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March 17, 2009

Zentiva N.V.

Notice of Extraordinary General Meeting to be held on April 2, 2009

 

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 

April 2, 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

• Status of the Sanofi-Aventis Europe takeover offer, recent and upcoming events

• Discharge of liability of certain Directors B (voting items)

• Appointment of four Directors B (voting items)

• Adoption of remuneration of newly appointed Directors B (voting item)

• Authorization to the Board to issue shares (voting item)

• Authorization to the Board to restrict or exclude the pre-emption rights of shareholders (voting item)

• Authorization to the Board to acquire shares in the share capital of the Company on behalf of the Company (voting item)

• Closing

  NOTES TO THE AGENDA

 

Note to Item No. 4:

This agenda item is a voting item. 

Following the successful outcome of the takeover offer by Sanofi-Aventis Europe and/or for personal reasons, three of the current Directors B, Messrs. Brad Wilson, Johannes Scholts, and Jean-Michel Levy, resigned from the Board, such resignation to be effective as of the end of the day of this Extraordinary General Meeting.

It is proposed to the Extraordinary General Meeting to discharge the above Directors B from all liability in relation to the exercise of their duties until the date of their resignation (i.e. April 2, 2009):

 

Note to Item No. 5:

This agenda item is a voting item. 

Currently, the Board is composed of one Director A (executive director) and five Directors B (non-executive directors). One Director B seat is currently vacant. As noted above, three Directors B resigned from the Board as of the end of April 2, 2009.

On March 11, 2009 the Board resolved to increase the number of Directors B to seven. Therefore, there are five Director B vacancies on the Board open for election by this Extraordinary General Meeting.

The Board recommends appointment of Ms. Laurence Debroux, Mr. Bart Filius, Ms. Belén Garijo, and Mr. Philippe Luscan. Biographies of these candidates are contained in Appendix hereto. The candidates hold no shares in the Company.

Note to Item No. 6:

This agenda item is a voting item. 

The Board proposes that the Extraordinary General Meeting approves the remuneration of the newly appointed Directors B. Specifically, Ms. Laurence Debroux, Mr. Bart Filius, Ms. Belén Garijo, and Mr. Philippe Luscan shall receive no compensation for performance of their duties as Directors B.

Note to Item No. 7:

This agenda item is a voting item. 

Under Article 4 of our Articles of Association, until May 21, 2009 the Board is authorized to issue shares up to the maximum number of shares available under the Company's authorized share capital.

This proposal concerns the extension of the authorization of the Board as per May 21, 2009 for a further period of 5 years to issue shares up to the maximum number of shares available under the Company's authorized share capital at present or at any time in the future.

Note to Item No. 8:

This agenda item is a voting item. 

Under Article 5 of our Articles of Association, until May 21, 2009 the Board is authorized to restrict or exclude the pre-emption rights allowed to shareholders by virtue of the law in respect of the issue of shares or the granting of subscription rights, provided that the Board has also authority to resolve upon issue of shares.

This proposal concerns the extension of the authorization of the Board as per May 21, 2009 for a further period of 5 years to restrict or exclude the pre-emption rights allowed to shareholders by virtue of the law in respect of the issue of shares or the granting of subscription rights, but only regarding shares issued pursuant to a resolution of the Board.

Note to Item No. 9:

This agenda item is a voting item. 

This proposal concerns the extension(s) of the authorization of the Board to acquire shares in the Company's share capital as follows:

(a)     As per April 2, 2009 for a period of 18 months, or, if earlier, until the date following the termination of the Company's listing the Prague Stock Exchange as referred to under (b) below, to acquire shares in the Company's share capital at any time during this period. The number of shares to be acquired is limited to the maximum number of shares in the Company's share capital - as permitted within the limits of the law and the Articles of Association - that the Company may at any time hold in its own share capital.

Shares may be acquired through the stock market or otherwise, at a price between par value and the highest stock price, not exceeding CZK 1150 paid in the offer by Sanofi-Aventis Europe to purchase all of the outstanding shares not beneficially owned by Sanofi-Aventis Europe, at the time of the acquisition by or on behalf of the Company. 

The authorization is to be utilized if and when appropriate. The flexibility to purchase a limited number of own shares is consistent with normal practice for a public company and it provides an additional tool for efficient balance sheet management. It is also helpful in connection with administration of the Company's stock option plan.

(b)    As per the date following the termination of the Company's listing on the Prague Stock Exchange, for a period of 5 years, to acquire shares in the Company's share capital at any time during this period. The number of shares to be acquired is limited to the maximum number of shares in the Company's share capital - as permitted within the limits of the law and the Articles of Association - that the Company may at any time hold in its own share capital.

Shares may be acquired against payment of a consideration per share which shall not be less than the par value and not be more than CZK 1150 paid in the offer by Sanofi-Aventis Europe to purchase all of the outstanding shares not beneficially owned by Sanofi-Aventis Europe, less dividends paid on the Company's shares to date and subsequent to completion of the offer, as well as any returns of capital to the shareholders. The conversion of any such amounts into euros would be made using a rate of exchange of the CZK against the euro as per the close of business on the business day immediately preceding the date on which the shares concerned were acquired by the Company.

The authorization is to be utilized if and when appropriate. The flexibility to purchase a limited number of own shares is consistent with normal practice for a public company and it provides an additional tool for efficient balance sheet management. It is also helpful in connection with administration of the Company's stock option plan.

