on Management's assertion on
internal controls for financial reporting; (iv) financial audits of employee
benefit plans; and (v) due diligence services pertaining to potential business
acquisitions and dispositions. On an annual basis, the Audit Committee will
pre-approve a blanket amount to authorize the following Audit and Audit-Related
Services: (i) consultations related to accounting, financial reporting or
disclosure matters; (ii) assistance with understanding and implementing new
accounting and financial reporting guidance; and (iii) assistance with internal
control reporting requirements and also Permissible Non-Audit Services,
including tax services. Management will provide a quarterly update to the
Committee detailing actual spending by quarter and year-to-date for any services
rendered under such pre-approval. Under the Policy, the Audit Committee has
delegated pre-approval authority to the Committee Chairperson for permissible
services and fees up to a maximum of $25,000. The Committee Chairperson will
report to the entire Audit Committee any services and fees approved pursuant to
such delegation of authority.
18

The Audit Committee met eleven (11) times in 2004. The Audit Committee met
individually with Management, with PricewaterhouseCoopers LLP ("PwC"), the
Company's independent public accountants, and with the Company's internal
auditors, as appropriate. During 2004 the Committee engaged the services of
independent advisors to assist in the Company's understanding of the
requirements of the Sarbanes-Oxley Act. The Audit Committee also reviewed and
had discussions with Company Management and PwC regarding the audited financial
statements, including a discussion of accounting principles, the reasonableness
of significant judgments, and the clarity of disclosures in the financial
statements. Further, the Audit Committee has been updated quarterly on
management's process to assess the adequacy of the Company's system of internal
control over financial reporting, the framework used to make the assessment, and
management's conclusions on the effectiveness of the Company's internal control
over financial reporting. The Audit Committee has also discussed with the
independent auditor the Company's internal control assessment process,
management's assessment with respect thereto and the independent auditor's
evaluation of the Company's system of internal control over financial reporting.

Additionally, the Audit Committee reviewed and had discussions with PwC,
regarding the matters required to be discussed by Statement of Auditing
Standards No. 61. Further, the Audit Committee received the letter from PwC
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees) and has discussed with representatives of PwC
their independence.

The Committee also received PwC's Report dated March 31, 2005 concerning
the Company's financial statements and PwC's assessment on the Company's
internal controls, (the "PwC Opinion"), which is included in the Company's
Annual Report on Form 10K for fiscal year ended December 31, 2004. Based on the
reviews and discussions with PwC and Management, and the PwC Opinion, and
subject to the limitations on the role and responsibilities of the Audit
Committee as set forth in the Audit Committee Charter, the Audit Committee
recommended to the Board, and the Board approved, that the audited financial
statements for the fiscal year ended December 31, 2004 be included in Cambrex's
2004 Annual Report on Form 10-K.

AUDIT COMMITTEE

ROY W. HALEY, CHAIRPERSON
KATHRYN RUDIE HARRIGAN
WILLIAM B. KORB
PETER G. TOMBROS

PRINCIPAL ACCOUNTING FIRM FEES

The following table sets forth the aggregate fees billed to Cambrex for
each of the fiscal years ended December 31, 2004 and December 31, 2003, by the
Company's independent public accounting firm, PricewaterhouseCoopers LLP for
Audit, Audit-Related, Tax and All Other Fees:

DECEMBER 31, DECEMBER 31,
2004 2003
------------ ------------

Audit Fees................................................. $2,886,000 $1,070,962
Audit-Related Fees......................................... $ 278,000 $ 109,625
Tax Fees................................................... $ 0 $ 80,070
All Other.................................................. $ 0 $ 0
---------- ----------
Totals................................................... $3,164,000 $1,260,657

AUDIT FEES

Aggregate Audit fees billed for professional services rendered by
PricewaterhouseCoopers, LLP in connection with its audit of the Company's
financial statements were $2,886,000 for fiscal year-ended 2004. Such fees also
include PwC's internal control review and attestation now required pursuant to
the Sarbanes-Oxley Act and the securities regulations. Aggregate Audit fees for
fiscal year ended 2003 were $1,070,962.

AUDIT-RELATED FEES

Aggregate Audit-Related fees billed for professional services rendered by
PricewaterhouseCoopers, LLP in connection with assurance and related services
reasonably related to the audit and review of the Company's financial statements
were $278,000 and $109,625 for fiscal years-ended 2004 and 2003, respectively.
Such services include the financial audits of the Company's employee benefit
plans; due diligence services pertaining to an acquisition and other commercial
transactions; and general accounting, financial reporting and disclosure
matters; and assistance with understanding and implementing new accounting and
financial reporting guidance and internal control requirements.

