Announcement No. 11-09 / Copenhagen, 07 April 2009
TopoTarget A/S
Fruebjergvej 3
DK 2100 Copenhagen
Denmark
Tel: +45 39 17 83 92
Fax: +45 39 17 94 92
CVR-nr: 25695771
www.topotarget.com
Notice is hereby given that the annual general meeting of TopoTarget A/S will
be held on:
Tuesday 21 April 2009 at 4.00 p.m.
The Annual General Meeting will be held at:
Symbion Sciencepark, Fruebjergvej 3, DK-2100 Copenhagen E
The agenda for the Annual General Meeting is as follows:
1. Report on the company's activities during the past year
2. Presentation of the audited annual report with the auditors' report for
adoption and notification of discharge of the Board of Directors and the
Management
3. Resolution as to the distribution of profit or covering of loss according to
the annual report as approved
4. Election of members to the Board of Directors and any substitutes
5. Appointment of a state-authorised public accountant
6. Any proposals from the Board of Directors and/or the shareholders
Re 1
Chairman of the Board, Håkan Åström, and Chief Executive Officer, Peter Buhl
Jensen, report on the company's activities during the past year.
Re 2
The Board of Directors recommends that the audited annual report be adopted and
that a resolution be passed to discharge the Board of Directors and the
Management from liability.
Re 3
The Board of Directors proposes that the loss for the year of DKK 301.2 mill.
be carried forward to next year through recognition in retained earnings.
Re 4
Pursuant to article 14 of the Articles of Association, board members are
elected for terms of one year. All the existing board members have offered
themselves for re-election. It is proposed that all the existing members of the
company's Board of Directors, i.e. Håkan Åström, Jesper Zeuthen, Jeffrey H.
Buchalter, Anders Gersel Pedersen, Ingelise Saunders, Torbjörn Bjerke and Peter
Buhl Jensen, be re-appointed for the period until the Annual General Meeting to
be held in 2010.
Information about the board members is available in the company's annual report
for 2008 and at the company's website www.topotarget.com.
Re 5
The Board of Directors proposes that Deloitte Statsautoriseret
Revisionsaktieselskab be re-appointed as the company's auditors.
Re 6
The Board of Directors submits the following proposals:
(1) Authorisation to the Board of Directors to allow the company to acquire
treasury shares
The Board of Directors proposes that pursuant to Section 48 of the Danish
Public Companies Act, the Board of Directors be authorised to purchase treasury
shares within the 10% limit set out in Section 48. The shares can be acquired
at a price corresponding to the listed price plus/less 5% at the time of the
purchase. The authorisation shall be applicable until and including the
company's Annual General Meeting in 2010.
(2) Authorisation to the Board of Directors to increase the company's share
capital
The Board of Directors proposes that the Board of Directors be authorised to
increase the Company's share capital at one or more times by up to 6,630,451
new shares for a period of 5 years.
If approved, the following will be included as a new Article 7 to the Company's
articles of association to replace the current Article 7 (the previously
applicable authorisation which has been used in full)
”Article 7
The Board of Directors is until 20 April 2014 authorised at one or more times
to increase the Company's share capital with up to nominal DKK 6,630,451.
Capital increases according to this authorisation can be carried out by the
Board of Directors by way of contributions in kind (including e.g. acquisitions
of existing businesses), conversion of debt and/or cash contributions and can
be carried out with or without pre-emptive subscription rights for the
Company's shareholders at the discretion of the Board of Directors.
The new shares shall be negotiable shares issued to bearer, but may be recorded
in the name of the holder. The new shares shall not have any restrictions as to
their transferability and no shareholder shall be obliged to have the shares
redeemed fully or partly. The shares shall be with the same rights as the
existing share capital. The new shares shall give rights to dividends and other
rights in the Company from the time which is determined by the Board of
Directors in connection with the decision to increase the share capital.”
(3) Authorisation to the Board of Directors to issue warrants
Of the existing authorisation for the Board of Directors to issue warrants
(contained in Article 6(b) of the Articles of Association) 77,500 warrants
remain unissued. The Board of Directors is of the opinion that it is necessary
for the company to offer warrants as part of its terms of employment, etc. if
the company is to be able to attract and retain a sufficient number of
qualified employees, board members and consultants. Accordingly, the Board of
Directors proposes that a new authorisation provision be added to the company's
Articles of Association as a new Article 6(d), with the following wording:
“6(d)
In the period until 20 April 2014, the Board of Directors is authorised to make
one or more issues of up to a total of 1,350,000 warrants, each entitling the
holder to subscribe for one share of DKK 1 nominal value in the Company and to
make the relevant capital increases.
The warrants may be issued to employees, the Management, board members,
consultants or advisors to the Company and its subsidiaries without pre-emptive
rights for the Company's shareholders. The exercise price for warrants issued
under the authorisation shall correspond at least to the market price of the
Company's shares at the date of issuance of the warrants. The other terms
relating to warrants issued under the authorisation shall be fixed by the Board
of Directors.”
