Notice convening Extraordinary General Meeting in NeuroSearch A/S

Pursuant to article 10 of the Articles of Association, notice is hereby given
of the Extraordinary General Meeting of NeuroSearch A/S to be held on 

Wednesday 20 May 2009 at 1.00 p.m.

at the registered office of the company Pederstrupvej 93, DK-2750 Ballerup. The
agenda of the meeting is as follows: 

1. Proposal by the Board of Directors or shareholders, including any proposal
authorising the company to purchase its own shares: 

A. Authorisation to the Board of Directors to increase the company's share
capital. 

The Board of Directors proposes that Article 5 of the Articles of Association
be replaced by the following new Article 5 authorising the Board of Directors
to increase the company's share capital: 

"Article 5

During the period ending on 01.04.2014, the Board of Directors is authorised to
increase the company's share capital in one or more issues of a total nominal
sum of up to DKK 60,000,000 (3,000,000 shares of DKK 20). 

The share capital may be increased by cash payment or by other means.

If the share capital is increased by cash payment at a subscription price lower
than the value of the shares, the existing shareholders are entitled to a right
of pre-emption in respect of the amount of the capital increase in proportion
to their shareholdings. 

If the share capital is increased by cash payment otherwise than specified in
Article 5(3), above, or is increased by other means, including by debt
conversion or in payment of a contribution of assets other than cash, the
company's existing shareholders shall not be entitled to any right of
pre-emption. If the share capital is increased by other means than cash, the
provisions of section 33 of the Danish Companies Act (aktieselskabsloven) shall
apply, and the subscription price or the value of the shares issued shall be
fixed by the Board of Directors subject to the mandatory provisions of the Act,
including sections 79 and 80 thereof. 

All terms and conditions governing the subscription for shares shall be
stipulated by the Board of Directors. 

The new shares shall be negotiable instruments and shall be issued to bearer,
but the shares may be registered in the names of the holders in the company's
register of shareholders. No restrictions shall apply to the transferability of
the new shares, and no shareholder shall be required to have his shares
redeemed in whole or in part. The shares shall carry the right to dividend as
from the date fixed by the Board of Directors but no later than from the first
financial year following the capital increase." 

B. Authorisation to the Board of Directors to issue warrants.

The Board of Directors proposes that a new Article 5a with the following
wording is inserted in the Articles of Association authorising the Board of
Directors to issue warrants: 

"Article 5a

During the period ending on 31.12.2010, the Board of Directors is authorised to
issue warrants to some or all of the company's and its subsidiaries' employees,
members of the Board of Directors and members of the Executive Management in
the absolute discretion of and on terms laid down by the Board of Directors
entitling the holders to subscribe, in one or more issues, for shares of the
total nominal value of DKK 10,000,000 (500,000 shares of DKK 20 each) by cash
payment at a price to be determined by the Board of Directors, which price may
not be lower than the market price of the company's shares on NASDAQ OMX plus
10% p.a. at the time of the issue of the warrants, and without any right of
pre-emption to the company's shareholders. However, the members of the Board of
Directors may only be granted warrants to subscribe for shares of up to a
nominal value of DKK 1,000,000 (50,000 shares of DKK 20 each). 

Any new shares subscribed for through exercise of the warrants shall carry the
same rights as the existing shares under these Articles, including that the new
shares shall be issued to bearer, shall be negotiable instruments, but may be
registered in the names of the holders in the company's register of
shareholders, that no shareholder shall be required to have his shares
redeemed, and that no restrictions shall apply to the transferability of the
shares. The new shares shall rank for dividend as from the time of
subscription. 

For the purpose of implementing the capital increase relating to the exercise
of the warrants, the Board of Directors is authorised to increase the company's
share capital during the period ending on 01.04.2014 in one or more issues by
up to the total nominal sum of DKK 10,000,000 (500,000 shares of DKK 20 each)
by cash payment at a price to be determined by the Board of Directors, which
price may not be lower than the market price of the company's shares on NASDAQ
OMX at the time of the issue of the warrants plus 10% p.a., and without any
right of pre-emption to the company's existing shareholders. All other terms
and conditions governing the subscription for shares shall be stipulated by the
Board of Directors." 