TAX FEES

There were no Tax fees billed for professional tax services rendered by
PricewaterhouseCoopers, LLP for fiscal year ended 2004. Aggregate Tax fees
billed for fiscal year 2003 were $80,070. Tax services included assistance with
and review of domestic and foreign tax filings and tax advice.

ALL OTHER FEES

PricewaterhouseCoopers, LLP did not perform any services classified as
Other Services during fiscal years-ended 2004 and 2003, as such, there were no
billings for such services.

As discussed above in the Audit Committee Report, in May of 2003 the Audit
Committee established a policy (the "Policy") for pre-approval of all audit and
permissible non-audit services performed by the independent auditors. During
fiscal year 2004, all services rendered were approved pursuant to the Policy.
Further during fiscal years 2004 and 2003, there were no services performed or
fees incurred by PricewaterhouseCoopers, LLP where pre-approval was waived
pursuant to the statutory de minimis exception.

The Audit Committee has reviewed the billings by PricewaterhouseCoopers LLP
and has determined that they do not affect the auditor's independence.

RATIFICATION OF
APPOINTMENT OF AUDITORS

The Board of Directors, in accordance with the recommendation of the Audit
Committee, has selected PricewaterhouseCoopers LLP to be the Company's
independent public accountants for 2005, subject to the ratification of the
stockholders.

PricewaterhouseCoopers LLP was first engaged by the Company as its
independent public accountants on March 19, 1992. A representative of
PricewaterhouseCoopers LLP is expected to be present at the meeting, will be
afforded an opportunity to make a statement if such representative desires to do
so and is expected to be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.

STOCKHOLDER PROPOSALS FOR 2005

Stockholder proposals intended to be presented at the 2006 Annual Meeting
must be received by the Company not later than November 21, 2005 as well as
satisfy certain eligibility requirements established by the Securities and
Exchange Commission, in order to be included in the Company's Proxy Statement
for the 2006 Annual Meeting.

Under the Company's By-laws, any stockholder wishing to present a
nomination for the office of director before the 2006 Annual Meeting for a vote
must give notice to the Company not later than January 22, 2006; and any
stockholder wishing to bring a proposal or other business before the 2006 Annual
Meeting for a vote must give the Company not less than 60 days nor more than 90
days advance notice (provided that in the event that less than 70 days' notice
or prior public disclosure of the date of the 2006 Annual Meeting is given or
made to stockholders, notice must be received not later than the close of
business on the 10th day following the date on which such notice of the date of
the 2006 Annual Meeting was mailed or such public disclosure was made) prior to
the date of the 2006 Annual Meeting (which date has not yet been determined by
the Company), and that both such notices must meet certain other requirements as
stated in the Company's By-Laws. Any stockholder interested in making such a
nomination or proposal should request a copy of such By-law provisions from the
Secretary of Cambrex Corporation. If the Company does not receive notice of a
stockholders' proposal within this time frame, the individuals named in the
proxies solicited by the Board of Directors for that meeting may exercise
discretionary voting power with respect to that proposal.

By Order of the Board of
Directors.

Peter E. Thauer,
Secretary

March 31, 2005

UPON WRITTEN REQUEST THE COMPANY WILL PROVIDE TO EACH STOCKHOLDER, WITHOUT
CHARGE, A COPY OF ITS ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON
FORM 10-K FOR 2004. REQUESTS SHOULD BE DIRECTED TO MR. LUKE M. BESHAR, EXECUTIVE
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, CAMBREX CORPORATION, ONE MEADOWLANDS
PLAZA, EAST RUTHERFORD, NJ 07073. SUCH REPORT WILL BE FURNISHED WITHOUT
EXHIBITS. COPIES OF THE EXHIBITS TO SUCH ANNUAL REPORT WILL BE FURNISHED TO
REQUESTING STOCKHOLDERS UPON PAYMENT OF THE COMPANY'S REASONABLE EXPENSES IN
FURNISHING THE SAME.

