Notice of the annual general meeting Notice is hereby given that the annual general meeting of BioMar Holding A/S, Reg. No. 41 95 18 18 will be held in Turbinehallen, Kalkværksvej 19, 8000 Aarhus C, Denmark, on Tuesday, 15 April 2008 at 4 p.m. with the following AGENDA: 1. Management's report on the company's business in the past financial year. 2. Presentation and approval of audited annual report and discharge of Supervisory and Executive Boards. 3. Resolution on profit appropriation in accordance with the approved and audited annual report. 4. Our motion for the merger between Aktieselskabet Schouw & Co. (Reg. No. 63 96 58 12) and BioMar Holding A/S, involving a transfer of all assets and liabilities to Aktieselskabet Schouw & Co. and the dissolution of BioMar Holding A/S without any liquidation. Such a resolution shall be carried by at least two-thirds of the votes cast and of the voting share capital represented at the General Meeting. 5. Election of supervisory board members. Jens Bjerg Sørensen, Per Christian Møller, Jørn Ankær Thomsen and Asbjørn Reinkind are up for re-election. We propose the re-election of Jens Bjerg Sørensen, Per Christian Møller, Jørn Ankær Thomsen and Asbjørn Reinkind. 6. Appointment of one or several auditors. We propose the appointment of KPMG Statsautoriseret Revisionspartnerselskab. 7. Motion to authorise the chairman of the AGM. We propose that the general meeting authorises the chairman to apply for the registration of the resolutions made and to make the necessary amendments to the documents provided to the Danish Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen) as deemed appropriate by the Danish Commerce and Companies Agency in connection with the registration of resolutions by the general meeting. 8. Any other business. We refer to the complete motions for further information. Submission of documents The audited annual report, the agenda and the complete motions will be available for inspection by the shareholders at the company's office, Værkmestergade 25, sixth floor, 8000 Aarhus C, Denmark, no later than eight calendar days prior to the general meeting. From and including 14 March 2008, the following documents have been made available for the general meeting's transaction of item 4 on the agenda. 1. Merger plan, see section 134a of the Danish Public Companies Act, with accompanying draft Articles of Association of Aktieselskabet Schouw & Co. 2. Statement by the Supervisory Board, see section 134b of the Danish Public Companies Act. 3. Annual reports of Aktieselskabet Schouw & Co. and BioMar Holding A/S for the past three financial years, see section 134e of the Danish Public Companies Act. 4. Opinion by valuation experts on the merger plan and statements in accordance with section 134c (4) of the Danish Public Companies Act. 5. Documentation of the Danish Commerce and Companies Agency's receipt of the merger plan and of the announcement of the statements by the valuation experts on 12 March 2008. Share capital - size and voting rights The company's share capital represents DKK 219,980,760, broken down by 10,999,038 shares of DKK 20 each. Each share of DKK 20 carries one vote. Shareholders who have acquired shares by transfer shall not be entitled to exercise the voting rights carried by the shares in question at any General Meeting which has been convened before, and prior to the General Meeting convening notice, the shares have been registered in the register of shareholders or before the shareholder has given notice of and documented his acquisition Any shareholder who has obtained an admission shall be entitled to attend the general meeting. Against proper identification in accordance with article 10 of the company's Articles of Association, admission cards for the general meeting can be obtained at the company's office, by phoning +45 86 20 49 70, by returning the accompanying request for admission card or by sending an email to investor@biomar.com, stating name, address, securities account number and the number of registered shares on or before Thursday, 10 April 2008. Proxy Shareholders shall be entitled to attend the general meeting by proxy on presentation of an admission card and on presentation of a written and dated proxy valid for a period not exceeding one year. If you are unable to attend the general meeting, you may grant a proxy to exercise your voting rights. In this case, please fill in, sign and return the accompanying proxy form to BioMar Holding A/S on or before Thursday, 10 April 2008. Aarhus, 2 April 2008 Yours sincerely The Supervisory Board Contacts: CEO Nils Agnar Brunborg, tel. +45 25 50 50 18 Investor Relations Manager Jens Michael Haurum, tel. +45 23 23 99 90
Notice of the annual general meeting
| Source: BioMar Holding A/S