Company Announcement no. 4/2010
To: NASDAQ OMX Copenhagen A/S Hørsholm, Denmark, March 30, 2010
LIFECYCLE PHARMA A/S SUMMONS ANNUAL GENERAL MEETING
LifeCycle Pharma A/S (OMX: LCP) (the “Company”) will hold its Annual General
Meeting on Wednesday, April 21, 2010 at 9:00 am at the Company's office at
Kogle Allé 4, 2970 Hørsholm, Denmark.
Agenda:
1. Report of the Board of Directors on the Company's activities during the
year.
2. Presentation of the audited Annual Report for approval.
The Board of Directors proposes that the audited Annual Report is approved.
3. Decision as to the settlement of loss according to the adopted Annual
Report.
The Board of Directors proposes that the year's net loss of DKK 271.0 million
be carried forward by transfer to accumulated deficit.
4. Approval of the Fee to the Board of Directors.
5. Election of members of the Board of Directors.
Under Article 16 of the Articles of Association, the members of the Board of
Directors are elected for one year at a time. The following members of the
Board of Directors are standing for re-election: Kurt Anker Nielsen, Thomas
Dyrberg Gérard Soula, Jean Deleage, Anders Götzsche and Paul Edick.
The Board of Directors proposes that Mette Kirstine Agger is elected as a new
member of the Board of Directors.
6. Election of Auditor.
The Board of Directors proposes re-election of PricewaterhouseCoopers,
Statsautoriseret Revisionsaktieselskab, as the Company's elected auditor.
7. Any motions from the Board of Directors and/or shareholders.
The Board of Directors has submitted the following proposals:
7.1. Amendments to the Articles of Association:
(A) Amendments to the Articles of Association due to the changes in the new
Danish Companies Act.
(i) Mandatory changes, being: terminology, manner and length of convening
notice, deadline for motions from the shareholders, new minority of
shareholders' right to demand that an extraordinary general meeting is held,
introduction of the concept of a registration date, new deadline for requesting
attendance, obligation to make documents and information available 3 weeks
before general meetings.
(ii) Optional changes due to the New Companies Act, being: deletion of the
Company's registered office, new section dealing with the shareholders' right
to vote per mail, change to the rules concerning proxies and advisors.
(B) Other proposed amendments to the Articles of Association, being:
(i) Change the Share Registrar to Computershare A/S (due to name change) and
inclusion of a generic reference to “central securities depository”.
(ii) Delete “discharge is granted to the Board of Directors and the Management”
and “election of alternates, if any” from the agenda for the Annual General
Meeting.
(iii) Amendment of Article 8 to authorize the Board of Directors to issue up to
3,000,000 warrants.
(iv) Adoption of new Article 23 which allows the company to use electronic
communication with its shareholders instead of ordinary mail.
(v) The board of directors proposes that English is formally adopted as the
corporate language (new Article 24).
7.2. Authorization for the Company to acquire own shares.
7.3. Authority for the chairman of the Annual General Meeting.
Details concerning the proposals made by the Board of Directors:
Re Agenda Item 4
Under this agenda item, the Board of Directors proposes that the actual Fee for
the previous year as well as the level for the election period 2010-2011 is
approved.
The Fee to the Board of Directors for 2009 is disclosed on page 32 in the
Annual Report for 2009. The Board of Directors proposes the same structure and
level for the election period 2010-2011. As the Company will have an additional
member, it is expected that the remuneration level for the Board of Directors
as a group will increase by the fee to an additional member of the Board of
Directors.
Re Agenda Item 5
The Board of Directors proposes that the following current members of the Board
of Directors being Dr. Thomas Dyrberg, Kurt Anker Nielsen, Dr. Jean Deleage,
Dr. Gérard Soula, Paul Edick and Anders Götzsche are re-elected until the
Annual General Meeting to be held in 2011. Information concerning each member
can be found in the Company's Annual Report for 2009 and on the Company's
homepage www.lcpharma.com.
