Extraordinary general meeting of Bluefish Pharmaceuticals AB (PUBL)
The shareholders in Bluefish Pharmaceuticals AB (publ), corporate identity number 556673-9164, are hereby invited to attend an Extraordinary General Meeting to be held at 2 pm on 19 June 2007 at Wistrand Advokatbyrå, Regeringsgatan 65, 7th Floor, Stockholm.
A. Entitlement to attend
Shareholders wishing to attend the meeting must be registered in the register of shareholders held by VPC on 13 June 2007. Shareholders whose shares are registered in the names of nominees must have their shares temporarily re-registered. The shareholder must inform the nominee thereof in good time prior to the date indicated above.
Notification of attendance must be made to the company no later than 4 pm on 14 June 2007. Notification should be made by e-mail: anmalan@bluefishpharma.se or on the website www.bluefishpharma.com. Notification by post should be addressed to Bluefish Pharmaceuticals AB, Box 3175, 103 63 Stockholm. Mark the envelope ”EGM”. Notification can also be made by phone on +46 (0)8-679 50 70.
B. Proposed agenda
1. Election of Chairman of the meeting.
2. Establishment and approval of 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. Resolution on splitting of the company’s shares.
7. Resolution on amendment of the Articles of Association with respect among other things to the financial year,
8. Resolution on issuing of warrants.
9. Resolution on authorisation for the Board to take decisions on new issue of shares.
10. Election of the Board
11. Election of auditor
12. Closing of the meeting.
C. Resolution on splitting of the company’s shares (Item 6)
The Board proposes that the company's shares be split so that each old share is divided into five new shares. The resolution means that the first paragraph of Article 5 of the Articles of Association must be amended, see under Item D.
D. Resolution on amendment of the Articles of Association with respect among other things to the financial year (Item 7)
The Board proposes that the share capital limits, the number of shares and Board limits be amended and that the company's financial year be changed from 1 July to 30 June, as at present, to the calendar year, 1 January to 31 December. The proposals mean that the Articles of Association are amended with respect to the following provisions (note that the amendment of Article 5 reflects both the split and the change to the share capital limits):
Article 4
from the current wording:
”The share capital comprises a minimum of SEK 2,000,000 and a maximum of SEK 8,000,000.”
to the proposed wording:
”The share capital comprises a minimum of SEK 3,000,000 and a maximum of SEK 12,000,000.”
Article 5 first paragraph
from the current wording:
”The number of shares shall be a minimum of 2,000,000 and a maximum of 8,000,000.”
to the proposed wording:
”The number of shares shall be a minimum of 15,000,000 and a maximum of 60,000,000.”
Article 6
from the current wording:
The Board consists of 3 - 5 members with a maximum of 5 deputies.”
to the proposed wording:
The Board consists of 3 - 7 members with a maximum of 5 deputies.”
Article 9
from the current wording:
”The company’s financial year is 1 July to 30 June.”
to the proposed wording:
”The company’s financial year is 1 January to 31 December.”
E. Resolution on issuing of warrants (Item 8)
The Board proposes that the meeting resolve to issue a maximum of 1,000,000 warrants giving entitlement to subscribe to a maximum of 1,000,000 B series shares in the company (after the split proposed above). The warrants are to be issued free of charge. The options are to be subscribed to no later than 31 July 2007. The warrants are to be subscribed to by a subsidiary wholly owned by the company, with the right and obligation for the subsidiary to forward these to employees and consultants who are key individuals in the Bluefish Group.
The price at which the warrants are forwarded is to be their market value at the time of forwarding, calculated according to the Black & Scholes valuation model. Shares may be subscribed to on the basis of a warrant from 1 July 2010 to 30 September 2010 inclusive at subscription price per share of SEK 9.60. Full utilisation of all warrants in this resolution signifies an increase in the share capital of SEK 200,000, signifying a dilution of approximately 5.3 per cent of the share capital and approximately 1.3 per cent of the number of votes in the company. Insofar as all warrants are not allocated and transferred in conjunction with the issue, the remaining warrants may be transferred on a later occasion. The proposal signifies at the same time that the meeting approves the subsidiary’s forwarding of the warrants in accordance with the above.
It is finally proposed that the Board be authorised, if the Board finds it appropriate to do so, to cancel such warrants as are not forwarded in conjunction with the issue or later and notify this to the Swedish Companies Registration Office for registration.
The reason for the proposal is that the Board considers an options programme for employees and other key individuals to be an important element in the Bluefish Group’s long-term supply of skilled personnel and incentive structure. The options programme is not judged to lead to any social security expenses for the Bluefish Group.
The support of shareholders representing at least nine-tenths of the votes cast and the shares represented at the general meeting is required for a valid decision.
F. Resolution on authorisation for the Board to take decisions on new issue of shares
(Item 9)
The Board proposes that the 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 of 5,000,000 shares, no more than 1,000,000 of which are A series shares (after the split proposed above). The resolution on new issue may also contain provisions to the effect that new shares may be paid with capital contributed in kind, through 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.
C. Election of auditor (Item 11)
The Board proposes that the company appoint Öhrlings PricewaterhouseCoopers AB as auditor for the period up to the end of the Annual General Meeting held during the fourth financial year after the election of auditor, with Hans Jönsson as auditor in charge.
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The Board’s full proposals for the issuing of warrants and authorisation together with documents in accordance with Chapter 14 Section 8 of the Companies Act will be available to shareholders no later than 5 June 2007 at the company's offices, Birger Jarlsgatan 37, 6th Floor, Stockholm, and on the company's website www.bluefishpharma.com. The documents will also be sent to shareholders who so request and who at the same time specify their postal address.
Stockholm, May 2007
Bluefish Pharmaceuticals AB (publ)
The Board of Directors