TopoTarget A/S
Symbion
Fruebjergvej 3
DK 2100 Copenhagen
Denmark
Tel: +45 39 17 83 92
Fax: +45 39 17 94 92
CVR-nr: 25695771
www.topotarget.com
To OMX Nordic Exchange Copenhagen
Announcement No. 09-08 / Copenhagen, March 26, 2008
Notice of the Annual General Meeting
Notice is hereby given that the annual general meeting of TopoTarget A/S will
be held on:
Thursday 10 April 2008 at 4.00 pm
The Annual General Meeting will be held at:
Axelborg, Vesterbrogade 4A, DK-1620 Copenhagen V, Denmark
The agenda for the Annual General Meeting is as follows:
1. Report on the company's activities during the past year.
2. Presentation of the audited annual report with the auditors' report for
adoption and notification of discharge of the Board of Directors and the
Management.
3. Resolution as to the distribution of profit or covering of loss according
to the annual report as approved.
4. Election of members to the Board of Directors and any substitutes.
5. Appointment of a state-authorised public accountant.
6. Any proposals from the Board of Directors and/or the shareholders.
Re 1
Chairman of the Board, Håkan Åström and Chief Executive Officer, Peter Buhl
Jensen report on the company's activities during the past year.
Re 2.
The Board of Directors recommends that the audited annual report be adopted and
that a resolution be passed to discharge the Board of Directors and the
Management from liability.
Re 3.
The Board of Directors proposes that the loss for the year of DKK 110.7 million
be carried forward to next year through recognition in retained earnings.
Re 4
Pursuant to article 14 of the Articles of Association, board members are
elected for terms of one year. All the existing board members have offered
themselves for re-election, and it is proposed that all of the existing members
of the company's Board of Directors, i.e. Håkan Åström, Jesper Zeuthen, Jeffrey
H. Buchalter, Anders Gersel Pedersen, Ingelise Saunders, Torbjörn Bjerke and
Peter Buhl Jensen be re-appointed for the period until the Annual General
Meeting to be held in 2009.
Information about the board members is available in the company's annual report
for 2007 and at the company's website www.topotarget.com.
Re 5
The Board of Directors proposes that Deloitte, Statsautoriseret
Revisionsaktieselskab be re-appointed as the company's auditors.
Re 6
The Board of Directors submits the following proposals:
(1) Authorisation to the Board of Directors to allow the company to acquire
treasury shares.
The Board of Directors proposes, that pursuant to section 48 of the Danish
Public Companies Act, the Board of Directors be authorised to purchase treasury
shares within the 10% limit set out in section 48. The shares can be acquired
at a price corresponding to the listed price plus/less 5% at the time of the
purchase. The authorisation shall be applicable until and including the
company's Annual General Meeting in 2009.
(2) Authorisation to the Board of Directors to issue warrants (a new item 6(b)
to be added to the company's Articles of Association).
The company's Board of Directors has fully exercised its existing authority
pursuant to the Articles of Association to issue warrants. The Board of
Directors is of the opinion that it is necessary for the company to offer
warrants as part of its terms of employment, etc. if the company is to be able
to attract and retain a sufficient number of qualified employees, board members
and consultants. Accordingly, the Board of Directors proposes that a new
authorisation provision be added to the company's Articles of Association as a
new article 6(b), with the following wording:
“6(b)
In the period until 9 April 2013, the Board of Directors is authorised to make
one or more issues of up to a total of 1,350,000 warrants, each entitling the
holder to subscribe for one share of DKK 1 nominal value in the company and to
make the relevant capital increases.
The warrants may be issued to employees, the Management, board members,
consultants or advisors to the company and its subsidiaries without pre-emptive
rights for the company's shareholders. The exercise price for warrants issued
under the authorisation shall correspond at least to the market price of the
company's shares at the date of issuance of the warrants. The other terms
relating to warrants issued under the authorisation shall be fixed by the Board
of Directors.”
(3) Amendment to article 9 of the Articles of Association on notices of general
meetings.
Pursuant to section 73(2) of the Danish Public Companies Act, notices of
general meetings shall also be given via the Commerce and Companies Agency's
computerised information system.
As a result, a proposal is made to add text to article 9, second paragraph,
concerning notices of general meetings to the effect that notices will
henceforth be made also via the Commerce and Companies Agency's computerised
information system.
The wording of article 9 after the proposed amendment is set forth below:
”Article 9
General Meetings of the Company shall be held in Copenhagen municipality or in
the Greater Copenhagen area.
General Meetings shall be convened with a notice of a minimum 8 days and a
maximum of 4 weeks by publication in at least 1 national newspaper and via the
Commerce and Companies Agency's computerised information system. A convening
notice shall, furthermore, be forwarded in writing by ordinary mail to all
shareholders recorded in the Share Register who have requested such
notification. The convening notice shall contain the agenda for the General
Meeting. If the agenda contains proposals, the adoption of which require a
qualified majority, the convening notice shall contain a specification of such
proposals and their material contents.”
(4) Treatment and approval of general guidelines for incentive pay to members
of the company's Board of Directors and Management.
Section 69b of the Danish Public Companies Act stipulates that the board of
directors of a listed company must define general guidelines for incentive pay
for the members of the board of directors and executive management before the
company enters into any specific agreements in this respect. The guidelines
must be considered and adopted by the company's shareholders. The provisions of
section 69b of the Danish Public Companies Act will apply for the company as of
the Annual General Meeting held on 10 April 2008 and will thus apply for
specific agreements on incentive pay made after this date, including any
extensions of or amendments to existing specific agreements.
