Copenhagen - 11 March 2011Notice is hereby given that the Annual General Meeting of Topotarget A/S will
be held on:

Tuesday 5 April 2011 at 4.00 pm CET.

The Annual General Meeting will be held at:

Symbion

Fruebjergvej 3

DK-2100 Copenhagen Ø


The agenda for the Annual General Meeting is as follows:

1. Report on the Company's activities during the past year.

2. Presentation of audited annual report with auditor's statement for
approval and discharge of the board of directors and management.

3. Resolution on application of profits or covering of losses as per
the adopted annual report.

4. Election of board members and alternates, if any.

5. Election of state authorised public auditor.

6. Any proposals from the board of directors and/or shareholders.


Re 1

Chairman of the board, Bo Jesper Hansen, and Chief Executive Officer, Francois
Martelet, report on the Company's activities during the past year.

Re 2

The board of directors recommends that the audited annual report be adopted and
that a resolution be passed to discharge the board of directors and the
management from liability.

Re 3

The board of directors proposes that the loss for the year of DKK 55.7 mill. be
carried forward to next year through recognition in retained earnings.

Re 4

Pursuant to article 14 of the articles of association, board members are
elected for terms of one year. Existing board member Anders Gersel Pedersen has
decided to resign from the board in connection with the general meeting. All
other the existing board members have offered themselves for re-election. The
board of directors is currently in the process of identifying one additional
board member who has broad medical and industrial experience as well as
expertise within the area of (EU) regulatory affairs. If the board is
successful in its efforts, Topotarget will publish relevant background
information concerning such candidate as soon as possible.

Information about the current board members is available in the Company's
annual report for 2010 and at the Company's website www.topotarget.com.

Re 5

The board of directors proposes that Deloitte, Statsautoriseret
Revisionsaktieselskab be re-appointed as the Company's auditors.

Re 6

The board of directors submits the following proposals:

6.1 Proposal for changes to the articles of association

6.1.1 Authorisation to the board of directors to issue warrants

Under the existing authorization for the board of directors to issue warrants
in Article 6(e) of the articles of association, 1,327,500 warrants remain
unissued. The board of directors proposes to amend Article 6(e) to authorize
the issue of a total of 2,727,500 warrants - without pre-emption rights for the
existing shareholders - that give the right to subscribe up to a total of
nominal DKK 2,727,500 shares in the Company to employees, the Management, board
members, consultants or advisors to the Company and its subsidiaries and to
implement the corresponding capital increases. Also, the board of directors
proposes to prolong the authorization to expire 5 years after this year's
Annual General Meeting.

The board of directors believes that it is necessary for the Company, in order
for it to be able to retain and attract a sufficient number of qualified
employees, board members and consultants, to be able to offer warrants as part
of the employment or affiliation with the Company.

The revised Article 6(e) is set forth below:

“6(e)

In the period until 4 April 2016, the board of directors is authorised to make
one or more issues of up to a total of 2,727,500 warrants, each entitling the
holder to subscribe for one share of DKK 1 nominal value in the Company and to
make the relevant capital increases.

The warrants may be issued to employees, the Management, board members,
consultants or advisors to the Company and its subsidiaries without pre-emptive
rights for the Company's shareholders. The exercise price for warrants issued
under the authorisation shall correspond at least to the market price of the
Company's shares at the date of issuance of the warrants. The other terms
relating to warrants issued under the authorisation shall be fixed by the board
of directors.”

6.2. Other proposals from the board of directors

6.2.1. Authorisation to the board of directors to allow the Company to acquire
treasury shares

The board of directors proposes that the board of directors be authorised,
until the next annual general meeting, to purchase treasury shares within a
limit of 10% of the Company's share capital and at a price corresponding to the
listed price plus/less 5% at the time of the purchase.

6.2.2. Approval of revised general guidelines for incentive remuneration of the
Company's board of directors and management

The board of directors proposes that the general meeting approves revised
general guidelines for incentive remuneration of the Company's board of
directors and management. The proposed changes enable the board of directors in
extraordinary and specific cases to grant a cash bonus to the management of up
to 100% of the aggregate annual base salary to the management.

The proposed revised guidelines are enclosed as Exhibit 1 with the suggested
changes shown.

If the general meeting approves the revised guidelines for incentive pay for
board and management, article 6c will be changed to note that at the annual
general meeting held on 5 April 2011, the shareholders approved general
guidelines for incentive remuneration of the Company's board of directors and
management. The guidelines will also be made public at the Company's website
(www.topotarget.com).

6.2.3. Passing of a resolution giving authority to the chairman of the general
meeting

The board of directors proposes that the chairman of the meeting or a
substitute duly appointed by him be authorised to apply for registration of the
resolutions passed and to make any such amendments thereto as may be required
by the Danish Commerce and Companies Agency as a condition for registration or
approval.



--oo0oo--


The adoption of the board of directors' proposal to amend the articles of
association contained under item 6.1 of the agenda requires a majority in
favour of the proposed resolution of at least two thirds of both the votes cast
and of the voting share capital represented at the General Meeting. The other
proposals are adopted by a majority of the votes cast.

