Topo Target A/S
Symbion
Fruebjergvej 3
DK 2100 København Ø
Danmark
Tlf: +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:
Thursday 22 April 2009 at 4.00 pm.
The Annual General Meeting will be held at:
Symbion, Fruebjergvej 3, DK-2100, Copenhagen Ø, Meeting room M1
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, Håkan Åström, 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 140.5 mill.
be carried forward to next year through recognition in retained earnings.
Re 4
Håkan Åström and Anders Fink Vadsholt will resign from their positions as board
members of the company at the Annual General Meeting. Pursuant to article 14 of
the articles of association, board members are elected for terms of one year.
The following board members have offered themselves for re-election: Bo Jesper
Hansen, Jeffrey H. Buchalter, Anders Gersel Pedersen, Ingelise Saunders, and
Per Samuelsson. In addition, the board proposes that Anker Lundemose be elected
as new board member. All are proposed to be elected for the period until the
Annual General Meeting to be held in 2011.
Information about the board members is available in the company's annual report
for 2009 and at the company's website www.topotarget.com.
Anker Lundemose is currently Executive Vice President of Corporate Development
and Strategic Planning at OSI Pharmaceuticals, Inc. and Managing Director &
President of OSI Investment Holding GmbH. Anker Lundemose is a serial biotech
entrepreneur and co-founder of several companies including Symphogen A/S,
Santaris Pharma A/S and Prosidion Ltd in the UK. Background spans academia,
large pharma as well as biotech with positions held in both R&D, Business &
Corporate Development as well as Executive Management. Executive Vice President
of OSI Pharmaceuticals (NASDAQ:OSIP) since April 2005. Previously held
positions at Prosidion Ltd as CEO and Novo Nordisk as Associate Director,
Business Development & as Head of Diabetes Biology, Novo Nordisk and has served
as member of the Board of Directors for Symphogen A/S and for Display Biotech
Systems A/S. Currently Director of OSI Pharmaceuticals UK Limited, OSI
Investment Holding GmbH & OSI Investment Management GmbH and further sits on
the Advisory Board to Oxfordshire Bioscience Network. He received an MD in 1988
from University of Aarhus, Denmark and continued at University of Aarhus to
1992 as a Post Doctoral Fellow. During this period, in 1992, he was awarded a
Wellcome Trust Fellowship at University of Birmingham, England. A Ph.D. degree
(Molecular Microbiology) was obtained in 1990 and a Doctor of Science (Dr. Med)
degree in 1994, both from University of Aarhus, Denmark. Anker Lundemose holds
a Diploma in "Management of Drug and Device Development" from Scandinavian
International Management Institute (SIMI).
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
As a result of the new Companies Act, the board of directors proposes a number
of changes to the Company's articles of association. The changes that are
required as a result of the new Companies Act, are proposed together as one
proposal under agenda item no. 6.1.1, while the other changes that relate to,
but which are not mandatory to make, are proposed together as one proposal
under agenda item no. 6.1.2. Other proposed changes to the articles of
association are made individually under agenda item no. 6.1.3.
6.1.1. Mandatory changes as a result of the Companies Act
(1) Changed terminology so that the word “share register” be changed to
“Register of Owners”:
In articles 8 (1) and 9 (2) the word “share register” is proposed changed to
“Register of Owners”.
(2) Changed convening notices for general meetings to be a minimum of three and
a maximum of five weeks. Change to convening method, so that the notice is also
made public via the Company website.
In article 9 (2) it is proposed that the notice period for convening general
meeting be changed to a minimum of three weeks and a maximum of five weeks and
it is added that the convening notice shall also be made public via the
Company's website.
(3) Change to the deadline for motions from the shareholders for the annual
general meeting, so that the shareholders must make a motion in writing no
later than 6 weeks before the annual general meeting and description of the
board of directors' ability to accept motions received after the deadline.
Article 10 (2) is proposed to be changed to the following:
“Proposals from shareholders shall in order to be considered at the annual
General Meeting be filed in writing with the Board of Directors at the latest 6
weeks before the annual General Meeting. If a motion is filed later than 6
weeks before the General Meeting the Board decides whether the motion was filed
in such timely fashion that the motion can be included on the agenda.”
