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Zentiva N.V.
Extraordinary General Meeting Convening Notice

Dear Shareholders:

In accordance with Articles 21, 22 and 23 of our Articles of Association, the Board of Managing Directors of Zentiva N.V. (the 'Board') is pleased to invite you to the Extraordinary General Meeting of Shareholders (the 'Extraordinary General Meeting') of Zentiva N.V. ('Zentiva' or the 'Company') that will take place: 

on 

February 9, 2009
at 10:30am, Amsterdam time
(registration starts at 10:00am, Amsterdam time)

at

Olympic Plaza, 
Fred. Roeskestraat 123, 
1076 EE, Amsterdam, 
The Netherlands

PROPOSED AGENDA

• Opening

• Announcements

• Discussion of the recommended voluntary takeover offer by Sanofi-Aventis Europe

• Discussion of potential competing offers, if any, with respect to which the Board's position will be published prior to the Extraordinary General Meeting

• Closing

  NOTES TO THE AGENDA

Note to Item No. 3:

This agenda item is a non-voting item. The purpose of this agenda item is to discuss the voluntary takeover offer for all ordinary shares of Zentiva, ISIN NL0000405173 (the 'Ordinary Shares'), and global depository shares (the 'GDRs', and together with the Ordinary Shares, the 'Shares'), ISIN US98942R2040 for Regulation S GDRs and US98942R1059 for Rule 144A GDRs, at a price of CZK 1,150 in cash per Share, originally published by Sanofi-Aventis Europe on July 11, 2008 and subsequently amended on September 19, 2008, October 1, 2008, and November 28, 2008 (the 'Sanofi Offer').

The Sanofi Offer was recommended by the Board as announced in the press releases published by Zentiva on September 22, 2008, and October 1, 2008.

Note to Item No. 4:

This agenda item is a non-voting item. The purpose of this agenda item is to discuss potential  competing offers, if any. As of the date of this convening notice, no competing offer has been  published by any third party (the offer made by Anthiarose Limited on June 17, 2008 was withdrawn on July 30, 2008), however, it cannot be excluded that a third party will publish a competing offer by the time of the Extraordinary General Meeting.  To assist shareholders in their decision-making process with respect to any competing offer, if any, published prior to the Extraordinary General Meeting, the relevant competing offer would also be discussed during the Extraordinary General Meeting, provided that the Board's position with respect to such competing offer will be published prior to the Extraordinary General Meeting. If any such position of the Board will be published, it shall be incorporated by reference into this convening notice. Copies of the Board's position, if any, will be available at www.zentiva.nl (go to 'Investors'), and it will be possible to obtain it free-of-charge by contacting Zentiva via email at investor.relations@zentiva.cz  or by telephone at +420 267 243 055.

If there are no competing offers of the above nature, this agenda item shall be moot.

INFORMATION ON ATTENDANCE 
FOR HOLDERS OF ORDINARY SHARES

If you are a holder of Zentiva's ordinary shares and you wish to attend the Extraordinary General Meeting, you must fully satisfy all of the following conditions:

(A)    YOU MUST REGISTER FOR THE EXTRAORDINARY GENERAL MEETING IN WRITING,
         AS DESCRIBED BELOW, NO LATER THAN ON FEBRUARY 2, 2009.

Holders of our ordinary shares who wish to attend the Extraordinary General Meeting must instruct their bank or broker, who administers their Zentiva shares, to register their (i) name, (ii) number of shares registered for the Extraordinary General Meeting, and (iii) method of attendance, i.e., whether they will attend personally or by proxy, with:

(a)    Univyc (as the Prague Stock Exchange settlement centre), with respect to ordinary shares that are being held through Univyc. The relevant registration request should be sent by the bank or broker to Univyc to email address  univyc@pse.cz, in accordance with Univyc's customary procedures and practices and any instructions which Univyc may give to its members; and/or

(b)    ING (as Zentiva's registrar and paying agent towards Euroclear  Netherlands),  with respect to ordinary shares that are not being held through Univyc.  The relevant registration request should be sent by the bank or broker to ING to email address iss.pas.hbk@mail.ing.nl (with a copy to investor.relations@zentiva.cz).