DRAFT RESOLUTIONS

Agenda items 4, 5, 6, 7, 8, and 9 are items that will require shareholders' vote. The other agenda items are non-voting items. Proposed draft of the text of the specific resolutions to be adopted by the Extraordinary General Meeting with respect to these voting agenda items will be made available on Zentiva's website at www.zentiva.cz (go to 'Investors', 'General Meeting') in advance of the Extraordinary General Meeting. Pursuant to the Articles of Association, these resolutions will be adopted if adopted by simple majority of votes present at the Extraordinary General Meeting.

INFORMATION ON ATTENDANCE AND VOTING 
FOR HOLDERS OF ORDINARY SHARES

If you are a holder of Zentiva's ordinary shares and you wish to attend and vote at 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 MARCH 26, 2009.

Holders of our ordinary shares who wish to attend and vote at the Extraordinary General Meeting must instruct their bank or broker, who administers their Zentiva shares, to register their (i) name, (ii) number of votes to be exercised during the Extraordinary General Meeting, and (iii) method of voting, i.e., whether they will vote 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 March 26, 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), MARCH 26, 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 VOTE AT 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 AND VOTE 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 and vote at the Extraordinary General Meeting will be allowed to attend and vote 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 March 26, 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 AND VOTING 
FOR HOLDERS OF GDRS

Holders of GDRs may vote by completing, signing and returning a Voting Instruction Card, which, if practicable, will be provided to them by the Bank of New York. The deadline to submit the Voting Instruction Card will be set in the notice provided by the Bank of New York. By returning a signed Voting Instruction Card, the GDR holder is directing the Bank of New York to vote on the ordinary shares underlying his GDRs in accordance with his instructions. If and to the extent the Bank of New York does not receive voting instructions from GDR holders on or before the deadline specified by the Bank of New York, the Board has a right to request that it be able to exercise the voting rights attached to the underlying shares. 

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.

 APPENDIX 

Biography of Ms. Laurence Debroux

Ms. Laurence Debroux, age 39, is a member of the Management Committee of sanofi-aventis, Senior Vice President Chief Strategic Officer of sanofi-aventis since February 11, 2009, and a member of the Executive Committee of sanofi-aventis since December 10, 2008. Ms. Debroux is a graduate of HEC (Ecole des Hautes Etudes Commerciales). She began her career with Merrill Lynch in London, and then worked in the Finance Department of the Elf Aquitaine Group from 1993 to 1996. She joined the Sanofi Group as Corporate Treasurer in 1996, and was appointed Head of Financing/Treasury in 1997. From 2000 to 2004, she served as Head of Strategic Planning, before becoming Deputy Chief Financial Officer, and then Chief Financial Officer in March 2007. She remained in post as Chief Financial Officer until March 15, 2009.

Biography of Mr. Bart Filius

Mr. Bart Filius is CFO of sanofi-aventis in the Netherlands. He is responsible for Finance, Business Development, Supply Chain, Purchasing and IS of the Dutch affiliate of the sanofi-aventis group. Mr. Filius joined sanofi-aventis in 2001 in Strasbourg and has held different positions among which the position of Vice-President Mergers & Acquisitions at the corporate headquarters in Paris. Mr. Filius has a background in management consulting and banking. Mr. Bart Filius was born in 1970 in the Netherlands. He graduated from Nyenrode Business School and obtained a master's degree in business administration from INSEAD, Fontainebleau in 1996. Mr. Bart Filius, 38 years old, currently lives in the Utrecht area in the Netherlands.

Biography of Ms. Belén Garijo

Ms. Belén Garijo, age 48, is the Senior Vice-President of sanofi-aventis for Pharmaceutical Operations Europe & Canada (except France). Ms. Garijo is a medical doctor specialized in Clinical Pharmacology. She began her career in Abbott Laboratories as a Medical Director of the Spanish affiliate, then as a Director of the international Medical Affairs in the Abbott headquarters in Illinois (USA). In 1996, she joined Rhône-Poulenc Rorer in Spain as the Director of the Oncology Business Unit. She was then nominated in 2000 as Vice-President of Oncology in Global Marketing & Medical Affairs based in New Jersey, USA. Back in Spain in 2003, she became the General Manager of the Spanish affiliate and led the integration towards sanofi-aventis in 2004. She was nominated Senior Vice-President Commercial Operations for the Region Europe and Canada in sanofi- aventis in July 2006. Across her career, Belén has been awarded Executive of the year in Spain in 2006, women leader in 2007 and elected 'Directivo Plus' in 2008, this latest at the proposal of former collaborators.

Biography of Mr. Philippe Luscan

Mr. Philippe Luscan, age 46, is a member of the Management Committee of sanofi-aventis, Senior Vice-President Industrial Affairs of sanofi-aventis since September 1, 2008, and a member of the Executive Committee of sanofi-aventis since September 1, 2008. Philippe Luscan is a graduate of the Ecole Polytechnique in Biotechnology and the Ecole des Mines in Paris. He began his career in 1987 as a Production Manager at Danone. In 1990, the joined the Group as Director of the Sanofi Chimie plant at Sisteron, France, and subsequently served as Industrial Director of Sanofi in the United States, as Vice-President Supply Chain and as Vice-President Chemistry. He was appointed to his present position effective September 2008.

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