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
Following the company's successful rights issue of shares completed in the
beginning of July 2009, the board of directors of TopoTarget A/S has decided to
propose a change in the composition of the board of directors as described in
further detail below and therefore convenes an Extraordinary General Meeting in
TopoTarget A/S.
The extraordinary general meeting will be held on
Thursday 23 July 2009 at 4.00 PM.
at the company's address:
Symbion
Fruebjergvej 3
DK-2100 Copenhagen Ø
Denmark
The agenda for the Extraordinary General Meeting is as follows:
1. Election of Board members.
2. Authority to the chairman of the general meeting.
3. Miscellaneous.
Re. 1
The present board members Jesper Zeuthen and Torbjörn Bjerke have notified the
company that they will resign as board members in connection with the
extraordinary general meeting. A proposal is made that Anders Fink Vadsholt,
Per Samuelsson and Bo Jesper Hansen are elected as new members of the company's
board of directors, all for a period until the company's annual general meeting
to be held in 2010. If Anders Fink Vadsholt, Per Samuelsson and Bo Jesper
Hansen are elected as board members at the general meeting, the board of
directors of TopoTarget A/S will consist of the following seven members: Håkan
Åström, Jeffrey H. Buchalter, Anders Gersel Pedersen, Ingelise Saunders, Anders
Fink Vadsholt, Per Samuelsson and Bo Jesper Hansen.
About Anders Fink Vadsholt: Anders Fink Vadsholt is a partner at BankInvest
Biomedical Venture (BBV), which he joined in 2005. Mr. Vadsholt manages a
number of BBV investments and currently serves on the board of Zealand Pharma
A/S. Mr. Vadsholt has 12 years of biotech experience from investment banking,
venture capital and start-up companies. He is a co-founder of a number of
Biotech & IT companies, including 7TM Pharma A/S, where he was also Chief
Financial Officer. He gained his investment banking experience at Carnegie Bank
working within corporate finance and life science security analysis. Mr.
Vadsholt has an MBA from Melbourne University, a master's degree in Business
Law and Finance from Copenhagen Business School.
About Per Samuelsson: Per Samuelsson is a Partner with HealthCap, a venture
capital fund and he is based in Stockholm, Sweden. Prior to joining Odlander
Fredrikson / HealthCap in the year 2000, Mr. Samuelsson gained over 15 years of
investment banking experience, mainly with Aros Securities in Sweden. In his
most recent position with Aros Securities, as a Director in the firm's
corporate finance department, he specialised in the areas of Merger
Transactions, Initial Public Offerings and Equity Incentive Programs. Prior to
this Mr. Samuelsson was head of Research, also at Aros Securities. Mr.
Samuelsson received his M.Sc. in Engineering from the Institute of Technology
in Linköping. Mr. Samuelsson currently holds positions in the following
companies: Algeta ASA (board member), BioStratum Inc. (board member), Cardoz AB
(board member), Millicore AB (board member), Nucleonics Inc. (board member) and
Optivy AB (board member).
About Bo Jesper Hansen: Since 1998 the CEO & President of Swedish Orphan
International Group of Companies consisting of the subsidiaries in Sweden,
Denmark, Finland, Norway, the Baltic States, the UK, Germany, France, Spain,
Italy and Japan. Mr. Hansen has been in Swedish Orphan International AB since
1993 having established the subsidiaries in Norway and Denmark and is also
responsible for the current expansion into the big five countries in Europe.
Has held several positions within the company before becoming Vice President
for the parent company and later on being appointed the company CEO. During
this period he has also co-founded the Shared Clinic “The Prostate Clinic” in
Denmark. Mr. Hansen experience includes International Marketing and Contract
negotiations, extensive knowledge within Regulatory, Pharmacovigilance, Medical
Marketing and Business Development and he has close collaborations with persons
involved in the Pharmaceutical Industry in general and in the Orphan Drug area
in particular. Prior to joining Swedish Orphan International AB, Mr. Hansen
worked as a medical advisor for several of the biggest Pharmaceutical Companies
through the privately owned and founded company Scandinavian Medical Research.
Today, Mr. Hansen acts as ordinary member of the board in the Swedish Orphan
International Group, Vivolution A/S, and Zymentec A/S. Dr. Hansen is a Medical
doctor, PhD from the University of Copenhagen having significant research
experience. Dr. Hansen is the author of more than 40 publications in
international peer-review scientific journals and is an experienced presenter
at international scientific congresses.
Re. 2
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.
Adoption of the proposals comprised by no. 1 and 2 of the agenda are made by a
simple majority of the votes cast.
The company's nominal share capital currently amounts to DKK 132,609,020
consisting of 132,609,020 shares of DKK 1 nominal value. At General Meetings,
each share amount of DKK 1 nominal value carries one vote. The shareholders
exercise their financial rights through their own deposit banks.
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 Ø no 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.
Admission card: Any shareholder is entitled to attend the general meeting after
having submitted a request for an admission card no later than Monday, 20 July
2009 at 4:00 PM. 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.
Admission cards and voting papers may be requested at the company's website:
www.topotarget.com. In order to do so, shareholders will need to type in their
VP-account number. Shareholders can obtain their VP-account number from their
own depository bank. Admission cards and voting papers may also obtained
through the company's offices on all weekdays (Saturdays excepted) in
accordance with Article 12 of the Articles of Association either in person or
by telephone at +45 39 17 83 92.
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 A/S
For further information, please contact:
Peter Buhl Jensen Telephone +45 39 17 94 99
CEO Mobile +45 21 60 89 22
Background information
About TopoTarget
TopoTarget (OMX: TOPO) is an international biotech company headquartered in
Denmark, dedicated to finding ''Answers for Cancer'' and developing improved
cancer therapies. The company was founded and is run by clinical cancer
specialists and combines years of hands-on clinical experience with in-depth
understanding of the molecular mechanisms of cancer.
TopoTarget has a broad clinical pipeline but is currently focusing on the
development of belinostat, which has shown proof of concept as monotherapy in
treating haematological malignancies and positive results in solid tumours
where it can be used in combination with full doses of chemotherapy, and is in
phase III in PTCL. TopoTarget's expertise in translational research is
utilizing its highly predictive in vivo and in vitro cancer models. TopoTarget
is directing its efforts on key cancer targets including HDACi, NAD+, mTOR,
FasLigand and topoisomerase II inhibitors. The company's first marketed product
Savene®/Totect® was approved by EMEA in 2006 and the FDA in 2007 and is
marketed by TopoTarget's own sales force in Europe and the US. For more
information, please refer to www.topotarget.com.