The Board of Directors proposes that Mrs. Mette Kirstine Agger is elected
member of the Board of Directors for a one-year period.
About Mette Kirstine Agger:
Mette Kirstine Agger is an Executive Director and Head of LFI Life Science
Investments A/S. She joined LFI A/S, a company fully owned by the Lundbeck
Foundation, September 1st 2009. Prior to this, Mette Kirstine Agger was CEO of
7TM Pharma A/S, which she co-founded late 2000, and from 1996 - 200 she was
part of the management team at NeuroSearch A/S, responsible for business
development and licensing. Prior to this she worked with business development
and as a patent agent.
Mette Kirstine Agger is a member of the Board of Directors at Harboe Breweries
A/S and Statens Serum Institute and is Chairman of the Board of Directors at
Klifo A/S.
Mette Kirstine Agger has a Master of Science in biology from Copenhagen
University and an MBA from Henley, UK.
Mette Kirstine Agger will be regarded a dependant Board Member, based on the
definition in the Corporate Governance Recommendation (2008) due to her
employment with LFI A/S.
Mette Kirstine Agger's special competences, important for her capacity as a
Board Member, are her extensive biotech industry experience and network
together with her extensive business development experience and knowledge of
intellectual properties within the pharmaceutical sector.
Mette Kirstine Agger is a Danish citizen, born in 1964.
Re Agenda Item 7.1. Amendments to the Articles of Association
As a result of the new Danish Companies Act, the Board of Directors proposes a
number of changes to the Company's Articles of Association. The changes that
are required as a result of the new Companies Act, are proposed as one single
proposal under agenda item no. 7.1.(A)(i), while the other changes that relate
to, but are not mandatory to make, are proposed as one single proposal under
agenda item no. 7.1 (A)(ii). Other proposed changes to the Articles of
Association are made individually under agenda item no. 7.1.(B).
Re Agenda Item 7.1. (A) (i) (mandatory amendments)
(1) In Articles 10 and 11 the word “share register” is proposed changed to
“Register of Owners”.
(2) In Article 11(2) it is proposed that the notice period for convening
general meetings be changed to a minimum of three weeks and a maximum of five
weeks and it is added that the convening notice shall also be made public via
the Company's website. The changes to Article 11(2) are the following:
“General Meetings shall be convened with a notice of minimum 8 days 3 weeks and
maximum 4 5 weeks by publication in minimum 1 national newspaper and, by
announcement on the Danish Commerce and Companies Agency's IT information
system and on the Company's webpage. A convening notice shall, furthermore, be
forwarded in writing by ordinary mail to all shareholders recorded in the Share
Register of Owners who have requested such notification. The convening notice
shall contain the agenda for the General Meeting. If the agenda contains
proposals, the adoption of which require a qualified majority, the convening
notice shall contain a specification of such proposals and their material
contents.”
(3) In Article 12(1) the deadline for motions from the shareholders for the
annual general meeting shall be changed so that the shareholders must make a
motion in writing no later than 6 weeks before the annual general meeting and
description of the Board of Directors' ability to accept motions received after
the deadline.
(4) In Article 12(2) the shareholders' right to demand that an extraordinary
general meeting is held is changed, so that this may be requested by
shareholders who represent 1/20 of the share capital (rather than 1/10). “14
days” in the last sentence is changed to “2 weeks”.
Article 12 is proposed to be changed as follows:
“Article 12
The Annual General Meeting shall be held within 4 months after the expiry of
the financial year. Motions from shareholders shall, in order to be considered
at the Annual General Meeting, be filed in writing with the Board of Directors
at the latest 4 6 weeks before the Annual General Meeting unless the Board of
Directors resolves that motions filed later were filed in such timely fashion
that the motion can be included on the agenda.
Extraordinary General Meetings shall be held according to resolutions by the
General Meeting or the Board of Directors or upon written request to the Board
of Directors from one of the elected auditors, and if a request is presented by
shareholders representing in aggregate at least 1/10 1/20 of the share capital.