(4) Change to the shareholders' right to demand that an extraordinary general
meeting is held, so that this may be requested by shareholders who represent
1/20 of the share capital. In article 10 (3), “1/10” is proposed to be changed
to “1/20” and “14 days” in the last sentence is changed to “2 weeks”.
(5) Introduction of the concept of a registration date so that the
shareholders' right to participate and vote at the general meeting is
determined on the basis of the ownership which has been recorded or filed for
recording in the Company's Register of Owners at latest 1 week before the
general meeting.
Article 12 (2) is proposed to be replaced in its entirety by the following: “A
shareholder's right to attend General Meetings and to vote at General Meetings
is determined on the basis of the shares that the shareholder owns on the
registration date. The registration date shall be 1 week before the General
Meeting is held. The shares which the individual shareholder owns are
calculated on the registration date on the basis of the registration of
ownership in the Register of Owners as well as notifications concerning
ownership which the Company has received with a view to update the ownership in
the Register of Owners.
(6) Change to the deadline for the shareholders' request for admission card to
attend the general meeting to three days rather than five days. As a new
article 12 (3) the following is proposed: “In addition, any shareholder who is
entitled to attend a General Meeting and who wishes to attend must have
requested an admission card from the Company no later than 3 days in advance of
the General Meeting.”
(7) The requirements contained in article 11 (1) to make documents available
before the general meeting are expanded so that they now comply with section 98
cf. section 99 of the Companies Act with respect to contents and timelines:
At the latest 3 weeks before a General Meeting (inclusive of the day of the
General Meeting), the Company shall make the following information and
documents available on the Company's webpage: The convening notice, the total
number of shares and voting rights on the date of the convening, the documents
that shall be presented at the General Meeting, the agenda and the complete
proposals as well as the forms to be used for proxy voting or voting by letter
unless these are sent directly to the shareholders. If said forms cannot be
made available for technical reasons on the internet, the Company shall on its
webpage inform how the form can be obtained in hardcopy; in which case the
Company shall send the forms to any shareholders who requests this.
6.1.2. Optional changes as a result of the Companies Act
(1) Inclusion of the following section dealing with the shareholders' right to
vote per mail as a new last section of article 12:
“Shareholders who are entitled to vote cf. article 12 (2) may vote by letter.
Votes made by letter must be received by the Company no later than 12.00 noon
the business day before the general meeting.”
(2) Change to the rules concerning proxies and advisors so that only proxies to
the Company's management or board is time constrained to 12 month and that
these may in addition only be given to a specific general meeting with an
agenda which is known in advance. Inclusion of a description that a
proxy-holder may attend together with an advisor.
The current article 12 (3) is proposed to be replaced by the following (new
article 12 (4)):
“Any shareholder is entitled to attend in person or be represented by proxy and
both the shareholder and the proxy holder may attend together with an advisor.
A shareholder may vote by proxy. It is a condition that the representative
presents a written power of attorney, which is dated. A power of attorney
cannot be given to the company's board of directors or management for a period
in excess of 1 year and must be given to a specific general meeting with an
agenda known in advance.”
(3) Article 13 (1) is changed so that the reference to mandatory legislation is
replaced by a reference to the “Companies Act”. Article 13 (3) is changed so
that the rules concerning the chairman of the general meeting to follow the
stipulations of the Companies Act. The following wording is suggested:
“A Chairman appointed by the Board of Directors shall preside over the General
Meeting. The Chairman shall ensure that the general meeting is passed in a safe
and appropriate manner and is granted all the necessary capacity and powers to
ensure this. Minutes of the proceedings at the General Meeting shall be drawn
up and shall be signed by the Chairman.”
6.1.3. Other changes to the Articles of Association
6.1.3.1. Change to the convening procedure for general meetings (Article 9)
For cost saving reasons, the board of directors proposes to delete the
requirement to publish convening notices for general meetings in at least 1
national newspaper.
6.1.3.2. 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 13.260.902
new shares for a period of five 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:
”Article 7
The Board of Directors is until 21 April 2015 authorised at one or more times
to increase the Company's share capital with up to nominal DKK 13.260.902.
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.”
6.1.3.3 Authorisation to the Board of Directors to issue warrants
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(e), with the following wording:
“6(e)
In the period until 21 April 2015, the Board of Directors is authorised to make
one or more issues of up to a total of 1,980,000 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.”
