Notice convening extraordinary general meeting in NeuroSearch A/S

Announcement


Notice convening extraordinary general meeting in NeuroSearch A/S

Pursuant to article 10 of the Articles of Association, notice is hereby given
of the extraordinary general meeting of NeuroSearch A/S to be held on 

Monday 14 May 2007 at 10.00 am

at the registered office of NeuroSearch A/S, Pederstrupvej 93, DK-2750
Ballerup, Copenhagen, Denmark. 

The agenda of the meeting is as follows:

A.	The board of directors proposes that Article 5 of the Articles of
Association be replaced by the following new Article 5 authorising the board of
directors to increase the Company's share capital: 

"During the period ending on 31 December 2011, the board of directors is
authorised to increase the Company's share capital in one or more issues of a
total nominal sum of up to DKK 60,000,000 (3,000,000 shares of DKK 20). 

The share capital may be increased by cash payment or by other means.

If the share capital is increased by cash payment at a subscription price lower
than the value of the shares, the existing shareholders are entitled to a right
of pre-emption in respect of the amount of the capital increase in proportion
to their shareholdings. 

If the share capital is increased by cash payment otherwise than specified in
Article 5(3), above, or is increased by other means, including by debt
conversion or in payment of a contribution of assets other than cash, the
Company's existing shareholders shall not be entitled to any right of
pre-emption. If the share capital is increased by other means than cash, the
provisions of section 33 of the Danish Companies Act (aktieselskabsloven) shall
apply, and the subscription price or the value of the shares issued shall be
fixed by the board of directors subject to the mandatory provisions of the Act,
including sections 79 and 80 thereof. 

All terms and conditions governing the subscription for shares shall be
stipulated by the board of directors. 

The new shares shall be negotiable instruments and shall be issued to bearer,
but the shares may be registered in the names of the holders in the Company's
register of shareholders. No restrictions shall apply to the transferability of
the new shares, and no shareholder shall be required to have his shares
redeemed in whole or in part. The shares shall carry the right to dividend as
from the date fixed by the board of directors but no later than from the first
financial year following the capital increase." 

B.	The board of directors proposes that Article 5a of the Articles of
Association be replaced by the following new Article 5a authorising the board
of directors to issue warrants: 

"During the period ending on 31 December 2008, the board of directors is
authorised to issue warrants to some or all of the Company's and its
subsidiaries' employees, members of the board of directors and members of the
management board in the absolute discretion of and on terms laid down by the
board of directors entitling the holders to subscribe, in one or more issues,
for shares of the total nominal value of DKK 7,000,000 by cash payment at a
price to be determined by the board of directors, which price may not be lower
than the market price of the Company's shares on the Copenhagen Stock Exchange
at the time of the issue of the warrants, and without any right of pre-emption
to the Company's shareholders. However, directors may only be granted warrants
to subscribe for shares of up to the nominal value of DKK 500,000. 

Any new shares subscribed for through exercise of the warrants shall carry the
same rights as the existing shares under these Articles, including that the new
shares shall be issued to bearer, shall be negotiable instruments, but may be
registered in the names of the holders in the Company's register of
shareholders, that no shareholder shall be required to have his shares
redeemed, and that no restrictions shall apply to the transferability of the
shares. The new shares shall rank for dividend as from the time of
subscription. 

For the purpose of implementing the capital increase relating to the exercise
of the warrants, the board of directors is authorised to increase the Company's
share capital during the period ending on 1 April 2013 in one or more issues by
up to the total nominal sum of DKK 7,000,000 by cash payment at a price to be
determined by the board of directors, which price may not be lower than the
market price of the Company's shares on the Copenhagen Stock Exchange at the
time of the issue of the warrants plus 10% p.a., and without any right of
pre-emption to the Company's existing shareholders. All other terms and
conditions governing the subscription for shares shall be stipulated by the
board of directors. Any new shares subscribed for through exercise of the
warrants shall be negotiable instruments and shall be issued to bearer, but may
be registered in the names of the holders in the Company's register of
shareholders. No restrictions shall apply to the transferability of the new
shares, and no shareholder shall be required to have his shares redeemed in
whole or in part. The shares shall rank for dividend as from the time of
subscription." 