A request from shareholders representing at least 1/10 1/20 of the share
capital shall specify the motion to be considered by the General Meeting. The
General Meeting shall in this case be convened within 2 weeks 14 days from the
date the motion has been presented to the Board of Directors.”
(5) Introduction of the concept of a registration date so that the
shareholders' right to participate and vote at the General Meeting is
determined on the basis of the ownership, which has been recorded or filed for
recording in the Company's Register of Owners no later than 1 week before the
General Meeting. Change to the deadline for the shareholders' request for
admission card to attend the General Meeting to three days rather than five
days.
Article 14(2) is proposed to be replaced in its entirety as follows:
“Any shareholder is entitled to attend General Meetings, vote and exercise
other shareholder rights provided that the shareholder, not later than 5 days
prior to the General Meeting, has requested the Company to issue an admission
card. Admission cards will be issued to shareholders who are recorded in the
Company's Share Register or against presentation of a deposit transcript from
VP Securities Services or the relevant bank. The transcript must not be dated
more than 8 days before the date of presentation.” A shareholder's right to
attend General Meetings and to vote at General Meetings is determined on the
basis of the shares that the shareholder owns on the registration date. The
registration date shall be 1 week before the General Meeting is held. The
shares which the individual shareholder owns are calculated on the registration
date on the basis of the registration of ownership in the Register of Owners as
well as notifications concerning ownership, which the Company has received with
a view to update the ownership in the Register of Owners.
In addition, any shareholder who is entitled to attend a General Meeting and
who wishes to attend must have requested an admission card from the Company no
later than 3 days in advance of the General Meeting.”
(6) The requirements contained in Article 13(1) to make documents available
before the General Meeting are expanded so that they now comply with section 98
cf. section 99 of the Companies Act with respect to contents and timelines.
Article 13(1) is proposed to be changed as follows:
“At the latest 8 days before a General Meeting, the agenda and the complete
proposals which shall be considered by the General Meeting, and in respect to
the Annual General Meeting also the audited annual report and the annual
statement from the Board of Directors and management, shall be available for
inspection by the shareholders at the Company's office and shall be forwarded
to all shareholders recorded in the Share Register who has requested this.
“At the latest 3 weeks before a General Meeting (inclusive of the day of the
General Meeting), the Company shall make the following information and
documents available on the Company's webpage: the convening notice, the total
number of shares and voting rights on the date of the convening, the documents
that shall be presented at the General Meeting, the agenda and the complete
proposals as well as the forms to be used for proxy voting or voting by letter
unless these are sent directly to the shareholders. If said forms cannot be
made available for technical reasons on the internet, the Company shall on its
webpage inform how the form can be obtained in hardcopy; in which case the
Company shall send the forms to any shareholders who requests this.”
Re Agenda Item 7.1 (A) (ii) (voluntary amendments)
(1) The Board of Directors proposes to delete Article 2 regarding the Company's
registered office as this is no longer required under the Companies Act.
(2) The Board of Directors proposes to include the following section dealing
with the shareholders' right to vote per mail as a new last section of Article
14:
“Shareholders who are entitled to vote cf. article 14 (2) may vote by letter.
Votes made by letter must be received by the Company no later than 12.00 noon
on the business day before the General Meeting.”
(3) The Board of Directors proposes to change the rules concerning proxies and
advisors so that only proxies to the Company's management or Board of Directors
is time-limited to 12 months, and that these may in addition only be given to a
specific General Meeting with an agenda, which is known in advance. Inclusion
of a description that a proxy-holder may attend together with an advisor. The
current Article 14(3) is proposed to be replaced by the following:
“Any shareholder is entitled to attend in person or be represented by proxy and
may attend together with an advisor. It is a condition that the representative
presents a written power of attorney, which is dated. A power of attorney
cannot be given for a period in excess of 1 year
Any shareholder is entitled to attend in person or be represented by proxy, and
both the shareholder and the proxyholder may attend together with an advisor. A
shareholder may vote by proxy. It is a condition that the representative
presents a written power of attorney, which is dated. A power of attorney
cannot be given to the company's Board of Directors or management for a period
in excess of 1 year and must be given to a specific General Meeting with an
agenda known in advance.”
