The shareholders' meeting in PCI Biotech Holding ASA has passed planned resolutions as preparations for the completion of the demerger of Photocure

The shareholders' meeting in PCI Biotech Holding ASA has passed planned resolutions as preparations for the completion of the demerger of Photocure. Upon completion of the demerger PCI Biotech AS becomes a wholly owned subsidiary of PCI Biotech Holding ASA. PCI Biotech Holding ASA has applied for listing on Oslo Axess and will carry out a public offering prior to expected listing of the company. Shareholders in Photocure will have priority on allocation for parts of the offering. It has been established a guarantee consortium for the offering for subscription of minimum 3,000,000 shares at a subscription price of NOK 20, of which 1,177,500 shares are guaranteed subscribed for by Photocure.

On 9 April this year, the shareholders' meeting in Photocure ASA resolved to separate the subsidiary PCI Biotech AS from Photocure through a demerger, to increase focus on further development of the technology of PCI Biotech AS. Completion of the demerger implies that all shareholders in Photocure will receive one share in PCI Biotech Holding for each share they hold in Photocure, however in such a way that the PCI Biotech Holding shares, before delivery, will be subject to a reverse split at a 10:1 ratio. The Photocure share will be traded inclusive the right to receive shares in PCI Biotech Holding to and including the day when the completion of the demerger is registered in the Norwegian Register of Business Enterprises. A separate stock exchange notice will be distributed with further information in this respect.

As preparations for the completion of the demerger the shareholders' meeting in PCI Biotech Holding ASA ("PCI Biotech Holding") has resolved to increase the company's share capital by a minimum of NOK 9,000,000 and maximum NOK 15,000,000 through the issue of minimum 3,000,000 new shares and maximum 5,000,000 new shares, each of par value of NOK 3. The shares will be offered for subscription by professional and institutional investors in Norway and certain other jurisdictions, as well as retail investors in Norway through a public offering. Shareholders in Photocure will have priority on allocation for 2,500,000 of the new shares. The last day the Photocure shares are traded inclusive this right is 28 May 2008. The subscription price in the Offering is NOK 20 per share. The subscription period is expected to last from 28 May 2008 at 09:00 (CET) to 9 June 2008 at 16:30 (CET). It is planned for registration of the capital increase in the Register of Business Enterprises at the latest on 17 June, 2008, simultaneously with the registration of the completed demerger. It has been established a guarantee consortium for the offering for subscription of minimum 3,000,000 shares at a subscription price of NOK 20 with a total subscription amount of NOK 60,000,000 in the offering, of which Photocure has guaranteed for NOK 23,550,000.

In connection with the demerger and the offering, PCI Biotech Holding has applied for listing of the company on Oslo Axess. The application will be considered at the board meeting in Oslo Stock Exchange on 29 May 2008 and subject to a positive resolution it is expected that PCI Biotech Holding will be listed on Oslo Axess on 18 June 2008.

Further information regarding the public offer will be presented in a prospectus to be published before the start of the subscription period and will be accessible on the home page of PCI Biotech Holding (www.pcibiotech.no) and Fondsfinans ASA (www.fondsfinans.no).

The shareholders' meeting in PCI Biotech Holding has also resolved a capital increase against contribution in kind of minority share holdings in PCI Biotech AS, to facilitate transfer of such shares to PCI Biotech Holding, leading to the company obtaining ownership of all outstanding shares in PCI Biotech AS before the planned listing on Oslo Axess.

The shareholders' meeting has also resolved a reverse split of the shares in PCI Biotech Holding, at the ratio of 10:1, changing the par value of each share from NOK 0.30 to NOK 3. Gezina AS, will at the implementation of the reverse split make sure that no shareholder in PCI Biotech Holding will have their ownership share reduced because they do not possess a number of shares divisible by 10 when the reverse split is implemented. In order to increase the company's share capital to a number of shares divisible by 10, the shareholders' meeting has resolved to carry out an adjustment issue, whereby 6 shares will be issued, each at a par value of NOK 0.30, at par value to Gezina AS.

Further, the shareholders' meeting has also approved allotment of share options for the subscription of 405,000 shares in PCI Biotech Holding, each of par value NOK 3, to the management of the company, equal to 5.5 - 7.5 % of the share capital subsequent to completed offering. The following persons in the management have been allotted share options: Per Walday, CEO - 120,000 share options; Anders Høgset, SCO - 90,000 share options; Christian Fekete, CFO - 45,000 share options; and Marie Botilsrud, Clinical Development Director - 45,000 share options. In addition, the shareholders' meeting has approved the allotment of 105,000 share options to future key individuals.

The exercising price for the share options is NOK 20 per share, equal to the subscription price in the public offering. 1/3 of the share options may be exercised after the second quarter of 2009, 2010 and 2011, respectively. All the share options must be exercised within one week after the company has published its interim report for second quarter of 2013.

Further, the shareholders' meeting has vested the board of directors with the authority to increase the company's share capital by NOK 8,124,585, equalling maximum 50 % of the share capital in PCI Biotech Holding upon listing on Oslo Axess. Such authorisation will facilitate for the board to secure financing of the company's further development when needed, or to carry out acquisitions and settle with shares. The authorisation may also be used to issue shares under the company's share option scheme. The shareholders' pre-emptive rights, cf. the Public Limited Liability Companies Act Section 10-4, may be disregarded upon use of the authorisation. The authorisation shall apply until the annual shareholders' meeting in the company in 2009.