Dear Shareholder,
please note that on 24 of April 2008 (first call) an important ordinary and extraordinary meeting of Newron’s Shareholders will take place in Zurich, Switzerland at the Park Hyatt Zurich premises in Beethoven-Strasse, 21 at 14:00 CET in order to resolve upon the following agenda:
Ordinary meeting
1) Approval of the financial statement at 31 December 2007; related resolutions.
2) Appointment of the Board of Directors for the fiscal years 2008, 2009 and 2010, prior determination of their number, and determination of their compensation; related resolutions.
Extraordinary meeting
1) Increase the Company’s share capital up to a maximum amount of Euro 80,000.00, corresponding to a maximum amount of 400.000 of Newron’ ordinary shares, with par value of Euro 0.20 per share, which may be issued and allotted in one or more instalments in exchange for shares in Hunter-Fleming Limited, to the exclusion, as permitted under Italian Civil Code Article 2441, paragraph 4, of any pre-emptive right by the Company’s current shareholders to subscribe to the share capital increase; related resolutions.
2) Increase the Company’s share capital up to a maximum amount of Euro 3,000.00, corresponding to a maximum amount of 15,000 of Newron’ ordinary shares, with par value of Euro 0.20 per share, which may be issued and allotted in one or more instalments, to the exclusion, as permitted under Italian Civil Code Article 2441, paragraph 8, of any pre-emptive right by the Company’s current shareholders to subscribe to the share capital increase, to be offered in the subscription to the employees of the Company and to the employees of the Company’s subsidiaries; related resolutions.
3) Granting of powers to the Board of Directors of the Company, as permitted under article 2443 of the Italian Civil Code to increase the Company’s share capital up to a maximum amount of Euro 170,000.00, corresponding to a maximum amount of 850,000 of Newron’ ordinary shares, with par value of Euro 0.20 per share, which may be issued and allotted in one or more instalments at varying subscription prices, to the exclusion, as permitted under Italian Civil Code Article 2441, paragraph 5, of any pre-emptive right by the Company’s current shareholders to subscribe to the share capital increase; related resolutions.
4) Amendments to the Company’s by laws, article 6, providing for the exclusion of any pre-emptive right by the Company’s current shareholders to subscribe to the share capital increase up to 10% of the Company’s share capital as permitted under Italian Civil Code Article 2441, paragraph 4, second sentence; related resolutions.
5) Granting of powers to the Board of Directors of the Company, as permitted under article 2443 of the Italian Civil Code to increase the share capital up to 10% of the Company’s share capital, to the exclusion of any pre-emptive right by the Company’s current shareholders to subscribe to such share capital increase, as permitted under Italian Civil Code Article 2441, paragraph 4, second sentence and under article 6 of the Company’s by laws, as eventually amended in accordance with resolution adopted pursuant to point 4 of the agenda above; related resolutions.
For the purposes of such meeting each Shareholder shall either take part to the meeting in person or appoint an attorney. In this regard, please find attached for your further convenience a draft power of attorney which could be used in order to grant a special attorney the power to attend the shareholders’ meeting and vote in your name and on your behalf. In particular, please note that, according to Italian law, the power of attorney may not be granted to:
i) employees, members of the Board of Directors and Board of Statutory Auditors of Newron;
ii) Newron’s subsidiaries; and/or
iii) employees, members of the Board of Directors and Board of Statutory Auditors of Newron’s subsidiaries.
Please also remember that, in order to attend the shareholders’ meeting, it is required a previous declaration – comunicazione dell’intermediario – (that should arrive at the Company’s premises not later than the working day before the Shareholders’ Meeting) sent by a financial intermediary (bank) admitted to the centralised system, pursuant to applicable rules, which shows the ownership of the shares and the connected voting right. Please note that Monte Titoli and the Italian bank Banca Intesa should be able to help your bank to clarify how to issue the above declaration and how to transmit it to Newron Pharmaceuticals S.p.A.
Before the meeting the Notary Public and the Chairman of the shareholders’ meeting will review the powers of attorney and allow, if the case, the relevant attorneys to vote.
For further information regarding the above agenda please refer to the Director’s report that you can find at the Company’s registered office in Bresso (MI), Italy, via Ariosto 21 and/or require to Roberto Galli; e-mail address roberto.galli@newron.com.