Against this background, the Board of Directors proposes that the shareholders
adopt the proposal for general guidelines for incentive remuneration of the
company's Board of Directors and Management.
If the shareholders adopt the general guidelines for incentive remuneration of
the company's Board of Directors and Management, a new article 6c will be
inserted in the company's articles of association with the following wording:
”Guidelines for incentive pay
6c
At the Annual General Meeting held on 10 April 2008, the shareholders approved
general guidelines for incentive remuneration of the company's Board of
Directors and Management”.
After adoption at the Annual General Meeting, the guidelines will also, without
undue delay, be published on the company's website (www.topotarget.com),
indicating that the guidelines have been adopted at the Annual General Meeting
held on 10 April 2008.
(5) Passing of a resolution giving authority to the chairman of the general
meeting.
The Board of Directors proposes that the chairman of the meeting, or a
substitute duly appointed by him, be authorised to apply for registration of
the resolutions passed and to make any such amendments thereto as may be
required by the Danish Commerce and Companies Agency as a condition for
registration or approval.
--oo0oo--
The adoption of proposals 2 and 3 under item 6 of the agenda requires a
majority in favour of the proposed resolution of at least two thirds of both
the votes cast and of the voting share capital represented at the General
Meeting. Adoption of the Board of Directors' proposals number 1, 4 and 5 under
item 6 of the agenda requires a simple majority of votes only.
The company's nominal share capital currently amounts to DKK 61,304,510,
consisting of 61,304,510 shares of DKK 1 nominal value. At General Meetings,
each share amount of DKK 1 nominal value carries one vote.
The company has appointed Danske Bank as the bank through which shareholders
may exercise their financial rights.
The agenda with the complete proposed resolutions will be available for
inspection at the company's offices: c/o Symbion, Fruebjergvej 3, DK-2100
Copenhagen K, not later than eight days before the General Meeting, and will be
forwarded to all registered shareholders who have requested the same not later
than eight days before the General Meeting.
Registered shareholders will receive a request form for an admission card.
Shareholders, who are not registered, may request admission cards from the
company's offices on all weekdays (Saturdays excepted) in accordance with
article 12 of the Articles of Association Admission cards and voting papers may
also be requested directly at the company's website: www.topotarget.com.
Pursuant to article 12 of the Articles of Association, any shareholder is
entitled to attend General Meetings, exercise his voting right and other
shareholder rights provided that the shareholder not later than five days prior
to the General Meeting has requested that the company issue an admission card.
Admission cards are issued to shareholders registered in the company's
Shareholder Register or against presentation of a deposit transcript from VP
Securities Services or the account-holding bank. The transcript must not be
dated more than eight days before the date of presentation.
Shareholders who are unable to be present at the General Meeting may issue a
proxy to the Board of Directors or to a person appointed by such shareholder
attending the General Meeting.
TopoTarget will serve light refreshments after the Annual General Meeting.
The annual report for 2007 is available at www.topotarget.com
TopoTarget A/S
For further information, please contact:
Ulla Hald Buhl Telephone +45 39 17 83 92
Director IR & Communications Mobile +45 21 70 10 49
Background information
About TopoTarget
TopoTarget (OMX: TOPO) is a biotech company, headquartered in Denmark and with
subsidiaries in the US, Switzerland, Germany and the UK, dedicated to finding
''Answers for Cancer'' and developing improved cancer therapies. TopoTarget is
founded and run by clinical cancer specialists and combines years of hands-on
clinical experience with in-depth understanding of the molecular mechanisms of
cancer. Focus lies on highly predictive cancer models and key cancer targets
(including HDACi, NAD+, mTOR, FasLigand and topoisomerase II inhibitors) and a
strong development foundation has been built. TopoTarget has a broad portfolio
of small molecule pre-clinical drug candidates and nine drugs (both small
molecules and protein based) are in clinical development, including both novel
anti-cancer therapeutics and new cancer indications for existing drugs.
Savene®/Totect™ were approved by EMEA in 2006 and the FDA in 2007 and is
TopoTarget's first product on the market. For more information, please refer to
www.topotarget.com.
TopoTarget Safe Harbour Statement
This announcement may contain forward-looking statements, including statements
about our expectations of the progression of our preclinical and clinical
pipeline including the timing for commencement and completion of clinical
trials and with respect to cash burn guidance. Such statements are based on
management's current expectations and are subject to a number of risks and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. TopoTarget cautions investors
that there can be no assurance that actual results or business conditions will
not differ materially from those projected or suggested in such forward-looking
statements as a result of various factors, including, but not limited to, the
following: The risk that any one or more of the drug development programs of
TopoTarget will not proceed as planned for technical, scientific or commercial
reasons or due to patient enrolment issues or based on new information from
non-clinical or clinical studies or from other sources; the success of
competing products and technologies; technological uncertainty and product
development risks; uncertainty of additional funding; TopoTarget's history of
incurring losses and the uncertainty of achieving profitability; TopoTarget's
stage of development as a biopharmaceutical company; government regulation;
patent infringement claims against TopoTarget's products, processes and
technologies; the ability to protect TopoTarget's patents and proprietary
rights; uncertainties relating to commercialization rights; and product
liability expo-sure; We disclaim any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events, or otherwise, unless required by law.
