The Extraordinary General Meeting of Pharmexa A/S was held on Monday, 17
December 2007. The suggested changes were approved at the general meeting.
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."
This was approved at the general meeting.
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 newspaper 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."
This was approved at the general meeting.
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 increase 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 increase is being carried out by
conversion of debt or as remuneration 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."
This was approved at the general meeting.
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."
This was approved at the general meeting.
Hørsholm, December 17, 2007
Jakob Schmidt
Chief Executive Officer
Additional information: Jakob Schmidt, Chief Executive Officer, telephone +45
4516 2525
Claude Mikkelsen, Vice President, Corporate Affairs and Communication,
telephone +45 4516 2525 or +45 4060 2558
