Notice convening Extraordinary General Meeting in NeuroSearch A/S

Pursuant to Articles 10 and 16 of the Articles of Association, notice is hereby
given of the Extraordinary General Meeting to be held on 

Monday, 3 May 2010 at 1.00 p.m. 

at the company's premises, Pederstrupvej 93, DK-2750 Ballerup. The agenda of
the meeting is as follows (for the complete wording of the proposals reference
is made to the items indicated in the notice to the Annual General Meeting): 

1. Proposals by the Board of Directors or shareholders:

A. The Board of Directors proposes that Article 2 of the Articles of
Association regarding the registered address of the company be cancelled, cf.
item 6.A in the notice to the Annual General Meeting, 

B. The Board of Directors proposes that all statements of “aktiebog” (Danish
for company's register of shareholders) in the Articles of Association be
replaced with “ejerbog” (other Danish word for the company's register of
shareholders due to the new Danish Companies Act) cf. item 6.B in the notice to
the Annual General Meeting, 

C. The Board of Directors proposes that Article 5 of the Articles of
Association be replaced by a new Article 5 authorising the Board of Directors
to increase the company's share capital during the period ending on 28.04.2015
in one or more issues of a total nominal sum of up to DKK 97,500,000 (4,875,000
shares of DKK 20 each), cf. item 6.C in the notice to the Annual General
Meeting, 

D. The Board of Directors proposes that a new Article 5a is inserted in the
Articles of Association authorising the Board of Directors to issue warrants to
the company's and its subsidiaries' employees, members of the Board of
Directors and members of the Executive Management entitling the holders to
subscribe for shares of the total nominal value of DKK 14,000,000 (700,000
shares of DKK 20 each), cf. item 6.D in the notice to the Annual General
Meeting, 

E. The Board of Directors proposes that Article 5k of the Articles of
Association be replaced by a new Article 5k authorising the Board of Directors
to raise loans of up to DKK 750,000,000 against issuance of convertible bonds
which can be converted into a total nominal amount of up to DKK 97,500,000
(4,875,000 shares of DKK 20 each), cf. item 6.E in the notice to the Annual
General Meeting, 

F. The keeper of the company's register of shareholders has changed its name
from I-NVESTOR DANMARK A/S to Computershare A/S. Consequently the Board of
Directors proposes that Article 8 is amended, cf. item 6.F in the notice to the
Annual General Meeting, 

G. The Board of Directors proposes that Articles 14(4) (deadline for minutes of
the general meeting), 15 (deadline for submitting votes by letter) 16(2) (the
removal of the requirement concerning quorum when deciding on changes to the
Articles of Association) and 18a (guidelines for incentive payments) of the
Articles of Association are amended, cf. items 6.H and 6.I in the notice to the
Annual General Meeting, 

H. The Board of Directors proposes that Board of Directors is authorised to
re-number the articles in the Articles of Association, cf. item 6.J in the
notice to the Annual General Meeting. 

2. Any other business


The proposed resolutions under item 1 are made on the condition that they were
adopted at the company's Annual General Meeting on 28 April 2010 by more than
two-thirds of all votes cast and of the voting share capital represented at the
Annual General Meeting. However, since less than one half of the share capital
was represented at the meeting the resolution could not be finally adopted.
Pursuant to Article 16 of the company's Articles of Association, resolutions
passed by no less than two-thirds of the votes cast and of the voting share
capital represented at the Annual General Meeting can be finally adopted, if
the resolutions are passed by no less than two-third of both the votes cast and
of the voting share capital represented at an Extraordinary General Meeting.
The proposed resolutions under item 1, above, shall consequently be subject to
the proposed resolutions being adopted by no less than two-thirds of all votes
cast and of the voting share capital represented at the this Extraordinary
General Meeting. 

The share capital of NeuroSearch A/S is nominally DKK 491,078,940 (24,553,947
shares of DKK 20 each). Each share of DKK 1 carries one vote. 

Any shareholder is entitled to vote on the shares held by the shareholder at
the record date when the ownership of these shares is notified to the keeper of
the company's register of shareholders no later than Monday, 26 April 2010. The
record date is one week before the general meeting. In order to attend the
Extraordinary General Meeting the shareholder must request admission card via
the company's website, www.neurosearch.com, from NeuroSearch A/S, Pederstrupvej
93, DK-2750 Ballerup (telephone: +45 4460 8000, ns@neurosearch.dk) or from
Computershare A/S, Kongevejen 418, DK-2840 Holte (telefax: +45 4546 0998) no
later than Friday, 30 April 2010. 

Shareholders who are unable to attend the Extraordinary General Meeting may
issue a proxy to the Board of Directors or to a third party directly via
www.neurosearch.com. The shareholders may also vote by letter, cf. the Danish
Companies Act Article 104(2). The proxy form and the form to be used when
voting by letter may be printed from the website or be requested from
NeuroSearch A/S. Signed and dated proxies or letters must be received by
Computershare A/S no later than Friday, 30 April 2010. 

The company will publish the documents to be presented at the general meeting
including the agenda of the meeting and the complete proposals on the corporate
website no later than Monday, 12 April 2010. 


Thomas Hofman-Bang
Chairman of the Board of Directors


Contact persons:
Flemming Pedersen, CEO, tel: +45 4460 8214 or +45 2148 0118
Hanne Leth Hillman, Vice President, Director of Investor & Capital Market
Relations, tel: +45 4460 8212 or +45 4017 5103

 
About NeuroSearch - Company profile
NeuroSearch (NEUR) is a Scandinavian biopharmaceutical company listed on NASDAQ
OMX Copenhagen A/S. The core business of the company covers the development of
novel pharmaceutical agents, based on a broad and well-established drug
discovery platform, focusing on ion channels and central nervous system (CNS)
disorders. A substantial share of the activities is partner financed through
strategic alliances with Janssen Pharmaceutica, Eli Lilly and Company and
GlaxoSmithKline, and licence collaboration with Abbott. The drug pipeline
comprises eight clinical (Phase I-III) development programmes: Huntexil®
(pridopidine) for Huntington's disease (Phase III), tesofensine for obesity
(ready for Phase III), ABT-894 for ADHD (Phase II) in partnership with Abbott,
ACR343 for schizophrenia (ready for Phase II), ACR325 to treat dyskinesias in
Parkinson's disease (Phase Ib), ABT-560 for the treatment of cognitive
dysfunctions (Phase I) in collaboration with Abbott, NSD-788 for
anxiety/depression (Phase I) and NSD-721 for social anxiety disorder (Phase I)
in partnership with GSK. In addition, NeuroSearch has a broad portfolio of
preclinical drug candidates and holds equity interests in several biotech
companies.