C.	The board of directors proposes that Article 10 of the Articles of
Association be replaced by the following new Article 10 regarding general
meetings: 

"The general meeting has the supreme authority in all the Company's affairs,
subject to statute and these Articles. 

General meetings shall be held at the Company's registered office or in the
Greater Copenhagen Area. 

General meetings shall be convened by the board of directors giving no less
than eight days' and no more than four weeks' notice. 

Notice shall be given in one leading daily newspaper and in the electronic
information system of the Danish Commerce and Companies Agency (Erhvervs- og
Selskabsstyrelsen). Written notice shall also be sent to all shareholders
registered in the register of shareholders upon request. 

The notice shall include the agenda of the general meeting. If any proposed
resolution whose adoption is subject to a qualified majority of votes is to be
considered by the meeting, this shall be stated in the notice together with the
full text of the resolution. 

Eight days before the date of any general meeting, the agenda and the full text
of any proposal to be submitted to the general meeting as well as, in the case
of the annual general meeting, the audited annual report shall be made
available for inspection by the shareholders at the Company's office. Such
documents shall also be sent to any registered shareholder upon request." 

The proposed resolutions were adopted at the Company's ordinary general meeting
on 25 April 2007 by more than two-thirds of all votes cast and of the voting
share capital represented at the general meeting. However, since less than one
half of the share capital was represented at the meeting the resolutions could
not be finally adopted. Pursuant to Article 16 of the Company's Articles of
Association, the resolutions passed by no less than two-thirds of the votes
cast and of the voting share capital represented at the ordinary general
meeting can be finally adopted, if the resolutions are passed by no less than
two-thirds of both the votes cast and of the voting share capital represented
at the extraordinary general meeting. 

Pursuant to Article 11 of the Articles of Association, all shareholders who
wish to attend the general meeting must order admission cards via
www.neurosearch.com, from NeuroSearch A/S, Pederstrupvej 93, DK-2750 Ballerup
(telephone: +45 4460 8000 or fax: +45 4460 8080) or from Aktiebog Danmark A/S,
Kongevejen 118, DK-2840 Holte (telephone: +45 4546 0999 or telefax: +45 4546
0998) no later than Wednesday 9 May 2007. All shareholders not registered in
the Company's register of shareholders who wish to attend the general meeting
must establish good title to their shares by presentation of documentation from
their financial institute, such documentation not to have been issued more than
14 days before the general meeting. The shareholders must also issue a
statement in writing to the effect that their shares have not been and will not
be transferred to any third party before the general meeting. 


Asger Aamund
Chairman of the Board



Contact person:	Telephone: 

Hanne Leth Hillman, Vice President, Director of Investor Relations & Corporate
Communications 	 
+45 4460 8212
or +45 4017 5103



NeuroSearch is a Scandinavian biopharmaceutical company listed on the
Copenhagen Stock Exchange (NEUR). Our core business covers the development of
novel drugs, based on a broad and well-established drug discovery platform
focusing on ion channel and CNS disorders. A substantial part of the company's
activities are partner financed through a broad alliance with GlaxoSmithKline
(GSK) and collaborations with among others Abbott and Astellas. The drug
pipeline comprises nine clinical development programmes: ACR16 for the
treatment of Huntington's disease (under preparation for Phase III),
tesofensine for the treatment of obesity/type 2 diabetes (Phase II), NS2359 for
the treatment of depression (Phase II) and ADHD (Phase II) in partnership with
GSK, NS1209 for the treatment of epilepsy and pain (Phase II), ABT-894 for the
treatment of ADHD (Phase II) and neuropathic pain (Phase I) in partnership with
Abbott, ACR16 for the treatment of schizophrenia (Phase I) in partnership with
Astellas and ACR325 for the treatment of psychoses such as bipolar disorder
(Phase I). In addition, NeuroSearch has a broad portfolio of preclinical drug
candidates and has equity interests in several biotech companies.