EXHIBIT 1

INDEPENDENCE STANDARDS FOR DIRECTORS

Pursuant to the New York Stock Exchange listing standards and the
Sarbanes-Oxley Act of 2002, our Board of Directors has adopted a formal set of
categorical standards with respect to the determination of director
independence. To be considered "independent" for purposes of these standards, a
director must be determined, by resolution of the Board as a whole, after due
deliberation, to have no material relationship with the Company or its
subsidiaries other than as a director. In each case, the Board shall broadly
consider all relevant facts and circumstances and shall apply the following
standards:

1. The Board has defined an independent director as a director who meets
all of the following criteria:

a. is not currently an employee or member of management of the Company
or any of its subsidiaries;

b. has no material relationship with the Company (either directly or
as a partner, shareholder or officer of an organization that has a
relationship with the Company). For this purpose material relationships
can, for example, include commercial, industrial, banking, consulting,
legal, accounting, charitable and familial relationships;

c. has no other relationships with the Company or its subsidiaries
that would interfere in the exercise of independent judgment as a director;

d. does not accept any consulting, advisory, or other compensatory fee
from the Company or its subsidiaries except fees received for service as a
director, and has no personal services contract(s) with the Company or its
subsidiaries;

e. is and is not affiliated with a company that is an adviser or
consultant to the Company or its subsidiaries;

f. is not affiliated with a not-for-profit entity that receives
significant contributions from the Company.

2. Any person who, or whose immediate family member(s), has within the
prior three years had any of the following relationships with the Company does
not qualify as a independent director.

a. Former Employees. A person who has been an employee, or whose
immediate family member has been an executive officer, of the Company or
its subsidiaries, cannot be an independent director until three years after
the end of the employment.

b. Direct Compensation. A director who receives, or whose immediate
family member receives, more than $100,000 per year in direct compensation
from the Company or its subsidiaries, other than director and committee
fees, cannot be an independent director until three years after he ceases
to receive more than $100,000 per year in such compensation.

c. Significant Customers and Vendors. A director who is an executive
officer or an employee of, or whose immediate family member is an executive
officer of, a company that makes payments to, or receives payments from,
the Company or its subsidiaries for property or services in excess of, in
any single fiscal year, the greater of (i) $1 million or (ii) 2% of the
other company's consolidated gross revenues, cannot be an independent
director until three years after falling below the threshold.

d. Former Auditor. A director who is affiliated with or employed by,
or whose immediate family member is affiliated with or employed in a
professional capacity by, a present or former internal or external auditor
of the Company cannot be an independent director until three years after
the end of the affiliation or the auditing relationship.

e. Interlocking Directorships. A director who is employed as, or
whose immediate family member is employed as, an executive officer of
another company where any of the Company's present executive officers serve
on that company's compensation committee cannot be an independent director
until three years after the end of such service or the employment
relationship.

CAMBREX CORPORATION

SOLICITED BY BOARD OF DIRECTORS FOR 2005 ANNUAL MEETING OF STOCKHOLDERS

The undersigned stockholder of Cambrex Corporation, (the "Company") hereby
appoints J.R. Leone, L.M. Beshar and S.M. Klosk, and each of them acting singly
and each with power of substitution and resubstitution, attorneys and proxies of
the undersigned, with all the powers the undersigned would possess if personally
present, to vote the shares of Common Stock of the Company which the undersigned
is entitled to vote at the 2005 Annual Meeting of Stockholders of the Company to
be held on April 28, 2005 at 1:00 p.m. at the Sheraton Meadowlands Hotel,
Meadowlands Plaza, East Rutherford, New Jersey and any adjournment thereof.
Without otherwise limiting the general authorization hereby given, said
attorneys and proxies are instructed to vote as indicated on the reverse side
hereof on the proposals set forth in the Notice of Annual Meeting of
Stockholders of the Company and accompanying Proxy Statement, each dated March
31, 2005.

THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE 4 NOMINEES FOR DIRECTOR
LISTED IN THE PROXY STATEMENT ACCOMPANYING THE NOTICE OF SAID MEETING (PROPOSAL
NO. 1), AND "FOR" RATIFICATION OF THE SELECTION OF ACCOUNTANTS (PROPOSAL
NO. 2), UNLESS OTHERWISE MARKED.

Please Complete And Sign Proxy On Reverse
Side And Return In Enclosed Envelope.

X Please mark your
votes as in this
example.

1. ELECTION OF DIRECTORS FOR [ ] WITHHOLD [ ] Nominees: William B. Korb, James
A. Mack, John R. Miller
and Peter Tombros

For except vote withheld from the following nominee(s)

----------------------------------------

2. Ratification of the appointment of PricewaterhouseCoopers LLP as independent
public accountants for 2005

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

Signature(s) _______________________________________________ Date ______________

Note: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.