To NASDAQ OMX Copenhagen A/S
Announcement no. 05-13 / Copenhagen, March 19, 2013

Notice is hereby given that the annual general meeting of Topotarget A/S will be held on:

Wednesday, April 10, 2013 at 4.00 pm CET.

The annual general meeting will be held at:

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-authorized 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, Anders Fink Vadsholt, 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 80 million 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 current board members have offered themselves for re-election. Information about the current board members is available in the Company's annual report for 2012 and on the Company's websitewww.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 Proposals for changes to the Articles of Association

6.1.1 Authorization 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, 62,500 warrants remain unissued. The Board of Directors proposes to amend Article 6(e) to authorize the issue of a total of 1,500,000 warrants - without pre-emption rights for the existing shareholders - that give the right to subscribe up to a total of nominal DKK 1,500,000 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 April 9, 2018, the Board of Directors is authorized to make one or more issues of up to a total of 1,500,000 warrants, each entitling the holder to subscribe for one share of DKK 1 nominal value in the Company against cash payment 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 authorization 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 authorization shall be fixed by the Board of Directors."

6.1.2. Authorization to the Board of Directors to increase the share capital

The Board of Directors proposes that the existing authorization in Article 7 of the Articles of Association to increase the Company's share capital is replaced by a new provision whereby the duration of the authorization is prolonged to five years from the date of the annual general meeting and whereby the authorization is increased from the current approx. nom. DKK 13.3 million new shares to 15 million new shares. Also, the authorization is proposed split into two separate authorizations (one with pre-emptive subscription rights for the shareholders and one without pre-emptive subscription rights for the shareholders).

The new Article 7 is worded as follows:

"Article 7

7.1(a) The Board of Directors is until April 9, 2018 authorized at one or more times to increase the Company's share capital with up to nominal DKK 15,000,000 with pre-emptive subscription rights for the Company's shareholders. Capital increases according to this authorization shall be carried out by the Board of Directors by way of cash contributions. The Board of Directors is authorized to make the required amendments of the Articles of Association if the authorization to increase the share capital is used.

7.1(b) The Board of Directors is until April 9, 2018 authorized at one or more times to increase the Company's share capital with up to nominal DKK 15,000,000 without pre-emptive subscription rights for the Company's shareholders. Capital increases according to this authorization can be carried out by the Board of Directors by way of contributions in kind, conversion of debt and/or cash contributions and must be carried out at market price. The Board of Directors is authorized to make the required amendments of the Articles of Association if the authorization to increase the share capital is used.

7.1(c) For shares issued pursuant to Article 7.1(a) or 7.1(b) the following shall apply: The new shares shall be negotiable shares issued to the 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.

7.1(d) The capital increase, which the Board of Directors may decide upon, pursuant to Article 7.1(a) and Article 7.1(b), cannot exceed a nominal amount of DKK 15,000,000 in the total aggregate.

6.2. Other Proposals from the Board of Directors

6.2.1. 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.

6.2.2. 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 Business Authority 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 of the agenda requires a majority in favor 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. 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 on the Company's website www.topotarget.com as of March 19, 2013:

  • 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; and
  • 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 April 3, 2013.

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 5, 2013. 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. Pleasenote 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.comand 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 Friday April 5, 2013.

Voting by mail:Shareholders may - instead of voting at the annual 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 on April 9, 2013. 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

The Board of Directors

Topotarget A/S
For further information, please contact:
Anders Vadsholt, CEO: Direct: +45 39178345

Background information

About Topotarget
Topotarget (NASDAQ OMX: TOPO) is an international biopharmaceutical company headquartered in Copenhagen, Denmark, dedicated to clinical development and registration of oncology products. In collaboration with Spectrum Pharmaceuticals, Inc., Topotarget focuses on the development of its lead drug candidate, belinostat, which has shown positive results in the treatment of  hematological malignancies and solid tumors, obtained by both mono- and combination therapy. For more information, please refer to www.topotarget.com.

Topotarget Safe Harbor Statement
This announcement may contain forward-looking statements, including statements about Topotarget A/S' expectations to the progression of Topotarget A/S' clinical pipeline and with respect to cash burn guidance. Such statements are subject to risks and uncertainties of which many are outside the control of Topotarget A/S, and which could cause actual results to differ materially from those described. Topotarget A/S disclaims 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 Danish law.


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