Source: Topotarget

August 03, 2011 10:19 ET

Notice to Convene Extraordinary General Meeting

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

29 August 2011 at 12.00 CET.

The extraordinary general meeting will be held at:

Symbion

Fruebjergvej 3

DK-2100 Ø

The items on the agenda for the extraordinary general meeting will be

1. Election of board members and 2. Authority to the chairman of the extraordinary general meeting

Re. 1 - Election of board members

The purpose of the extraordinary general meeting is the election of two additional members of the board of directors. The board of directors has concluded a process of identifying additional board members and are happy to be able to propose election of Dr. Gisela Schwab and Dr. Karsten Witt to the board. Both are proposed to be elected for a period until the next annual general meeting in the Company. None of the members of the board of directors will resign in connection with the election.

Dr. Gisela Schwab is Executive Vice President Development and Chief Medical Officer at Exelixis, Inc., South San Francisco, US. Prior to joining Exelixis, Inc. in the year 2006 Dr. Schwab served as Senior Vice President and Chief Medical Officer at Abgenix Inc., Fremont, US and was employed in several positions at Amgen, Inc., US following their acquisition of Abgenix. Dr. Schwab is from University of Heidelberg with Board Certification in Internal Medicine and Hematology/Oncology. She has great experience within the pharmaceutical industry in managing early and late stage development activities (target selection, preclinical, pharmacokinetic, clinical and regulatory development) of biotechnological compounds and small molecules, leading to worldwide product registration (17+ years experience). Furthermore she holds great experience in filing of INDs and BLAs/MAAs and in building and managing development teams ranging from several to 150+ people. Dr. Schwab is presenter and author of numerous preclinical and clinical study results and book chapters.

Dr. Karsten Witt was until recently Sr. Vice President Pharmaceutical Operations at OSI Pharmaceuticals, Inc., Melville, US, which he joined in 2002. Here he was intimately involved in the development of small-molecule targeted oncology therapies including the EGFR inhibitor Tarceva® (erlotinib) which is being co-developed with Roche and Genentech. Dr. Witt served as a member of the Tarceva Tripartite Global Development Committee since 2007. Prior to joining OSI Pharmaceuticals, Inc., he served as Sr. Director of Clinical Research & Drug Safety at NeXstar Pharmaceuticals and Gilead Sciences Inc. Dr. Witt is Doctor of Medicine from University of Copenhagen. He has been involved in successful filing of 6 oncology INDs, 3 lung filings and one filing for pancreatic cancer all leading to approval by the FDA and EMA, as well as 2 BLA/sBLA filings for hepatitis C, and one NDA for hepatitis B resulting in regulatory approvals in the US and . Dr. Witt is presenter and author of numerous publications.

Re. 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 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.

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The adoption of the board of directors’ 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 each. 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 at the Company's website www.topotarget.com as of 3 August 2011:

This convening notice with the agenda and the complete proposed resolutions. 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 extraordinary general meeting.

Date of registration: The shareholders' right to vote at the extraordinary general meeting 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 22 August 2011.

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 extraordinary general meeting is conditional on the shareholder having requested an admission card not later than 25 August 2011 at 23.59 CET. 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. Please note that requested admission cards are not forwarded until the last week before the extraordinary general meeting.

Proxy: Submission of proxy for the extraordinary general meeting may take place through Computershare A/S. Proxy forms can be downloaded from the website of the Company, www.topotarget.com and 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 25 August 2011 at 23.59 CET.

Voting by mail: Shareholders may - instead of voting at the extraordinary general meeting - choose to vote by mail, i.e. voting in writing prior to the holding of the extraordinary 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 26 August 2011 at 16.00 CET. An absentee vote cannot be withdrawn. Absentee voting forms can be downloaded from the website of the Company, www.topotarget.com.

Topotarget A/S

For further information, please contact:

Francois Martelet, CEO Direct: +45 39 17 83 41; Mobile: +45 51 32 83 41

Anders Vadsholt, CFO Direct: +45 39 17 83 45; Mobile: +45 28 98 90 55

Background information

About Topotarget

Topotarget (NASDAQ OMX: TOPO.CO) is an international biotech company headquartered in , dedicated to improve cancer therapies. In collaboration with Spectrum Pharmaceuticals, Inc. Topotarget currently focuses on the development in pivotal studies of its lead drug candidate, , which has demonstrated a clear anti-neoplastic effect in both hematological malignancies and solid tumors. Belinostat can be used in combination with full doses of other chemotherapeutic agents, and is currently in a pivotal trial within PTCL (peripheral T-cell ) and phase II in cancer of other unknown primary site (CUP). Topotarget’s cancer drug targets are HDAC, NAD+, and topoisomerase II. Totect® is a product on the market developed from Topotarget’s drug discovery technology. Totect® is marketed by the company’s own sales specialists in the US. For more information, gplease 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 programs of Topotarget will not proceed as planned for technical, scientific or commercial reasons or due to patient enrollment 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 exposure; 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. Attachments:

Announcement no. 13-11 Notice to convene Extraordinary General Meeting.pdf