OctoPlus announces publication of prospectus for follow-on financing

12 november 2007 Extraordinary Shareholders' Meeting in December to appoint new supervisory board members NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OctoPlus N.V. ("OctoPlus" or the "Company") (Euronext: OCTO), the drug delivery and development company, announces today that the prospectus for its follow-on financing, which was announced on November 9th, is available. Furthermore, the Company announces that it plans to organise an Extraordinary General Meeting of Shareholders to appoint three new supervisory board members. Follow-on financing Copies of the prospectus in English, the Articles of Association and the Company's Annual Reports for the years 2005 and 2006 are available free of charge from Kempen & Co N.V., Amsterdam, the Netherlands (telephone number: +31 (0)20 348 8529, e-mail: documents@kempen.nl). Electronic copies of the prospectus are available for Dutch residents only on the website of OctoPlus, www.octoplus.nl and through the NYSE Euronext website at www.euronext.com. The timetable below lists certain expected key dates for the following-on financing. Beginning of subscription period in the 12 November 2007 09:00 CET Netherlands End of subscription period in the 27 November 2007 16:00 CET Netherlands Allotment Date 27 November 2007 Listing and Settlement Date 3 December 2007 Extraordinary General Meeting of Shareholders OctoPlus supports the Dutch Corporate Governance Code. The Code provides that the Company has a Supervisory Board of Directors with members that are all independent from the Company, with the exception of not more than one person being dependent. OctoPlus has identified three independent candidates who fit this profile, and will propose these candidates for nomination at an Extraordinary General Meeting of Shareholders (the "Meeting"). The Meeting is scheduled to take place on December 18 at 2:00 PM CET in Leiden. An elaborate agenda and explanatory notes will be published in advance of the Meeting. The agenda for the Meeting will include the change in composition of the Supervisory Board of Directors. Current Supervisory Board members Paul Toon and René Kuijten will step down, and three new candidates will be proposed for nomination. Current chairman Hans Stellingsma and member Philip Smith will continue their work on the Board. The proposed new member candidates are: - Mr. Frans Eelkman Rooda, Chief Financial Officer of OPG Group N.V., - Mr. Simon Sturge, Chief Executive Officer of Vernalis Group Plc., - Mr. Olivier Jacquesson, Senior Vice President Corporate Business Development of Sanofi Aventis until end of last year. For further information, please contact: Rianne Roukema, Corporate Communications: +31 (0) 71 524 1071 About OctoPlus OctoPlus N.V. is a product-oriented biopharmaceutical company committed to the creation of improved pharmaceutical products that are based on OctoPlus' proprietary drug delivery technologies and have fewer side effects, improved patient convenience and a better efficacy/safety balance than existing therapies. Rather than seeking to discover novel drug candidates through early stage research activities, OctoPlus focuses on the development of long-acting, controlled-release versions of known protein therapeutics, other drugs, and vaccines. Our pipeline consists of 5 products in pre-clinical and clinical development. Our lead product is Locteron, a controlled-release formulation of interferon alfa for the treatment of chronic hepatitis C, which we are co-developing with Biolex Therapeutics. OctoPlus has completed patient treatment in a Phase IIa clinical study with Locteron. Furthermore, our pipeline comprises a product candidate for the treatment of chronic middle ear infection, which is in Phase II clinical development, a pre-clinical GLP-1 analogue product candidate for the treatment of diabetes and two pre-clinical-stage single-shot vaccines. In addition, OctoPlus is a European leading provider of advanced drug formulation and clinical scale manufacturing services to the pharmaceutical and biotechnology industries, with a focus on difficult to formulate active pharmaceutical ingredients. The earnings and expertise that we derive from rendering formulation and manufacturing services help to support our own drug development programs. OctoPlus is listed on Euronext Amsterdam under the symbol OCTO. For more information about OctoPlus, please visit our website www.octoplus.nl. This document may contain certain forward-looking statements relating to the business, financial performance and results of OctoPlus N.V. and the industry in which it operates. These statements are based on OctoPlus N.V.'s current plans, estimates and projections, as well as its expectations of external conditions and events. Forward-looking statements involve inherent risks and uncertainties and speak only as of the date they are made. In particular the words "expect", "anticipate", "predict", "estimate", "project", "plan", "may", "should", "would", "will", "intend", "believe" and similar expressions are intended to identify forward-looking statements. We caution investors that a number of important factors, and the inherent risks and uncertainties that such statements involve, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to those discussed under "Risk Factors" in the prospectus to be made generally available in the Netherlands in connection with the Offer. In the event of any inconsistency between an English version and a Dutch version of this document, the English version will prevail over the Dutch version. The contents of this announcement have been prepared by and are the sole responsibility of OctoPlus. Cowen International Limited, Kempen & Co N.V. and SNS Securities N.V. are acting exclusively for OctoPlus and no one else. Cowen International Limited, Kempen & Co N.V. and SNS Securities N.V. will not be responsible to anyone other than OctoPlus for providing the protections afforded to their respective clients, or for advice in relation to the Offer, the contents of this announcement or any of the matters referred to herein. The distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement may not be used for, or in connection with, and does not constitute, any offer to sell, or an invitation to purchase, any securities. Any offer to acquire shares pursuant to the proposed Offer will be made, and any investor should make an investment, solely on the basis of information that will be contained in the prospectus to be made generally available in the Netherlands in connection with such offering. If the Offer is completed, the final offer price, offer proceeds and number of Shares offered in the Offer will be set forth in the pricing statement. When made generally available, copies of the prospectus and the pricing statement may be obtained at no cost from OctoPlus, Kempen & Co N.V. or SNS Securities N.V., or through the website of Euronext Amsterdam (Dutch residents only). This announcement is not an offer to sell or the solicitation of any offer to buy any Shares or other securities of OctoPlus (the "Securities") in the United States or in any other jurisdiction. The Securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless registered under the Securities Act or an exemption from such registration is available. The shares have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and may not be offered or sold within Australia, Canada or Japan. In the United Kingdom, this announcement is directed only at persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated. This document is directed only at such persons and must not be acted on or relied on by persons in the United Kingdom who are not such persons. Any investment or investment activity to which this announcement relates is available in the United Kingdom only to such persons and will be engaged in only with such persons and no other persons in the United Kingdom should rely or act upon this announcement. All investment is subject to risk. The value of the shares may go down as well as up. Past performance is no guarantee of future returns. Potential investors are advised to seek expert financial advice before making any investment decision. In connection with the Offer, the Underwriters, through Kempen & Co N.V. acting as stabilisation manager or its affiliates or agents, may engage in transactions that have the effect of raising or maintaining the market price of the Shares or preventing or retarding a decline in the market price of the Shares. As a result, the price of the shares in the open market may be higher than it would otherwise be in the absence of these transactions. The Underwriters are not required to enter into such transactions. These transactions may be effected on the Euronext Amsterdam stock exchange, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.