Indkaldelse til ekstraordinær generalforsamling i LifeCycle Pharma A/S

Company Announcement no. 07/2008
To: OMX Nordic Exchange Copenhagen		            Hørsholm, Denmark, March 4, 2008

 
LifeCycle Pharma A/S Summons Extraordinary General Meeting

Hørsholm, Denmark, March 4, 2008; The Board of Directors of LifeCycle Pharma
A/S (OMX: LCP) (the “Company”) hereby summons an Extraordinary General Meeting
on Friday, March 14, 2008 at 2:00 PM at: 

Radisson SAS Scandinavia Hotel,
Amager Boulevard 70,
2300 Copenhagen S.

Agenda:  

1.	Change of authorisation for the Board of Directors to increase the Share
Capital. 

In article 9 of the articles of association, the authorisation for the board of
directors to increase the share capital is proposed to be increased from
nominal DKK 10,000,000 to nominal DKK 25,000,000. 

Article 9 will hereafter be worded as follows:

“Article 9

The Board of Directors is in the period up until 1 July 2011 authorised, at one
or more times, to increase the Company's share capital with up to nominal DKK
25,000,000. 

Capital increases according to this authorisation can be carried out by the
Board of Directors by way of contributions in kind (including e.g. take over of
existing businesses), conversion of debt and/or cash capital contributions and
can be carried out with or without pre-emptive subscription rights for the
Company's shareholders at the discretion of the Board of Directors. 

The new shares shall be negotiable shares issued to bearer, but may be recorded
on name. The new shares shall not have any restrictions as to their
transferability and no shareholder shall be obliged to have the shares redeemed
fully or partly. The shares shall be with the same rights as the existing share
capital on the date of the capital increase. The new shares shall give rights
to dividends and other rights in the Company from the time which is determined
by the Board of Directors in connection with the decision to increase the share
capital.” 

2.	Consideration and Approval of General Guidelines for Incentive Pay to the
Members of the Board of Directors and Executive Management. 
 
The board of directors proposes that the general meeting approves the proposal
for general guidelines for incentive pay to the members of the board of
directors and executive management, which is attached as Exhibit A. 

If the general meeting approves the general guidelines for incentive pay to the
members of the board of directors and executive management, a new article 19
will be introduced to the Company's articles of association with the following
wording: 

”Guidelines for incentive pay
§ 19

”On the general meeting held on March 14, 2008, the Company adopted general
guidelines for incentive pay to the members of the board of directors and
executive management.” 

Without undue delay after approval by the general meeting, the guidelines will
also be made public on the Company's website (www.lcpharma.com) where it will
also be stated that the guidelines were adopted on the general meeting held on
March 14, 2008. 

If the new article 19 is included in the articles of association, the current
articles 19, 20 and 21 will be changed to articles §§ 20, 21, and 22 as a
consequence hereof. 

3.	Authority for the Chairman of the Extraordinary General Meeting.

It is proposed that the chairman of the general meeting with right of
substitution, be authorised to register the resolutions passed by the general
meeting to the Danish Commerce and Companies Agency and to make such
alterations to as the Agency may require for registration or approval. 

4.	Miscellaneous.
-oo0oo-

Adoption of the proposal under agenda item 1 requires that the proposal is
adopted by an affirmative vote of not less than 2/3 of the votes cast as well
as of the voting share capital represented at the general meeting. Adoption of
the proposals under agenda items 2 and 3 require a simple majority of the votes
cast. 

The Company's share capital is currently nominal DKK 31,770,705 consisting of
31,770,705 shares of nominal DKK 1 each. At the general meeting, each share of
nominally DKK 1 carries one vote. 

The Company has appointed Danske Bank A/S as the financial institution through
which the shareholders may exercise their financial rights. 

The agenda and the complete proposals will be made available to the Company's
shareholders at the latest 8 days before the general meeting at the Company's
offices at Kogle Allé 4, DK-2970 Hørsholm, Denmark, and will be forwarded at
the latest 8 days before the general meeting to all shareholders recorded in
the Share Register who have requested such notification. 

Admission card: Any shareholder is entitled to attend the general meeting after
having submitted a request for an admission card no later than March 11, 2008
at 4:00 PM. Admission cards may be requested by contacting VP Securities
Services A/S, Helgeshøj Allé 61, P.O. Box 20, 2630 Taastrup, telephone +45 43
58 88 66 or fax +45 43 58 88 67. Alternatively, via www.lcpharma.com or
www.uk.vp.dk/agm. Shareholders who have requested an admission card will
receive their admission card at the entrance. 

