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
Monday, 17 December 2007 at 4:00 p.m. (CET)
to be held at the registered office of the company Kogle Allé 6, DK-2970
Hørsholm, with the following agenda:
1. The board of directors' proposal to decrease the share capital of the
company to meet a deficit and in consequence thereof amendment of articles 3.1
and 10.3 of the articles of association.
As of 30 September 2007 the equity of the company amounted to DKK 186,274,000.
As the share capital of the company amounts to DKK 414,543,950 the company has
lost more than half of its share capital. As a consequence thereof and in order
to adjust the company's share capital to the rights issue expected to take
place in January 2008 the board of directors propose to decrease the share
capital of the company to meet a deficit by DKK 207,271,975 to nominal DKK
207,271,975 by way of decreasing each of the company's shares from nominal DKK
10 to nominal DKK 5, and thereby amending article 3.1 to the following:
"The company's share capital is DKK 207,271,975 divided into shares of DKK 5
each or multiples thereof."
In pursuance of this proposal the board of directors proposes to amend article
10.3 of articles of association to the following:
"Each share of a nominal value of DKK 5 shall carry one vote."
2. The board of director's proposal to amend article 7.1 of the articles of
association to the following:
"The company's general meetings shall be held at the company's registered
office or in Greater Copenhagen. The Board of Directors shall convene general
meetings by giving not less than 8 days' and not more than four weeks' notice.
The notice shall be published in one leading newspa-per and in the electronic
information system of the Danish Commerce and Companies Agency. Moreover, a
written notice shall be sent to any shareholder registered in the company's
Register of Shareholders upon request."
3. The board of director's proposal to amend article 4.1 of the articles of
association to the following:
"For the period ending on December 31, 2008 the board of directors shall be
authorised to in-crease the share capital of the company on one or more
occasions with up to nominally DKK 414,543,950 (82,908,790 shares of DKK 5)
negotiable registered shares, which shall rank equally with the existing share
capital. 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 decide that the subscription shall be without pre-emption rights
for the shareholders. If the capital in-crease is being carried out by
conversion of debt or as remuneration of acquiring of already exist-ing
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. The board of director's proposal to amend article 1.3 of the articles of
association to the following:
"The company's registered office shall be situated in the municipality of
Rudersdal."
The share capital of the company amounts to DKK 414,543,950 divided into shares
of DKK 10 each or multiples thereof. At the general meeting each share of DKK
10 shall carry one vote. The issuing bank of the company is Danske Bank A/S.
The shareholders can exercise their financial rights through Danske Bank A/S.
Adoption by the general meeting of the proposals mentioned under items 1-4
requires the affirmative vote of at least two-thirds of both the votes cast and
the represented voting share capital, cf. article 12 of the articles of
association, cf. section 78 of the Danish Companies Act.
Shareholders wishing to attend the general meeting must order an admission by
contacting the company not later than Wednesday, 12 December 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 share-holder 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. Written instrument of proxy is available on the
company's website http://www.pharmexa.com.
The agenda, including the complete proposals to be considered at the general
meeting, the company's approved annual report for 2006, the report prepared by
the board of directors pursuant to Section 29 of the Danish Companies Act and
the auditors opinion thereon are available at the registered office of the
company for inspection by the shareholders eight days before the general
meeting and is also avail-able on the company's website.
Hørsholm, 30 November 2007
Pharmexa A/S
On behalf of the Board of Directors
