To the shareholders of Unauthorised translation Pharmexa A/S Pursuant to article 7 of the articles of association the shareholders of Pharmexa A/S are hereby convened to an ordinary general meeting on Tuesday, 24 April 2007 at 3:30 p.m. to be held at Søhuset, Venlighedsvej 10, DK-2970 Hørsholm, with the following agenda: 1. The board of directors report on the company's activities during the past year. 2. Submission of the annual report for adoption and discharge of the board of direc-tors and the management. 3. The board of directors' proposal to distribution of the profit or settlement of loss. 4. Proposals from the board of directors or any proposals from shareholders in ac-cordance with Article 8.4. 4.A. As the existing authorisation to the board of directors to issue shares in connec-tion with acquisitions or capital increases expires on 31 December 2007 the board of directors proposes that the authorisation is prolonged until 31 Decem-ber 2008 in order that the articles of association, article 4, sub-article 4.1 is amended to following wording: "For the period ending on 31 December 2008 the board of directors shall be authorised to increase the share capital of the company on one or more occa-sions with up to nominally DKK 375.056.050 (37.505.605 shares of DKK 10) ne-gotiable registered shares which shall rank equally with the existing share capi-tal. The capital increase may be paid in by cash payment as well as otherwise. If the subscription price is equal to the market price the board of directors may de-cide that the subscription shall be without pre-emption rights for the sharehold-ers. If the capital increase is being carried out by conversion of debt or as remu-neration of acquiring of already existing activities the shareholders shall have no pre-emptive rights. Additional terms and conditions of the share subscription are determined by the board of directors." 4.B. The board of directors propose that article 13.1 of the company's articles of as-sociation is amended so that Jørgen Buus Lassen, who pursuant to the articles of association has reached the retirement age of board members, may continue as a board member until the company's annual general meeting in 2008. The board of directors proposes that article 13.1 of the articles of association, last sentence, is changed as follows: "No member shall be entitled to be on the board of directors after the first annual general meeting in the calendar year in which the member attains the age of 70, as far as Jørgen Buus Lassen is con-cerned in the calendar year in which he attains the age of 74." 5. Election of members to the board including the proposal that Ole Steen Ander-sen, Executive Vice President of Danfoss, and Karen Lykke Sørensen, Manag-ing Director of Sanofi-Aventis in Denmark, is elected new members of the board of directors. Arne Gillin has announced that he wishes to resign from the board of directors after having been member of the board for more than 9 years. 6. Election of state authorised accountants. 7. Authorisation of the chairman of the general meeting to register the solutions passed by the general meeting with the Danish Commerce and Companies Agency and to make such addition, alteration or amendment thereto or therein, including the company's articles of association, as the Danish Commerce and Companies Agency may require for registration. Adoption by the general meeting of the proposals mentioned under item 4.A. and 4.B. is subject to the requirement that at least two-thirds of both the votes cast and the repre-sented voting share capital vote in the affirmative, cf. article 12 of the articles of asso-ciation, cf. section 78 of the Danish Companies Act. Shareholders wishing to attend the general meeting must order an admission card from Aktiebog Danmark A/S not later than Thursday 19 April 2007. 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 shareholder of the company. An instrument of proxy shall be deemed to be in force until revoked in writing by notification to the company unless it contains conflicting provisions. An instrument of proxy must not be issued for more than one year. The agenda, including the complete proposals to be considered at the general meeting and the company's annual report for 2006 including the auditors' report and signed by the managing director and the board of directors 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 company's website: http://www.pharmexa.com. Hørsholm, 2 April 2007 Pharmexa A/S On behalf of the Board of Directors
Pursuant to article 7 of the articles of association the shareholders of Pharmexa A/S are hereby convened to an ordinary general meeting
| Source: Affitech A/S