Announcement no. 7/2007
To the Copenhagen Stock Exchange Copenhagen, April
12th, 2007
NOTICE
convening the Annual General Meeting of Curalogic A/S
(CVR reg. no. 27 97 06 05)
Monday April 23, 2007 at 3.00 pm (CET)
The shareholders of Curalogic A/S, CVR no. 27970605, are summoned to the Annual
General Meeting to be held Monday 23 April, 2007, at 3.00 pm (CET) at Søhuset,
Scion Park, Venlighedsvej 10, 2970 Hørsholm, Denmark.
AGENDA
The Board of Directors' report on the activities of the Company during the year.
Presentation and adoption of the audited annual report and granting discharge of
liability for the Board of Directors and the management.
Distribution of profit or covering of losses in accordance with the annual
report adopted by the general meeting.
Appointment of members of the Board of Directors.
All board members elected by the Annual General Meeting are up for election. The
Board of Directors proposes re-election of the following existing board members
elected by the Annual General Meeting: Jakob Schmidt, Christian K. Hansen,
Pamela J. Kirby, Alf A. Lindberg og Carl Spana.
Appointment of auditor.
The Board of Directors proposes re-election of Deloitte Statsautoriseret
Revisionsaktieselskab.
Any proposals from the Board of Directors or the shareholders.
The Board of Directors' proposal that the Annual General Meeting authorises the
Board to issue warrants.
The Board of Directors' proposal that the Annual General Meeting authorises the
Board to increase the Share Capital of the Company.
The Board of Directors' proposal of a new keeper of the share Register through
an amendment of section 4.3 of the Articles of Association and the Board of
Directors' proposal that the general meetings of the Company are to be held in
“Region Hovedstaden” through an amendment of section 5.1 of the Articles of
Association.
Authorisation of the chairman of the Annual General Meeting.
Any other business.
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Regarding agenda item 6:
i) Proposal from the Board of Directors that the Annual General Meeting
authorises the board to issue warrants.
The Board of Director proposes that the Annual General Meeting extends the
existing authorisation by 1,000,000 warrants (equivalent to a nominal value of
DKK 500,000). Of the original authorisation of 1,200,000 warrants in Articles of
Association section 4.7, 160,000 warrants remains (equivalent to a nominal value
of DKK 80,000). Thus, the Board of Directors proposes that the Annual General
Meeting authorises the Board of Directors, through to 31 March 2009, to issue
1,160,000 warrants in one or more issues (equivalent to a nominal value of DKK
580,000).
The authorisation is proposed inserted as a new section 4.8 of the Articles of
Association and replaces the existing authorisation in section 4.7.
ii) Proposal from the Board of Directors that the Annual General Meeting
authorises the Board of Directors to increase the capital.
The Board of Directors proposes that the Annual General Meeting authorises the
Board of Directors, through to 31 March 2012, to increase the share capital, in
one or more issues, by a nominal value not exceeding DKK 10,000,000, the
equivalent of 20.000.000 new shares at DKK 0,50.
The authorisation is proposed inserted as a new section 4.7 in the Articles of
Association. As a result of the insertion there are consequential amendments to
the numbering of subsections in section 4 of the Articles of Association.
iii) Proposal from the Board of Directors of a new keeper of the share register
through an amendment of section 4.3 of the Articles of Association and proposal
from the Board of Directors to amend section 5.1 of the Articles of Association
to the effect, that the general meetings of the Company are to be held in
“Region Hovedstaden”.
Danske Bank A/S has sold its share register business to VP Investor Services
A/S. Section 4.3 of the Articles of Association regarding the keeper of the
share register is thus proposed amended taking the change of keeper of the share
register into account. The Board of Directors furthermore proposes that the
general meetings of the Company are to be held in “Region Hovedstaden”, through
an amendment of section 5.1 of the Articles of Association.
iv) Proposal from the Board of Directors to authorise the chairman of the Annual
General Meeting.
The Board of Directors proposes that the Annual General Meeting authorises the
chairman of the Annual General Meeting to file the changes adopted and make such
amendments to the documents submitted to the Danish Commerce and Companies
Agency which the Danish Commerce and Companies Agency, might request or find
appropriate in order to register the changes adopted by the Annual General
Meeting.
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The Company's share capital is DKK 18,214,408 divided into shares of DKK 0.50
each or multiples thereof. Each nominal shareholding of DKK 0.50 carries one
vote.
For adoption of the proposals regarding agenda item 6(i), 6(ii) og 6(iii) at
least two thirds of the votes cast as well as of the share capital represented
at the Annual General Meeting shall vote for the proposals, cf. the Danish
companies act. For adoption of the proposals regarding agenda item 1-5 and item
6(iv), a simple majority must be in favour of the proposals.
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No later than 8 days prior to the Annual General Meeting the agenda, the
complete proposals, and the annual report 2006, will be made available at the
offices of Curalogic A/S and the annual report 2006 will be sent to all
registered shareholders. The complete proposals and the annual report, 2006, is
also available at the website of Curalogic A/S www.curalogic.com under “Investor
Relations.”
It is a prerequisite for access to and the exercising of voting rights at the
Annual General Meeting, that the shareholder have received an admission card no
later than 5 days prior to the Annual General Meeting. Shareholders that cannot
attend the Annual General Meeting can exercise their rights by proxy to the
board of directors or to a person appointed by the shareholder, and attending
the Annual General Meeting.
The Board of Directors of Curalogic A/S
The Annual General Meeting will be announced in the Danish newspaper Berlingske
Tidende April 13, 2007.
For additional information, please contact:
Peter Moldt, President and CEO, Phone +45 33 11 41 01, mobile +45 26 25 04 22
Helle Busck Fensvig, EVP and CFO, Phone +45 33 11 41 01, mobile +45 20 70 55 37
About Curalogic
Curalogic is a Danish biopharmaceutical company listed on the Copenhagen Stock
Exchange (CUR.CO). Curalogic develops innovative pharmaceuticals for the
treatment of allergy. By combining the best of two worlds - the efficacy of
immunotherapy combined with the safety and patient convenience of symptomatic
treatments - Curalogic aims to develop a novel and user-friendly form of allergy
treatment, and make it the preferred type of allergy treatment among patients.
Curalogic has a broad and mature pipeline with a product for treatment of
ragweed allergy in Phase III, products for treatment of grass allergy and cat
allergy in Phase II and a product for treatment of house dust mite allergy
preparing for clinical trials.
This announcement contains forward-looking statements regarding the company's
future financial development and performance and other statements which are not
historical facts. Such statements are made on the basis of assumptions and
expectations which, to the best of the company's knowledge, are reasonable at
this time, but may prove to be erroneous in the future.
