Announcement
15.11.2013
In accordance with Articles 9 and 11 of the Articles of Association, notice is hereby given of an Extraordinary General Meeting in NeuroSearch A/S to be held on
Monday, 9 December 2013 at 3 pm (CET)
at Kromann Reumert, Sundkrogsgade 5, DK-2100 Copenhagen Ø, Denmark with the following agenda:
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The Board of Directors proposes that the objects of the company in Article 2 of the Articles of Association is widened; including listing investments as part of the objects of the company.
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The Board of Directors proposes that Article 5 of the Articles of Association is updated as specified in the enclosed draft of the Articles of Association. Furthermore, the Board of Directors proposes that Article 8 on cancellation of share certificates is deleted. Articles 4d and 4f on issued warrants will be deleted as they have both expired.
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The Board of Directors proposes that Article 18 of the Articles of Association on powers to bind the company is amended so that the company will be bound by the joint signatures of a member of the Board of Directors and a manager or two members of the Board of Directors.
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The Board of Directors proposes that Karin Garre is elected to the Board of Directors as Torbjörn Bjerke has notified the Board of Directors that he wishes to resign.
Karin Garre was born in 1957, she is a Medical Doctor and she has more than 20 years of wide executive experience from the pharmaceutical industry. Karin Garre has previously held positions as Chief Development Officer and Executive Vice President in NeuroSearch A/S. Furthermore, Karin Garre is Executive Head of Psychiatric Center of Copenhagen.
The Board of Directors intends to elect Karin Garre as its chairman.
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Any other business.
Voting requirements
Adoption of the proposals referred to in items 1, 2 and 3 regarding amendments to the Articles of Association, requires a special majority, cf. Article 14 of the Articles of Association. Pursuant to Article 14, the adoption of such proposals requires the affirmative votes of at least two-thirds of the votes cast as well as at least two-thirds of the votes represented at the Extraordinary General Meeting.
Adoption by the general meeting of item 4 of the agenda concerning the election of a new member of the Board of Directors requires simple majority, cf. Article 14 of the Articles of Association.
Share capital and voting rights
The share capital of NeuroSearch A/S is nominally DKK 24,553,947 divided into 24,553,947 shares of DKK 1 each. Each share of DKK 1 shall carry 20 votes.
Registration date
A shareholder’s right to participate in the Extraordinary General Meeting and to cast votes is determined in accordance with the number of shares held by such shareholder on Monday 2 December 2013 (the record date). The shares held by each shareholder are determined on the record date on the basis of the shareholdings registered in the share register and in accordance with any notices on shareholdings received, but not yet registered, by the company in the share register.
Deadline for notice of attendance
In accordance with Article 13 of the Articles of Association, a shareholder wishing to attend the Extraordinary General Meeting must order an admission card via the company's website www.neurosearch.com or with NeuroSearch A/S, Strandvejen 60, DK-2900 Hellerup, Anita Milland (telephone: +45 4460 8000 or email: ns@neurosearch.com) or with VP Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S (telephone: +45 4358 8866 or +45 4358 8893 or email: vpinvestor@vp.dk) no later than Thursday 5 December 2013.
Proxy
Shareholders who are prevented from attending the Extraordinary General Meeting may give proxy to the Board of Directors or a third party directly at www.neurosearch.com. A proxy form can also be printed from the website (www.neurosearch.com) or it may be requested with NeuroSearch A/S. Please return the proxy form, duly signed and dated, to VP Investor Services A/S for receipt no later than Thursday 5 December 2013.
Postal vote
Shareholders may also submit their vote by post. A voting paper to be used for postal vote can be printed from the website (www.neurosearch.com) or it may be requested with NeuroSearch A/S. Please return the voting paper to VP Investor Services A/S for receipt no later than Thursday 5 December 2013. Once a postal vote has been received by VP Investor Services A/S, it cannot be revoked by the shareholder.
Agenda, etc.
The following information will be made available for the shareholders at the company’s website www.neurosearch.com no later than three weeks before the Extraordinary General Meeting:
A) This notice which convenes the Extraordinary General Meeting and includes the agenda, the full text of the proposals, information about the total number of shares and voting rights at the date of the notice
B) The form to be used for voting by proxy and by post
Right to enquire
At the Extraordinary General Meeting, the management will answer questions from the shareholders on matters of relevance to the company’s position and questions relating to the agenda.
The Board of Directors
Contact
Allan Andersen, Chairman of the Board of Directors, telephone: +45 4016 3864.
About NeuroSearch
NeuroSearch A/S (NEUR) is listed on NASDAQ OMX Copenhagen A/S.