The registration must take place no later than on February 2, 2009, and it may be necessary for the relevant shareholder to give the instruction to his bank or broker sufficiently in advance to allow his bank or broker to arrange for the required registration with Univyc or ING.

A shareholder who holds ordinary shares both through Univyc and outside Univyc must follow both registration procedures described above under (a) and (b), in each case in respect of the relevant number of shares.

(B)    YOU MUST BE ABLE TO PROVE THAT ON THE RECORD DATE, WHICH 
         IS 6:00pm (CET), FEBRUARY 2, 2009, YOU WERE INCLUDED IN THE RECORDS OF A 
        BANK OR BROKER AS THE HOLDER OF THE ORDINARY SHARES WITH RESPECT 
        TO WHICH YOU WISH TO ATTEND THE EXTRAORDINARY GENERAL MEETING.

With respect to ordinary shares which are being held through Univyc, a confirmation will be provided by Univyc after your registration with Univyc.

With respect to ordinary shares which are not being held through Univyc, satisfactory evidence must be provided by the registered person that the registered person was or will be, on the above record date, included in the records of a bank or broker as the holder of the relevant ordinary shares (such evidence being for instance a satisfactory confirmation issued by the relevant broker or bank). A scanned copy of the relevant evidence (such as a confirmation issued by the relevant broker or bank) shall be sent as soon as available to email address investor.relations@zentiva.cz, and the original of the relevant evidence  must be presented during registration prior to the start of the Extraordinary General Meeting.

Please note that in connection with your registration for the Extraordinary General Meeting,  Univyc, or the relevant bank or broker may need to temporarily block any transfers with your shares in Zentiva to ensure that the above condition is fully satisfied.

(C)    AT THE EXTRAORDINARY GENERAL MEETING, YOU MUST SUFFICIENTLY 
         PROVE THAT (i) YOU ARE EITHER A REGISTERED PERSON, OR (ii) YOU HAVE
        THE AUTHORITY TO ATTEND ON BEHALF OF A REGISTERED PERSON (IN WHICH 
        CASE YOU ARE ALSO REQUIRED TO PROVIDE THE RELEVANT POWER OF 
         ATTORNEY IN ADVANCE OF THE EXTRAORDINARY GENERAL MEETING).

Anyone who wishes to attend the Extraordinary General Meeting will be allowed to attend only if he will provide, at the latest before the start of the Extraordinary General Meeting, satisfactory evidence that (i) he is the person registered for the Extraordinary General Meeting (such evidence being a satisfactory proof of identity, such as his passport) or (ii) that he is authorized to act on behalf of a person registered for the Extraordinary General Meeting (such evidence being a satisfactory proof of authority to act on behalf of the registered person, such as original of a duly signed power of attorney and a passport). 

Sample form for a power of attorney will be made available on Zentiva's website at www.zentiva.cz (go to 'Investors', 'General Meeting') in advance of the  Extraordinary  General Meeting. Please note that as per Article 26 of the Articles of Association, the proxy (power of attorney) should be received by the Board of Managing Directors no later than on the seventh day before the Extraordinary General Meeting, i.e., no later than on February 2, 2009. To comply with this requirement, please send a scanned copy of the proxy (power of attorney) to email address investor.relations@zentiva.cz. The original of the proxy (power of attorney) shall be presented during registration prior to the start of the Extraordinary General Meeting.

INFORMATION ON ATTENDANCE 
FOR HOLDERS OF GDRS

Holders of GDRs who wish to attend the Extraordinary General Meeting are advised to convert their GDRs into Zentiva's ordinary shares and follow the above instructions for holders of ordinary shares.

MISCELLANEOUS

This convening notice is published in both English and Czech version, however, only its English version should be considered the official one. Its Czech version is published solely for information purposes, and no representation is made and no warranty is given as to the accuracy of the Czech translation. Should there be any difference between the English and Czech version of this convening notice, the English version shall always prevail.

Documentation relating to the Extraordinary General Meeting is available at our website,  www.zentiva.cz, and at our offices in The Netherlands at Olympic Plaza, Fred. Roeskestraat 123, 1076 EE Amsterdam.

ENDNOECKAKNQBKDBDK