To the shareholders of
Pharmexa A/S
Pursuant to article 7 of the articles of association the shareholders of
Pharmexa A/S are hereby con-vened to an extraordinary general meeting on
Tuesday 1 July 2008 at 4:00 PM.
To be held at Agern Allé 1, 2970 Hørsholm, with the following agenda:
1. Proposal to reduce the Company's share capital by DKK 268,613,730 from DKK
298,459,700 to DKK 29,845,970 by transfer to a special fund to be used only as
resolved by the general meeting pursuant to Section 44a, subsection 1,
paragraph 3 of the Danish Public Companies Act. The transfer to a special fund
shall amount to DKK 107,445,492 and the capital decrease is hereby reduced at a
p-rice of 40, i.e. by DKK 161,168,238 in excess of the amount which is
transferred to the special fund. It is also proposed to amend the face value of
the shares and the minimum subscription price for sub-scribing for shares to
DKK 0.50 in articles 4.1, 4.7, 4.10, 4.11 and 4.12 of the articles of
association and amend article 3 of the articles of association to
“The company's share capital is DKK 29,845,870 divided into shares of DKK 0.50
each or mul-tiples thereof.”
As a consequence of the regulation clauses which apply to the issued warrants
pursuant to articles 4.10, 4.11 and 4.12 of the articles of association, a
reduction of the Company's share capital as pro-posed will entail a reduction
of the numbers of shares, which may be subscribed pursuant to the war-rants as
the number will be reduced to 10% of the current number. The exercise price
will remain the same.
The proposal is submitted with the intent to provide the board of directors
with the necessary flexibil-ity in relation to the strategic alternatives for
the company, as the present nominal value per share of DKK 5 is impeding
Pharmexa's possibilities. The proposed change will provide the board of
directors with a possibility to strengthen the company's financial position
through a capital increase. Further-more the proposal will provide Pharmexa
with a possibility of participating in a share based merger with another
company.
……..
Adoption by the general meeting of the proposal above is subject to the
requirement that at least two-thirds of both the votes cast and the represented
voting share capital vote in the affirmative, cf. article 12 of the articles of
association, cf. Section 78 of the Danish Public Companies Act.
The total share capital of the company amounts to DKK 298,459,700 divided into
shares of DKK 5 or multiples thereof. At the general meeting each share of DKK
5 equals one vote. Danske Bank A/S is the issuing institute of shares for the
Company. The shareholders can exercise their financial rights through Danske
Bank A/S.
Shareholders wishing to attend the general meeting must order an admission card
not later than Thursday 26 June 2008. The admission card can be ordered from
the Company on e-mail: ir@pharmexa.com or tel: +45 45 16 25 25 or from Aktiebog
Danmark on telefax: 45 46 09 98. The order must detain the name and VP-account
number of the shareholder. Shareholders, who are not registered in the
Company's register of shareholders and who wish to attend the general meeting,
must present documentation from their account-holding institution to
substantiate their shareholding, which documentation must be dated within the
last eight days. Furthermore, the shareholders must submit a written statement
to the effect that the shares have not been and will not be transferred to any
third party before the general meeting has ended.
Voting rights may be exercised by an instrument of proxy given to a person who
need not be a share-holder of the Company. An instrument of proxy shall be
deemed to be in force until revoked in writ-ing by notification to the Company
unless it contains conflicting provisions. An instrument of proxy must not be
issued for more than one year. Proxy order forms may be downloaded from the
website of Company: http://www.pharmexa.com.
The agenda, including the complete proposals to be considered at the general
meeting , the Company's annual report for 2007 including the auditors' report
and signed by the managing director and the board of directors and a statement
by the board of directors and the auditors declaration thereon in ac-cordance
with article 29(2) of the Danish Public Companies Act is available at the
registered office of the Company for inspection by the shareholders eight days
before the general meeting and is also available on the website of the Company:
http://www.pharmexa.com.
Hørsholm, 20 June 2008
PHARMEXA A/S
On behalf of the Board of Directors