Re Agenda Item 7.1 (B) (i)
The Share Registrar has changed his name from “I-nvestor A/S” to “Computershare
A/S”. It is proposed to adopt a generic reference to “central securities
depository” to replace the reference to “VP Securities Services”, in order to
avoid subsequent amendments to the Articles of Association due to name change
or change in central securities depository. The revised Article 10 is set forth
below:
“Article 10
The Company's shares shall be bearer shares, but may be recorded on name in the
Company's Share Register of Owners. The Company's Share Register of Owners
shall be kept and maintained by I-nvestor Computershare A/S, Kongevejen 418,
DK-2840 Holte.
The Company's shares are issued through VP Securities Services a central
securities depository and dividends are in accordance with the rules applicable
from time to time for VP Securities Services such central securities depository
paid by way of transfer to accounts designated by the shareholders.
Re Agenda Item 7.1 (B) (ii)
The Board of Directors proposes to amend the standard agenda for the Annual
General Meeting so (i) in Article 13(2) “granting of discharge to the Board of
Directors and management“, (ii) in Article 13(5) “and election of alternates,
if any” are deleted in line with corporate governance standards. The revised
Article 13(2) and Article 13(5) are set forth below:
“Article 13
[. . .]
The agenda of the Annual General Meeting shall include:
1. Report on the Company's activities during the past year.
2. Presentation of audited annual report with auditor's statement for approval
and granting of discharge to the Board of Directors and management.
3. Resolution on application of profits or covering of losses as per the
adopted annual report.
4. Approval of Fee to the Board of Directors.
5. Election of board members and alternates, if any.
6. Election of auditor.
7. Any motions from the Board of Directors and/or shareholders.”
Re Agenda Item 7.1 (B) (iii)
Under the existing authorization for the Board of Directors to issue warrants
in Article 8 of the Articles of Association, 1,018,000 warrants remain
unissued. The Board of Directors proposes to amend Article 8 to authorize the
issue of additional warrants - without pre-emption rights for the existing
shareholders - that give the right to subscribe up to a total of nominally DKK
3,000,000 shares in the Company to employees, executive directors, board
members, consultants and 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 etc.
The revised Article 8 is set forth below:
“Article 8
The Board of Directors is until 20 April 2010 20 April 2015 authorised, at one
or more times, to issue up to 1,018,000 3,000,000 warrants, each conferring a
right to subscribe for 1 share of nominal DKK 1 in the Company, and to
implement the corresponding increase of the share capital. The warrants can be
issued to employees, executive directors, board members, consultants and
advisors to the Company and its subsidiaries without pre-emptive subscription
rights for the Company's shareholders.
The exercise price for warrants, which are issued pursuant to the
authorisation, shall at a minimum correspond to the market price of the
Company's shares on the date of issuance of the warrants. The other terms for
the warrants issued pursuant to this authorisation, including payment for the
warrants, duration, exercise periods, vesting periods, adjustments as a result
of corporate changes etc. shall be determined by the Board of Directors.
The Board of Directors is according to the Companies Act section 40 b,
subsection 3 entitled to make such amendments to the Articles of Association,
which are connected with the issuance of warrants comprised by this clause or
the exercise thereof.”
Re Agenda Item 7.1 (B) (iv)
In order to reduce the Company's costs when communicating with its shareholders
and in order to facilitate shareholder communication, it is suggested that the
Company may in the future use electronic communication with its shareholders
instead of ordinary mail. The right to use electronic communication is
suggested to be incorporated in a new article 23 of the Articles of Association
with the following wording:
“ELECTRONIC COMMUNICATION
Article 23
The Company may make use of electronic document exchange and electronic mail
(electronic communication) in its communications with shareholders cf. section
92 of the Danish Companies Act. The Company may at any time elect to
communicate by ordinary mail but is not obligated to do so.
