Announcement no. 19/2008
NASDAQ OMX Nordic Exchange Copenhagen Copenhagen, November 24,
2008
NOTICE
convening an Extraordinary General Meeting of Curalogic A/S
(CVR reg. no. 27 97 06 05)
on Thursday December 11, 2008 at 2.00 pm (CET)
The shareholders of Curalogic A/S, CVR no. 27970605, are summoned to an
Extraordinary General Meeting to be held on Thursday December 11, 2008 at 2.00
pm (CET) at FUHU Conference Center, Fiolstræde 44, 1171 Copenhagen K, Denmark.
AGENDA
Proposal from the Board of Directors to dissolve Curalogic A/S by solvent
winding-up
Since Curalogic A/S has not succeeded in re-establishing a satisfactory biotech
pipeline the Board of Directors proposes to dissolve the company by solvent
winding-up under Chapter 14 of the Danish Companies Act in order to assure that
the liquid assets of the company are returned to the shareholders.
If the proposal is adopted by the general meeting, section 1.1 of the Company's
Articles of Association will be amended to:
”The name of the Company is Curalogic A/S in liquidation”
and section 14.1 of the company's Articles of Association will be amended to:
“The Company shall be bound by legal obligations entered into on behalf of the
Company by the liquidator”
Proposal from the Board of Directors to appoint a liquidator
The Board of Directors proposes that attorney-at-law Tomas Haagen Jensen from
the law firm Gorrissen Federspiel Kierkegaard is appointed as liquidator.
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The Company's share capital is nominally DKK 28,240,074,50, divided into shares
of DKK 0.50 each or multiples thereof. Each nominal shareholding of DKK 0.50
carries one vote. Shareholders entitled to admission who have entered their
names in the register of shareholders or have registered and documented the
acquisition have the right to vote. Shareholders who have acquired their shares
by way of transfer do not have the right to vote at the general meeting, unless
the shares are in the register of shareholders or the shareholder has registered
and documented the acquisition before the publication of the notice, cf. section
9.1 of the Articles of Association.
For adoption of the proposal regarding item 1 of the agenda at least two thirds
of the votes cast as well as of the share capital represented at the general
meeting must vote in favour of the proposal, cf. the Danish Companies Act. For
adoption of the proposal regarding item 2 of the agenda, a simple majority must
be in favour of the proposals, cf. section 10.1. of the Articles of Association.
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No later than 8 days prior to the general meeting, the agenda and the complete
proposals will be made available at the offices of Curalogic A/S. The complete
proposals are also available at the website of Curalogic A/S www.curalogic.com
under “Investor Relations”.
It is a prerequisite for access to and the exercising of voting rights at the
general meeting that the shareholder has received an admission card no later
than 5 days prior to the general meeting. Shareholders who cannot attend the
general meeting can exercise their rights by proxy to the Board of Directors or
to a person appointed by the shareholder who attends the general meeting.
An authorisation form for voting is available at VP Investor Services A/S or
Curalogic A/S. Any dividend and liquidation proceeds on shares are paid out via
the Danish Securities Centre to the shareholders' accounts with the respective
account holding institutions through which the financial rights are exercised,
cf. the second sentence of section 73(5) of the Danish Companies Act.
The Board of Directors of Curalogic A/S
The Extraordinary General Meeting will be announced in the Danish newspaper
Berlingske Tidende on Tuesday November 25, 2008.
For additional information, please contact:
Jakob Schmidt, Chairman Tel. +45 20 22 68 60
Helle Busck Fensvig, EVP and CFO Tel. +45 99 99 24 03
This announcement contains forward-looking statements regarding the Company's
future financial development and performance and other statements which are not
historical facts. Such statements are made on the basis of assumptions and
expectations which, to the best of the Company's knowledge and belief, are
reasonable, at this time, but may prove to be erroneous in the future.
