TopoTarget A/S : Notice to Convene Annual General Meeting
03/19/2012| 04:03am US/Eastern
To NASDAQ OMX Copenhagen A/S
Announcement No. 05-12 / Copenhagen, March 19, 2012
Notice is hereby given that the Annual General Meeting of
Topotarget A/S will be held on: Wednesday April 11, 2012 at 4.00
The Annual General Meeting will be held at: Fruebjergvej 3 DK-2100 Copenhagen
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
5. Election of state authorized public auditor.
6. Any proposals from the Board of Directors and/or
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 33 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. All the current
board members have offered themselves for re-election.
Information about the current board members is available in the
Company's annual report for 2011 and at the Company's
. 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. Proposals from the Board of
Directors 6.1.1. Authorization to the Board of Directors to
allow the Company to acquire treasury shares
The Board of Directors proposes that the Board of Directors be
authorized, 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. 6.1.2. 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 authorized 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
All proposals are adopted by a simple 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. At general meetings, each share amount of DKK 1
nominal value carries one vote.
Information:The following information
is available at the Company's website www.topotarget.com as
of Monday March 19, 2012:
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
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
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 April 4, 2012.
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 Wednesday April 4, 2012.
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, viawww.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,
This press release was issued by TopoTarget A/S and was distributed, unedited and unaltered, by noodls on 2012-03-19 09:55:23 AM. The issuer is solely responsible for the accuracy of the information contained therein.