To NASDAQ OMX Copenhagen A/S
Announcement No. 05-12 / Copenhagen, March 19, 2012
Notice is hereby given that the Annual General Meeting of Topotarget A/S will be held on:
Wednesday April 11, 2012 at 4.00 pm
The Annual General Meeting will be held at:
Fruebjergvej 3
DK-2100 Copenhagen
The agenda for the Annual General Meeting is as follows:
1. Report on the Company’s activities during the past year.
2. Presentation of audited annual report with auditor’s statement for approval and discharge of the Board of Directors and Management.
3. Resolution on application of profits or covering of losses as per the adopted annual report.
4. Election of board members and alternates, if any.
5. Election of state authorized public auditor.
6. Any proposals from the Board of Directors and/or shareholders.
Re 1
Chairman of the board, Bo Jesper Hansen, and Chief Executive Officer, Francois Martelet, 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 33 mill. 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 current board members have offered themselves for re-election. Information about the current board members is available in the Company's annual report for 2011 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:
6.1. Proposals from the Board of Directors
6.1.1. Authorization to the Board of Directors to allow the Company to acquire treasury shares
The Board of Directors proposes that the Board of Directors be authorized, until the next Annual General Meeting, to purchase treasury shares within a limit of 10% of the Company’s share capital and at a price corresponding to the listed price plus/less 5% at the time of the purchase.
6.1.2. 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 authorized 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.
All proposals are adopted by a simple majority of the votes cast. The Company's nominal share capital currently amounts to DKK 132,652,050 consisting of 132,652,050 shares of DKK 1 nominal value. At general meetings, each share amount of DKK 1 nominal value carries one vote.
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Information: The following information is available at the Company's website www.topotarget.com as of Monday March 19, 2012:
- Notice to convene the general meeting;
- The aggregate number of shares and voting rights as at the date of the notice to convene the general meeting;
- The documents that will be submitted at the general meeting, including the audited annual report;
- The agenda and the complete proposed resolutions; and
- The forms used when voting by proxy and by mail.
The convening notice will also be forwarded in writing to all shareholders recorded in the Register of Owners who have requested such notification.
Shareholders can ask questions to the Company in writing regarding the agenda and/or the documents prepared for the general meeting.
Date of registration: The shareholders' right to vote at the general meetings of the Company or to vote by mail in relation to the shareholders' shares is determined in relation to the shares held by the shareholders at the date of registration. The date of registration is April 4, 2012.
After the date of registration, a calculation is made of the shares which each shareholder owns at the date of registration. The calculation takes place on the basis of registrations of shares made in the Register of Owners on the registration date as well as notifications concerning ownership which the Company has received on the registration date with a view to update the ownership in the Register of Owners. In addition, participation is conditional on the shareholder having obtained an admission card in due time as described below.
Admission card: Access to the general meeting is conditional on the shareholder having requested an admission card not later than Wednesday April 4, 2012. Admission cards are requested by contacting Computershare A/S, Kongevejen 418, DK-2840 Holte by mail or by fax: +45 45 46 09 98. Alternatively, via www.topotarget.com. Please note that requested admission cards are not forwarded until the last week before the general meeting.
Proxy: Submission of proxy for the general meeting may take place through Computershare A/S. Proxy forms can be downloaded from the website of the Company, www.topotarget.com and must be forwarded to Computershare A/S, Kongevejen 418, DK-2840 Holte by mail or by fax no. + 45 45 46 09 98. Computershare must receive completed proxy forms no later than Wednesday April 4, 2012.
Voting by mail: Shareholders may - instead of voting at the extraordinary general meeting - choose to vote by mail, i.e. voting in writing prior to the holding of the general meeting. Any shareholder who chooses to vote by mail shall send the absentee vote to Computershare A/S, Kongevejen 418, DK-2840 Holte, by mail or by fax no. + 45 45 46 09 98 so that Computershare receives the absentee vote no later than Tuesday April 10, 2012 at 12.00 noon CET. An absentee vote cannot be withdrawn. Absentee voting forms can be downloaded from the website of the Company, www.topotarget.com.
Shareholders should note that the date for requesting admission cards and forwarding proxies to Computershare A/S is Wednesday April 4, 2012 due to the Danish Easter holidays, cf. above. Please note that letters may be in the mail for several days.
Topotarget A/S
For further information, please contact:
Francois Martelet, CEO: Direct: +45 39178343; Cell: +45 51328341
Anders Vadsholt, CFO: Direct: +45 39178345; Cell: +45 28989055
Axel Mescheder, CMDO: Direct: +45 39178314; Cell: +45 51557166
Background information
About Topotarget A/S
Topotarget (NASDAQ-OMX: TOPO) is an international biopharmaceutical company headquartered in Copenhagen, Denmark, dedicated to clinical development and registration of oncology products. Topotarget focuses, in collaboration with Spectrum Pharmaceuticals, Inc., on the development in pivotal studies of its lead drug candidate, belinostat, which has shown positive results as a monotherapy treating hematological malignancies and positive results in solid tumors. Belinostat may be used in combination with full doses of chemotherapy, and is in a pivotal trial within PTCL (peripheral T-cell lymphoma). For more information, please refer to www.topotarget.com.
Topotarget A/S Safe Harbor 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 A/S 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 A/S 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 A/S' history of incurring losses and the uncertainty of achieving profitability; Topotarget A/S' stage of development as a biopharmaceutical company; government regulation; patent infringement claims against Topotarget A/S' products, processes and technologies; the ability to protect Topotarget A/S' patents and proprietary rights; uncertainties relating to commercialization rights; and product liability exposure. 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.
