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, 28 April 2009 at 4:00 p.m.
to be held at Agern Allé 1, 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
directors 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
accordance with Article 8.4.
A) Kjeld Beyer has requested that the following proposal be included in the
agenda: the general meeting adopts a vote of no confidence in the present board
of directors and orders the board members to resign.
5. Election of members to the board.
6. Election of accountants.
The total share capital of the company amounts to DKK 29.845.970 divided into
shares of DKK 0.50 or multiples thereof. At the extraordinary general meeting
of the Company to be held on 22 April 2009, it has been proposed to increase
the Company's share capital by minimum DKK 65,926,883 and up to DKK 66,930,846
from DKK 29,845,970 to up to DKK 96,776,816 by way of a non-cash contribution
of the entire share capital of nominally NOK 6,722,091 in Affitech AS.
At the general meeting each share of DKK 0.50 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 23 April 2009 at 6 p.m. The admission card can be ordered from the
Company on e-mail: ir@pharmexa.com or tel: +45 45 16 25 25 or from Investor
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 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. 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 and the Company's annual report for 2008 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 website of the
Company: http://www.pharmexa.com.
Hørsholm, 17 April 2009
PHARMEXA A/S
On behalf of the Board of Directors
