Notice is hereby given that the Annual General Meeting of Topotarget A/S will be held on:
Tuesday 5 April 2011 at 4.00 pm CET.
The Annual General Meeting will be held at:
Symbion
Fruebjergvej 3
DK-2100 Copenhagen Ø
The agenda for the Annual General Meeting is as follows:
1. Report on the Company’s activities during the past year.
2. Presentation of audited annual report with auditor’s statement for approval and discharge of the board of directors and management.
3. Resolution on application of profits or covering of losses as per the adopted annual report.
4. Election of board members and alternates, if any.
5. Election of state authorised public auditor.
6. Any proposals from the board of directors and/or shareholders.
Re 1
Chairman of the board, Bo Jesper Hansen, and Chief Executive Officer, Francois Martelet, 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 55.7 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. Existing board member Anders Gersel Pedersen has decided to resign from the board in connection with the general meeting. All other the existing board members have offered themselves for re-election. The board of directors is currently in the process of identifying one additional board member who has broad medical and industrial experience as well as expertise within the area of (EU) regulatory affairs. If the board is successful in its efforts, Topotarget will publish relevant background information concerning such candidate as soon as possible.
Information about the current board members is available in the Company's annual report for 2010 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:
6.1 Proposal for changes to the articles of association
6.1.1 Authorisation to the board of directors to issue warrants
Under the existing authorization for the board of directors to issue warrants in Article 6(e) of the articles of association, 1,327,500 warrants remain unissued. The board of directors proposes to amend Article 6(e) to authorize the issue of a total of 2,727,500 warrants - without pre-emption rights for the existing shareholders - that give the right to subscribe up to a total of nominal DKK 2,727,500 shares in the Company to employees, the Management, board members, consultants or advisors to the Company and its subsidiaries and to implement the corresponding capital increases. Also, the board of directors proposes to prolong the authorization to expire 5 years after this year's Annual General Meeting.
The board of directors believes that it is necessary for the Company, in order for it to be able to retain and attract a sufficient number of qualified employees, board members and consultants, to be able to offer warrants as part of the employment or affiliation with the Company.
The revised Article 6(e) is set forth below:
“6(e)
In the period until 4 April 2016, the board of directors is authorised to make one or more issues of up to a total of 2,727,500 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.”
6.2. Other proposals from the board of directors
6.2.1. Authorisation to the board of directors to allow the Company to acquire treasury shares
The board of directors proposes that the board of directors be authorised, until the next annual general meeting, to purchase treasury shares within a limit of 10% of the Company’s share capital and at a price corresponding to the listed price plus/less 5% at the time of the purchase.
6.2.2. Approval of revised general guidelines for incentive remuneration of the Company’s board of directors and management
The board of directors proposes that the general meeting approves revised general guidelines for incentive remuneration of the Company’s board of directors and management. The proposed changes enable the board of directors in extraordinary and specific cases to grant a cash bonus to the management of up to 100% of the aggregate annual base salary to the management.
The proposed revised guidelines are enclosed as Exhibit 1 with the suggested changes shown.
If the general meeting approves the revised guidelines for incentive pay for board and management, article 6c will be changed to note that at the annual general meeting held on 5 April 2011, the shareholders approved general guidelines for incentive remuneration of the Company’s board of directors and management. The guidelines will also be made public at the Company’s website (www.topotarget.com).
6.2.3. 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.
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The adoption of the board of directors’ proposal to amend the articles of association contained under item 6.1 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 other proposals are adopted by a majority of the votes cast.
The Company's nominal share capital currently amounts to DKK 132,652,050 consisting of 132,652,050 shares of DKK 1 nominal value each. 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.
Information: The following information is available at the Company's website www.topotarget.com as of Friday March 11, 2011:
- Notice to convene the general meeting;
- The aggregate number of shares and voting rights as at the date of the notice to convene the general meeting;
- The documents that will be submitted at the general meeting, including the audited annual report;
- The agenda and the complete proposed resolutions;
- The forms used when voting by proxy and by mail.
The convening notice will also be forwarded in writing to all shareholders recorded in the Register of Owners who have requested such notification.
Shareholders can ask questions to the Company in writing regarding the agenda and/or the documents prepared for the general meeting.
Date of registration: The shareholders' right to vote at the general meetings of the Company or to vote by mail in relation to the shareholders' shares is determined in relation to the shares held by the shareholders at the date of registration. The date of registration is March 29, 2011.
After the date of registration, a calculation is made of the shares which each shareholder owns at the date of registration. The calculation takes place on the basis of registrations of shares made in the Register of Owners on the registration date as well as notifications concerning ownership which the Company has received on the registration date with a view to update the ownership in the Register of Owners. In addition, participation is conditional on the shareholder having obtained an admission card in due time as described below.
Admission card: Access to the general meeting is conditional on the shareholder having requested an admission card not later than Friday April 1, 2011, at 4.00 pm CET. Admission cards are requested by contacting Computershare A/S, Kongevejen 418, DK-2840 Holte by mail or by fax: +45 45 46 09 98. Alternatively, via www.topotarget.com. Please note that requested admission cards are not forwarded until the last week before the general meeting.
Proxy: Submission of proxy for the general meeting may take place through Computershare A/S. Proxy forms can be downloaded from the website of the Company, www.topotarget.com and must be forwarded to Computershare A/S, Kongevejen 418, DK-2840 Holte by mail or by fax no. + 45 45 46 09 98. Computershare must receive completed proxy forms no later than 12.00 noon CET at April 1, 2011.
Voting by mail: Shareholders may - instead of voting at the extraordinary general meeting - choose to vote by mail, i.e. voting in writing prior to the holding of the general meeting. Any shareholder who chooses to vote by mail shall send the absentee vote to Computershare A/S, Kongevejen 418, DK-2840 Holte, by mail or by fax no. + 45 45 46 09 98 so that Computershare receives the absentee vote no later than 12.00 noon CET at April 4, 2011. An absentee vote cannot be withdrawn. Absentee voting forms can be downloaded from the website of the Company, www.topotarget.com.
Please note that letters may be in the mail for several days.
Topotarget A/S
For further information, please contact:
Annette Lykke, Director of Investor and Public Relations: Direct: +45 39178344; Mobile: +45 23289814
For Exhibit please see the attached PDF-file.
Background information
About Topotarget
Topotarget (NASDAQ OMX: TOPO.CO) is a Scandinavian based international biotech company headquartered in Denmark, dedicated to improve cancer therapies. In collaboration with Spectrum Pharmaceuticals, Inc. Topotarget currently focuses on the development in pivotal studies of its lead drug candidate, belinostat, which has demonstrated a clear anti-neoplastic effect in both hematological malignancies and solid tumors. Belinostat can be used in combination with full doses of chemotherapy, and is currently in a pivotal trial within PTCL (peripheral T-cell lymphoma) and Phase 2 in cancer of unknown primary site (CUP). Topotarget’s key cancer drug targets are HDAC, NAD+, mTOR, Fas ligand and topoisomerase II. Totect® is a product on the market developed from Topotarget’s drug discovery technology. Totect® is marketed by the company’s own sales specialists in the US. The European rights to Savene® were divested in March 2010 as a consequence of the focus to develop and commercialise belinostat. 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 exposure; 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.