All announcements and documents that pursuant to the Company's Articles of
Association, the Danish Companies Act as well as stock exchange legislation and
regulations must be exchanged between the Company and the shareholders,
including, by example, notices to convene annual or extraordinary general
meetings along with agendas and full wordings of proposed resolutions, proxies,
interim reports, annual reports, stock exchange announcements, financial
calendar and prospectuses, as well as general information from the Company to
the shareholders may be sent as an attached file by e-mail or by including in
an e-mail exact information as to where the document may be downloaded (a
link).
The Company shall request its name-registered shareholders to forward an
electronic address which may be used for electronic notices. It is the
responsibility of the individual shareholder to ensure that the Company is
informed of the correct address.
Information about system requirements and about the procedure for electronic
communications can be found on the Company's website www.lcpharma.com.”
Re Agenda Item 7.1 (B) (v)
The Board of Directors proposes that English is formally adopted as the
corporate language, since the board and employees are comprised by many
different nationalities. The Board proposes that the following is adopted as a
new Article 24 of the Articles of Association:
“LANGUAGE
Article 24
The corporate language shall be English.”
Re Agenda Item 7.2
The Board of Directors proposes that the Board of Directors be authorized until
the next Annual General Meeting to arrange for the Company to acquire own
shares up to a total nominal value of 10% of the Company's nominal share
capital. The purchase price of such shares may not differ by more than 10% from
the price quoted on NASDAQ OMX Copenhagen at the time of purchase.
The Board of Directors regards it as good corporate governance that the
authorisation is limited in terms of number of shares, and that it shall be
approved by the shareholder once annually.
Re Agenda Item 7.3
It is proposed that the chairman of the Annual General Meeting with right of
substitution, be authorized to register the resolutions passed by the General
Meeting to the Danish Commerce and Companies Agency and to make such
alterations as the Agency may require for registration or approval.
-oo0oo-
The adoption of the proposals to amend the Articles of Association contained
under Items 7.1(A)(ii) and 7.1(B) 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 adoption of
the proposals to amend the Articles of Association contained under Item
7.1(A)(i) of the agenda only requiresthat one shareholder votes in favour. The
other proposals are adopted by a majority of the votes cast.
The Company's share capital is currently nominal DKK 56,567,810 consisting of
56,567,810 shares of nominal DKK 1 each. At the Annual General Meeting, each
share of nominal DKK 1 carries one vote.
Shareholders exercise their financial rights through their own custodian bank.
No later than 21 days before the Annual General Meeting, the convening notice
with the agenda and the complete proposals as well as all documents that shall
be presented at the General Meeting including the annual report and the annual
statement from the Board of Directors and management will be made available to
the Company's shareholders at the Company's offices at Kogle Allé 4, DK-2970
Hørsholm, Denmark. The documents together with the forms to be used for proxy
voting are also available on the Company's website, www.lcpharma.com, and will
be forwarded to all shareholders recorded in the Share Register who have
requested such notification.
Admission card: Any shareholder is entitled to attend the Annual General
Meeting after having submitted a request for an admission card no later than
Friday April 16, 2010 at 4:00 pm. Admission cards may be requested by
contacting Computershare A/S, Kongevejen 418, DK-2840 Holte, Tel.: +45 46 09
99, Fax: +45 46 09 98. Alternatively, via www.lcpharma.com.
Shareholders who do not expect to be able to participate in the Annual General
Meeting may grant proxy to the Board of Directors or to a person appointed by
the shareholder.
Any shareholder, to whom admission card already has been issued, but who is
prevented from attending the Annual General Meeting, is kindly asked to notify
the Company - preferably before Friday April 16, 2010.
For more information, please contact:
LifeCycle Pharma A/S
William J. Polvino Peter Schøtt Knudsen
President and CEO Head of Investor Relations
Phone: + 45 70 33 33 00 Phone: + 45 20 55 38 17
Email: WJP@lcpharma.com Email: PSK@lcpharma.com
For further information, please also visit www.lcpharma.com.