(4) Amendment to Article 8 of the Articles of Association regarding share
registrar
The Board of Directors proposes that the Company's Share Registrar (as set out
in Article 8 of the Articles of Association) be changed from VP Investor
Services A/S (VP Services A/S), Helgeshøj Allé 61, post-office box 20, 2630
Taastrup to I-NVESTOR RELATIONS SERVICES Kongevejen 418, DK-2840 Holte.
(5) Passing of a resolution giving authority to the chairman of the general
meeting
The Board of Directors proposes that the chairman of the meeting or a
substitute duly appointed by him be authorised to apply for registration of the
resolutions passed and to make any such amendments thereto as may be required
by the Danish Commerce and Companies Agency as a condition for registration or
approval.
--oo0oo--
The adoption of proposals 2, 3 and 4 under item 6 of the agenda requires a
majority in favour of the proposed resolution of at least two thirds of both
the votes cast and of the voting share capital represented at the General
Meeting.
The company's nominal share capital currently amounts to DKK 66,304,510
consisting of 66,304,510 shares of DKK 1 nominal value. At General Meetings,
each share amount of DKK 1 nominal value carries one vote. The shareholders
exercise their financial rights through their own deposit banks.
The agenda with the complete proposed resolutions as well as the annual report
will be available for inspection at the company's offices c/o Symbion,
Fruebjergvej 3, DK-2100 Copenhagen K no later than eight days before the
General Meeting and will be forwarded to all registered shareholders who have
requested the same not later than eight days before the General Meeting.
Admission cards and voting papers may be requested at the company's website:
www.topotarget.com. In order to do so, shareholders will need to type in their
VP-account number. Shareholders can obtain their VP-account number from their
own depository bank. Admission cards and voting papers may also obtained
through the company's offices on all weekdays (Saturdays excepted) in
accordance with Article 12 of the Articles of Association either in person or
by telephone at +45 39 17 83 92.
Pursuant to Article 12 of the Articles of Association, any shareholder is
entitled to attend General Meetings, exercise his voting right and other
shareholder rights provided that the shareholder not later than five days prior
to the General Meeting has requested that the company issues an admission card.
Admission cards are issued to shareholders registered in the company's
Shareholder Register or against presentation of a deposit transcript from VP
Securities Services or the account-holding bank. The transcript must not be
dated more than eight days before the date of presentation.
Shareholders who are unable to be present at the General Meeting may issue a
proxy to the Board of Directors or to a person appointed by such shareholder
attending the General Meeting.
TopoTarget will serve light refreshments after the Annual General Meeting.
The annual report for 2008 is available at www.topotarget.com
TopoTarget A/S
For further information, please contact:
Ulla Hald Buhl Telephone +45 39 17 83 92
Director IR & Communications Mobile +45 21 70 10 49
About TopoTarget
TopoTarget (OMX: TOPO) is an international biotech company headquartered in
Denmark, dedicated to finding ''Answers for Cancer'' and developing improved
cancer therapies. The company was founded and is run by clinical cancer
specialists and combines years of hands-on clinical experience with in-depth
understanding of the molecular mechanisms of cancer. TopoTarget has a broad
clinical pipeline but is currently focusing on the development of belinostat,
which has shown proof of concept as monotherapy in treating haematological
malignancies and positive results in solid tumours where it can be used in
combination with full doses of chemotherapy, and is in phase III in PTCL.
TopoTarget's expertise in translational research is utilizing its highly
predictive in vivo and in vitro cancer models. TopoTarget is directing its
efforts on key cancer targets including HDACi, NAD+, mTOR, FasLigand and
topoisomerase II inhibitors. The company's first marketed product
Savene®/Totect® was approved by EMEA in 2006 and the FDA in 2007 and is
marketed by TopoTarget's own sales force in Europe and the US. For more
information, please refer to www.topotarget.com.
TopoTarget Safe Harbour Statement
This announcement may contain forward-looking statements, including statements
about our expectations
of the progression of our preclinical and clinical pipeline including the
timing for commencement and completion of clinical trials and with respect to
cash burn guidance. Such statements are based on management's current
expectations and are subject to a number of risks and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. TopoTarget cautions investors that there can be no
assurance that actual results or business conditions will not differ materially
from those projected or suggested in such forward-looking statements as a
result of various factors, including, but not limited to, the following: The
risk that any one or more of the drug development programs of TopoTarget will
not proceed as planned for technical, scientific or commercial reasons or due
to patient enrolment issues or based on new information from non-clinical or
clinical studies or from other sources; the success of competing products and
technologies; technological uncertainty and product development risks;
uncertainty of additional funding; TopoTarget's history of incurring losses and
the uncertainty of achieving profitability; TopoTarget's stage of development
as a biopharmaceutical company; government regulation; patent infringement
claims against TopoTarget's products, processes and technologies; the ability
to protect TopoTarget's patents and proprietary rights; uncertainties relating
to commercialization rights; and product liability expo-sure; We disclaim any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise, unless
required by law.