The Company's nominal share capital currently amounts to DKK 132,652,050
consisting of 132,652,050 shares of DKK 1 nominal value each. At general
meetings, each share amount of DKK 1 nominal value carries one vote. The
shareholders exercise their financial rights through their own deposit banks.

Information: The following information is available at the Company's website
www.topotarget.com as of Friday March 11, 2011:

-- Notice to convene the general meeting;
-- The aggregate number of shares and voting rights as at the date of the
notice to convene the general meeting;
-- The documents that will be submitted at the general meeting, including the
audited annual report;
-- The agenda and the complete proposed resolutions;
-- The forms used when voting by proxy and by mail.

The convening notice will also be forwarded in writing to all shareholders
recorded in the Register of Owners who have requested such notification.

Shareholders can ask questions to the Company in writing regarding the agenda
and/or the documents prepared for the general meeting.

Date of registration: The shareholders' right to vote at the general meetings
of the Company or to vote by mail in relation to the shareholders' shares is
determined in relation to the shares held by the shareholders at the date of
registration. The date of registration is March 29, 2011.

After the date of registration, a calculation is made of the shares which each
shareholder owns at the date of registration. The calculation takes place on
the basis of registrations of shares made in the Register of Owners on the
registration date as well as notifications concerning ownership which the
Company has received on the registration date with a view to update the
ownership in the Register of Owners. In addition, participation is conditional
on the shareholder having obtained an admission card in due time as described
below.

Admission card: Access to the general meeting is conditional on the shareholder
having requested an admission card not later than Friday April 1, 2011, at 4.00
pm CET. Admission cards are requested by contacting Computershare A/S,
Kongevejen 418, DK-2840 Holte by mail or by fax: +45 45 46 09 98.
Alternatively, via www.topotarget.com. Please note that requested admission
cards are not forwarded until the last week before the general meeting.

Proxy: Submission of proxy for the general meeting may take place through
Computershare A/S. Proxy forms can be downloaded from the website of the
Company, www.topotarget.com and must be forwarded to Computershare A/S,
Kongevejen 418, DK-2840 Holte by mail or by fax no. + 45 45 46 09 98.
Computershare must receive completed proxy forms no later than 12.00 noon CET
at April 1, 2011.

Voting by mail: Shareholders may - instead of voting at the extraordinary
general meeting - choose to vote by mail, i.e. voting in writing prior to the
holding of the general meeting. Any shareholder who chooses to vote by mail
shall send the absentee vote to Computershare A/S, Kongevejen 418, DK-2840
Holte, by mail or by fax no. + 45 45 46 09 98 so that Computershare receives
the absentee vote no later than 12.00 noon CET at April 4, 2011. An absentee
vote cannot be withdrawn. Absentee voting forms can be downloaded from the
website of the Company, www.topotarget.com.

Please note that letters may be in the mail for several days.


Topotarget A/S

For further information, please contact:

Annette Lykke, Director of Investor and Public Relations: Direct: +45 39178344;
Mobile: +45 23289814

For Exhibit please see the attached PDF-file.


Background information

About Topotarget

Topotarget (NASDAQ OMX: TOPO.CO) is a Scandinavian based international biotech
company headquartered in Denmark, dedicated to improve cancer therapies. In
collaboration with Spectrum Pharmaceuticals, Inc. Topotarget currently focuses
on the development in pivotal studies of its lead drug candidate, belinostat,
which has demonstrated a clear anti-neoplastic effect in both hematological
malignancies and solid tumors. Belinostat can be used in combination with full
doses of chemotherapy, and is currently in a pivotal trial within PTCL
(peripheral T-cell lymphoma) and Phase 2 in cancer of unknown primary site
(CUP). Topotarget's key cancer drug targets are HDAC, NAD+, mTOR, Fas ligand
and topoisomerase II. Totect® is a product on the market developed from
Topotarget's drug discovery technology. Totect® is marketed by the company's
own sales specialists in the US. The European rights to Savene® were divested
in March 2010 as a consequence of the focus to develop and commercialise
belinostat. For more information, please refer to www.topotarget.com.

Topotarget Safe Harbour Statement

This announcement may contain forward-looking statements, including statements
about our expectations of the progression of our preclinical and clinical
pipeline including the timing for commencement and completion of clinical
trials and with respect to cash burn guidance. Such statements are based on
management's current expectations and are subject to a number of risks and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. Topotarget cautions investors that
there can be no assurance that actual results or business conditions will not
differ materially from those projected or suggested in such forward-looking
statements as a result of various factors, including, but not limited to, the
following: The risk that any one or more of the drug development programs of
Topotarget will not proceed as planned for technical, scientific or commercial
reasons or due to patient enrolment issues or based on new information from
non-clinical or clinical studies or from other sources; the success of
competing products and technologies; technological uncertainty and product
development risks; uncertainty of additional funding; Topotarget's history of
incurring losses and the uncertainty of achieving profitability; Topotarget's
stage of development as a biopharmaceutical company; government regulation;
patent infringement claims against Topotarget's products, processes and
technologies; the ability to protect Topotarget's patents and proprietary
rights; uncertainties relating to commercialization rights; and product
liability exposure; We disclaim any intention or obligation to update or revise
any forward-looking statements, whether as a result of new information, future
events, or otherwise, unless required by law.

Announcement No 03-11 Notice to Convene Annual General Meeting.pdf