B. Authorisation to raise loan against issue of convertible bonds.

The Board of Directors proposes, that a new Article 5k with the following
wording is inserted in the Articles of Association authorising the Board of
Directors to raise loan against issue of convertible bonds: 

"Article 5k

During the period ending on 31.12.2010, the Board of Directors is authorised in
one or more issues to raise loan by up to the total sum of DKK 162,000,000
against issue of convertible bonds with the right to subscribe for shares in
the company, and without any right of pre-emption to the company's existing
shareholders. The loan shall be paid in cash. All terms and conditions
governing the convertible bonds issued pursuant to the authorisation shall be
stipulated by the Board of Directors. 

For the purpose of implementing the conversion relating to the convertible
bonds, the Board of Directors is authorised to increase the company's share
capital during the period ending on 01.04.2014 in one or more issues by up to
the total nominal sum of DKK 20,000,000 (1,000,000 shares of DKK 20 each) by
conversion of the convertible bonds, and without any right of pre-emption to
the company's shareholders. 

Any new shares subscribed for through conversion shall carry the same rights as
the existing shares under these Articles, including that the new shares shall
be issued to bearer, shall be negotiable instruments, but may be registered in
the names of the holders in the company's register of shareholders, that no
share-holder shall be required to have his shares redeemed, and that no
restrictions shall apply to the transferability of the shares. The new shares
shall rank for dividend as from the time of conversion of the convertible bonds
i.e. from the time of subscription." 

C. Change of name and address of the company's register of shareholders.

The Board of Directors have designated, Aktiebog Danmark A/S, Kongevejen 118,
DK-2840 Holte, as the company's register of shareholders. Aktiebog Danmark A/S
has changed name and address and the Board of Directors therefore proposes that
the current Article 8 of the Articles of Association is amended to the
following: 

"Article 8

At the discretion of the Board of Directors, the company's register of
shareholders must be kept either by the company or by an external registrar
nominated by the Board of Directors. The company's register of shareholders is
kept by 
I-NVESTOR DANMARK A/S, Kongevejen 418, DK-2840 Holte."

2. Any other business
	
The proposed resolution was adopted at the company's Annual General Meeting on
29 April 2009 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 resolution 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 share capital of NeuroSearch A/S is nominally DKK 325,480,600 (16,274,030
shares of DKK 20). Each share of DKK 1 carries one vote. 

Pursuant to Article 11 of the Articles of Association, all shareholders who
wish to attend the Extraordinary General Meeting must order admission cards 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
I-NVESTOR DANMARK A/S, Kongevejen 418, DK-2840 Holte (telephone: +45 4546 0999,
telefax: +45 4546 0998) no later than Friday 15 May 2009. All shareholders not
registered in the company's register of shareholders who wish to attend the
Extraordinary General Meeting must establish good title to their shares by
presentation of documentation from their financial institute, such
documentation not to have been issued more than 14 days before the
Extraordinary General Meeting. The shareholders must also issue a statement in
writing to the effect that their shares have not been and will not be
transferred to any third party before the Extraordinary General Meeting. 


Flemming Pedersen
CEO

 
Contact person:
Flemming Pedersen, CEO, telephone: +45 4460 8214 or +45 2148 0118
Hanne Leth Hillman, Vice President, Director of Investor Relations & Corporate
Communications, telephone: +45 4460 8212 or +45 4017 5103 


NeuroSearch  -  Company profile
NeuroSearch (NEUR) is a Scandinavian biopharmaceutical company listed on Nasdaq
OMX Copenhagen. The company's core business covers the development of novel
drugs, 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 Eli
Lilly and Company and GlaxoSmithKline (GSK) and a license collaboration with
Abbott. The drug pipeline comprises seven clinical (Phase I-III) development
programmes: ACR16 for Huntington's disease (Phase III), tesofensine for obesity
(Phase III ready), ABT-894 for ADHD (Phase II) in partnership with Abbott,
ACR325 to treat dyskinesias in Parkinson's disease (Phase II ready), ACR343 for
schizophrenia (Phase I), ABT-560 for the treatment of various CNS disorders
(Phase I) in collaboration with Abbott, and NSD-788 for anxiety/depression
(Phase I). In addition, NeuroSearch has a broad portfolio of preclinical drug
candidates and holds equity interests in several biotech companies.