Shareholders who do not expect to be able to participate in the general meeting
may grant proxy to the board of directors or to a person appointed by the
shareholder. 

Hørsholm, March 4, 2008 
On behalf of the Board of Directors 
  
Dr. Claus Braestrup
Chairman 

 
Exhibit A:

With effect from 1 July 2007, section 69 b of the Danish Companies Act
stipulates that the board of directors of a listed company must lay down
general guidelines for incentive pay to its members of the board of directors
and executive management before any specific agreements to this effect can be
made. 

These guidelines must be considered and adopted by the Company's General
Meeting: 

General guidelines for incentive pay to members of the Board of Directors and
the Executive Management 
Board of Directors
Members of the Board of Directors receive a fixed annual fee. The Chairman of
the Board of Directors and the Chairman of the Audit Committee receive a
supplement to the fixed annual fee. 
In addition to the fixed annual fee, the members of the Board of Directors are
annually granted a fixed number of warrants. The estimated present value of
warrants granted in a given financial year may be up to 100 % of the fixed
annual fee to the individual member of the Board of Directors. The estimated
present value is calculated in accordance with the International Financial
Reporting Standards (IFRS). The general terms and conditions applying to the
grant, vesting, exercise, etc. of the warrants must be within the general terms
and conditions applying if warrants are to be granted to members of the
Executive Management, cf. below, and which also apply to other employees in the
Company which has been granted warrants. 
Upon election, each member of the Board of Directors may decide to exchange the
annual fee for an additional number of warrants. Likewise, the fixed number of
warrants may be exchanged for an additional annual fee. 
The aggregated annual fees, the supplemental and additional annual fees, and
warrants granted are disclosed in the Annual Report and subsequently approved
at the Annual General Meeting. 

Executive Management

The Compensation Committee performs an annual review of the remuneration
package paid to members of the Executive Management. 

The remuneration paid to members of the Executive Management consists of a
fixed and a variable part. The fixed pay consists of cash salary, pension
contribution and other benefits. 

As an element of the variable pay, members of the Executive Management may
receive an annual bonus, subject to achievement of certain benchmarks. The
bonus proportion varies among the members of the Executive Management, but is
subject to a target on 45 % of the fixed annual cash salary. The actual bonus
paid to the members of the Executive Management is disclosed in the Annual
Report at an aggregated level. At the date of adoption of these guidelines, the
bonus benchmarks comprise primarily of the progress in the Company's
development of its product candidates, but they may be changed by the Board of
Directors. 

Another element of the variable pay is made up of new warrants and is intended
to ensure that the Executive Management's incentive correlates with creation of
shareholder value. The estimated aggregated present value of new warrants
granted in a given financial year to the members of the Executive Management
may be up to 100 % of the aggregated fixed annual cash salary to the member of
the Executive Management. The estimated present value is calculated in
accordance with the International Financial Reporting Standards (IFRS). The
grant of new warrants may or may not be subject to achievement of defined
benchmarks. The exercise price of the new warrants cannot be less than the
market price of the Company's stock at the date of grant. The new warrants may
have a maximum term of up to 7 years and the exercise of the new warrants may
be subject to a vesting period of up to 4 years. New warrants may be granted on
such terms that the gain is taxed as share income while the costs of the grant
are not tax deductible for the Company. The number of new warrants granted to
each member of the Executive Management and their estimated present value is
disclosed in the Annual Report. 

About LifeCycle Pharma A/S (“LCP”)
LCP is an emerging specialty pharmaceutical company that, through innovative
technologies, is able to rapidly develop a portfolio of differentiated products
to meet the unique needs of key therapeutic markets and patient populations.
This includes products for immunosuppression, specifically organ
transplantation, and to combat certain cardiovascular diseases. By using its
unique and patented delivery technology, MeltDose®, LCP is able to develop
drugs with enhanced absorption and thereby increased bioavailability. LCP has a
cholesterol lowering product, FenoglideTM, currently on the U.S. market and a
diversified near- and medium-term pipeline, including five product candidates
in clinical trials and three in preclinical stages of development. LCP is
listed on the OMX Nordic Exchange Copenhagen under the trading symbol (OMX:
LCP). For further information, please visit www.lcpharma.com. 

For further information please contact LifeCycle Pharma A/S: 
Flemming Ornskov, MD
President and CEO  
+45 2420 0368; FO@lcpharma.com 
or:
Hans Christian Teisen 
Senior Vice President  & CFO
+45 20 30 69 85;  E-mail: hct@lcpharma.com