Company Announcement no. 7/2010
To: NASDAQ OMX Copenhagen Hørsholm, Denmark, April 21, 2010
LIFECYCLE PHARMA A/S PASSING OF ANNUAL GENERAL MEETING -
SUBSEQUENT
CONSTITUTION OF THE BOARD OF DIRECTORS.
Summary: At LifeCycle Pharma A/S' Annual General Meeting held earlier today, the
Annual Report was approved. All proposals from the Board of Directors were
adopted.
LifeCycle Pharma A/S (OMX: LCP) (the “Company”) held its Annual General Meeting
today Wednesday, April 21, 2010 at LifeCycle Pharma A/S, Kogle Allé 4, 2970
Hørsholm, Denmark.
At the meeting, the Board of Directors and Management gave a report on the
Company's activities during the year and presented the audited Annual Report.
The audited Annual Report was approved.
It was decided that the year's net loss of DKK 271 million be carried forward by
transfer to accumulated deficit. The fee to the Board of Directors for 2009 was
approved as a separate item on the agenda.
All existing members of the Board of Directors were re-elected. In addition,
Mette Kirstine Agger was elected as a new Board Member. All were elected for a
period of one year that expires at the Annual General Meeting to be held in
2011.
PricewaterhouseCoopers, Statsautoriseret Revisionsaktieselskab, was re-elected
as the Company's auditor.
The proposals from the Board of Directors to change the articles of association
were approved as follows:
Changes due to the new Danish Company Act:
Mandatory Amendments to the Articles of Association due to the changes in the
new Danish Companies Act
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.
Change of Article 8 to authorize the Board of Directors until April 20, 2015 to
issue 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.
Change the Company´s Share Register to be kept by Computershare A/S.
Delete “discharge is granted to the Board of Directors and the Management” and
“election of alternates, if any” from the agenda for the AGM.
Adoption of new Article 23 which allows the company to use electronic
communication with its shareholders instead of ordinary mail.
Adoption of new Article 24 according to which English is formally the corporate
language
The Board of Directors was authorized by the General Meeting, 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 the purchase.
The chairman of the Annual General Meeting, with right of substitution, was
authorized 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 or request for registration or approval.
Subsequent Constitution of the Board of Directors
After the Annual General Meeting, the Board of Directors convened and
constituted itself with Dr.Paul Edick as Chairman of the Board of Directors and
as Chairman of the Compensation Committee, Thomas Dyrberg as Deputy Chairman of
the Board of Directors, and Kurt Anker Nielsen as Chairman of the Audit
Committee.
For more information, please contact:
LifeCycle Pharma A/S
Peter Schøtt Knudsen
Head of Investor Relations
Phone: + 45 2055 3817
Email: PSK@lcpharma.com
About LifeCycle Pharma A/S (LCP)
Based in Hørsholm, Denmark, with an office in New York, LCP is an emerging
specialty pharmaceutical company. Clinical development is the core of LCP's
effort to develop a product portfolio which includes products for
immunosuppression, specifically organ transplantation, and products to combat
certain cardiovascular diseases. As a fully integrated company, LCP adapts new
technologies on a fast commercial timetable. LCP's unique, patented delivery
technology, MeltDose®, can improve absorption and bioavailability - at low-scale
up costs - not only for a broad spectrum of drugs already on the market but also
for new chemical entities. LCP has a cholesterol-lowering product, Fenoglide™,
currently on the U.S. market and a diversified near- and medium-term pipeline
with four product candidates in clinical trials and a number of projects in
preclinical development. LCP is listed on the NASDAQ OMX Copenhagen under the
trading symbol (OMX: LCP).
For further information, please visit www.lcpharma.com.