6.1.3.4. Electronic Communication
The Board proposes that the Company is given the opportunity to communicate in
electronic form with its shareholders. The full terms for the resolution which
are proposed to be included in article 20 are the following:
“20
The Company may make use of electronic document exchange and electronic mail
(electronic communication) in its communications with shareholders cf. section
92 of the Danish Companies Act. The Company may at any time elect to
communicate by ordinary mail but is not obligated to do so.
All announcements and documents that pursuant to the Company's Articles of
Association, the Danish Companies Act as well as stock exchange legislation and
regulations must be exchanged between the Company and the shareholders,
including, by example, notices to convene annual or extraordinary general
meetings along with agendas and full wordings of proposed resolutions, proxies,
interim reports, annual reports, stock exchange announcements, financial
calendar and prospectuses, as well as general information from the Company to
the shareholders may be sent as an attached file by e-mail or by including in
an e-mail exact information as to where the document may be downloaded (a
link).
The Company shall request its name-registered shareholders to forward an
electronic address which may be used for electronic notices. It is the
responsibility of the individual shareholder to ensure that the Company is
informed of the correct address.
Information about system requirements and about the procedure for electronic
communications can be found on the Company's webpage www.topotarget.com.”
6.1.3.5. Company Language
The board of directors proposes that English is formally adopted as the
corporate language (new article 21) since the board and employees are comprised
by many different nationalities.
6.1.3.6. Changes to § 8 regarding Registrar of Owners
The Company's Registrar of Owners as set out in article 8 of the articles of
association has changed its name to Computershare A/S. The board of directors
proposes to change article 8 accordingly.
An excerpt from TopoTarget A/S' articles of association with all proposed
changes shown are enclosed as Exhibit 1.
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. The board of directors
regard it as good corporate governance that the authorisation is limited in
terms of number of shares and that it shall be approved by the shareholder once
annually.
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 entails that board of directors
shall be allowed to grant warrants, in addition to the 10% limitation contained
in the current guidelines, to members of the company's Executive Management if
the Board of Directors believes this to be prudent and necessary in order to
attract sufficiently qualified members to the Executive Management.
The proposed revised guidelines are enclosed as Exhibit 2.
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 22 April 2010, 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.
--oo0oo--
The adoption of the board of directors' proposals to amend the articles of
association contained under item 6.1.2 and 6.1.3 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 adoption of the board of directors' proposals to amend the
articles of association contained under item 6.1.1 of the agenda requires only
that one shareholder votes in favour. The other proposals are adopted by a
majority of the votes cast.
The Company's nominal share capital currently amounts to DKK 132,609,020
consisting of 132,609,020 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 Ø no later than 7 April 2010 and will be
forwarded to all registered shareholders who have requested the same. In
addition, no later than on 7 April 2010 the following information and
documentation is made available at the Company's website, www.topotarget.com:
1) the convening notice, 2) the total number of shares and voting rights on the
date of the convening, 3) the documents that shall be presented at the General
Meeting, including the audited annual report, 4) the agenda and the complete
proposals and 5) the forms to be used for proxy voting.
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 be 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 Register
of Owners 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.
Until the general meeting the shareholders may in writing to the Company pose
questions to the agenda or the documents to be presented at the general
meeting.
The annual report for 2009 is available at www.topotarget.com
TopoTarget A/S
For further information, please contact:
Francois Martelet Telephone +45 39 17 94 99
CEO Mobile +45 31 36 83 41
For exhibit please see the attached PDF-file
Background information
About TopoTarget
TopoTarget (NASDAQ OMX: TOPO) is an international biotech company headquartered
in Denmark, dedicated to finding ''Answers for Cancer'' and developing improved
cancer therapies. TopoTarget currently focuses, in collaboration with Spectrum
Pharmaceuticals, Inc., on the development in pivotal studies of its lead drug
candidate, Belinostat, which has shown proof of concept as monotherapy in
treating haematological malignancies and positive results in solid tumours.
Belinostat can be used in combination with full doses of chemotherapy, and is
in a pivotal trial within PTCL (peripheral T-cell lymphoma). TopoTarget's
expertise in translational research is based on utilising 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 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.
