Notice to Extraordinary General Meeting
The shareholders of Bluefish Pharmaceuticals AB (publ), 556673-9164, are hereby invited to the Extraordinary General Meeting (EGM) on 2 September 2008 at 16.00 at the premises of Wistrand Advokatbyrå, Regeringsgatan 65 in Stockholm, Sweden.
Notification of attendance
Shareholders who wish to attend must be registered in the register of shareholders kept by VPC AB on Wednesday 27 August, 2008, and notify the company on their intention to participate not later than Wednesday 27 August, 2008 at 16.00 by email to anmalan@bluefishpharma.se or at the company’s website www.bluefishpharma.com, by post to Bluefish Pharmaceuticals AB, Birger Jarlsgatan 37, 111 45 Stockholm or by phone to +46 8 679 50 70.
Shareholders who may wish to exercise the right to bring a maximum of two assistants to the EGM shall notify this and state the number of assistants at the same time as the aforementioned notification to attend is made.
Shareholders whose shares are registered in the name of a nominee must temporarily re-register the shares in their own name with VPC in order to have the right to participate in the meeting. Such re-registration must be effected with the VPC by the latest on Wednesday 27 August 2008 and the nominee should be notified of this well in advance of this date.
Proposed agenda
1. Election of chairman at the meeting.
2. Establishment and approval of the voting list.
3. Approval of the agenda.
4. Election of one or more persons appointed to verify the minutes.
5. Determination whether the EGM has been duly convened.
6. Approval of the Board of Directors’ decision on issuance of new shares with preferential rights for shareholders.
7. Approval of the Board of Director’s proposal to authorise the Board of Directors to increase the share capital in one or more issues of new shares.
8. Other matters.
9. Closing of the Extraordinary General Meeting.
Board of Director’s decision on issuance of new shares, subject to approval from the Extraordinary General Meeting (item 6)
The Board of Directors has, subject to the approval from the EGM, decided to issue a maximum of 7 808 100 new B shares, whereby the company’s share capital can be increased with no more than SEK 1 561 620. Existing shareholders and holders of convertibles will have primary preferential rights to subscribe for shares in proportion to their previous holdings. The shareholders have the right to subscribe for one (1) new share for three (3) existing old shares held. The issue price is SEK 8 per share.
The record day at the Swedish Central Securities Depositary, VPC AB for participation in the rights issue will be 19 August, 2008. Subscription shall take place during the subscription period between 19 August until and including 5 September, 2008.
Färna Invest AB, who currently owns approximately 9 % of the outstanding shares in Bluefish Pharmaceuticals, has guaranteed to subscribe for up to 6 250 000 B shares, which corresponds to SEK 50 million. In return, the company will compensate Färna Invest AB an amount corresponding to 2% of the issue amount exceeding SEK 20 million, which is SEK 600 000.
Approval of the Board of Director’s proposal to authorise the Board of Directors to increase the share capital in one or more issues of new shares (item 7)
In addition to the authorisation the Board of Directors received at the company’s Annual General Meeting 2008, the Board of Directors propose that the Extraordinary General Meeting authorise the Board of Directors to, with or without deviation from the shareholders preferential rights, at one or more occasions, until the next Annual General Meeting, increase the share capital by issuing new shares according to the following conditions. The Board of Directors decision according to the authorisation cannot issue new shares at a subscription price less than SEK 8 per share and cannot exceed an issue amount of SEK 50 million.
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Required documents according to the Companies Act and the Board of Director’s complete proposal with respect to items 6 and 7 will be available at the company at Birger Jarlsgatan 37, 111 45 Stockholm from no later than 19 August, 2008 and will be sent to those shareholders who ask for it and state their postal address.
Stockholm in August, 2008
Bluefish Pharmaceuticals AB (publ)
Board of Directors