Annual general meeting Of Bluefish Pharmaceuticals AB (PUBL)
The shareholders in Bluefish Pharmaceuticals AB (publ), corporate identity number 556673-9164, are hereby invited to attend the Annual General Meeting to be held at 2 pm on 5 March 2008 at Wistrand Advokatbyrå, Regeringsgatan 65, 7th Floor, Stockholm.
Entitlement to attend
Shareholders wishing to attend the Annual General Meeting must be listed in the register of shareholders held by VPC AB on 28 February 2008 and notify the company of their intention to attend, together with the number of advisors, if any, no later than 4 pm on 27 February 2008. Notification should be made by e-mail: anmalan@bluefishpharma.se or on the website www.bluefishpharma.com or by post to Bluefish Pharmaceuticals AB, Box 3175, 103 63 Stockholm. Mark the envelope ”AGM”. Notification may also be made by phone on +46 (0)8-679 50 70.
Shares registered in the name of nominees
Shareholders whose shares have been registered in the names of nominees must have their shares temporarily re-registered in order to be entitled to attend the Annual General Meeting. The shareholder must inform the nominee thereof in good time before 27 February 2008 as the shares must be re-registered at VPC.
Proposed agenda
1. Election of Chairman of the meeting.
2. Establishment and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to verify the minutes.
5. Determination of whether the meeting has been properly convened.
6. Presentation of annual financial statements, audit report, consolidated financial statements and Group audit report.
7. Resolutions
a) on adoption of income statement, balance sheet, consolidated income statement and consolidated balance sheet;
b) on allocation of the company’s profit or loss;
c) on discharge of the Board members and Chief Executive Officer from liability.
8. Establishment of fees to be paid to the Board and auditors.
9. Election of Board members and deputy members.
10. Resolution on authorisation for the Board to take decisions on new issue of shares.
11. Any Other Business
12. Closing of the meeting.
A. Dividend (Item 7 b)
The Board proposes that no dividend be paid to the shareholders.
B. Fees to be paid to the Board and auditors (Item 8)
A Board fee is to be paid in the sum of SEK 200,000 for the Chairman and SEK 100,000 per Board member. No fee will be paid to Board members who are employees of the Group.
Audit fee is to be paid on account.
C. Election of Board members and deputy members (Item 9)
Shareholders representing approximately 64 per cent of the total number of votes in the company have declared their support for the re-election of all Board members.
D. Resolution on authorisation for the Board to take decisions on new issue of shares
(Item 10)
The Board proposes that the Annual General Meeting authorise the Board, with or without deviation from the pre-emptive rights of the shareholders, on one or more occasions up to the time of the next Annual General Meeting to take decisions on the new issue of a maximum total of 8,000,000 shares. The resolution on new issue must also contain provisions to the effect that new shares may be paid with capital contributed in kind, by offset or otherwise be subscribed to under terms in accordance with Chapter 13 Section 5 first paragraph point 6 of the Companies Act. The purpose of the authorisation to decide on new issue of shares is to give the company an opportunity to invite new interested parties at short notice to become shareholders in the company and otherwise to be able to act if prospective alliance partners or business opportunities emerge.
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Audit documents and audit reports, as well as the Board's proposal for authorisation in accordance with Item 10 will be made available at the company at the address Birger Jarlsgatan 37, 11145 Stockholm from 20 February 2008. A copy of the aforementioned documents will also be sent to those shareholders who so request and in doing so specific their postal address.
Stockholm, February 2008
Bluefish Pharmaceuticals AB (publ)
The Board of Directors