Notice convening Annual General Meeting in NeuroSearch A/S

Pursuant to Article 10 of the Articles of Association, notice is hereby given
of the Annual General Meeting to be held on 

Wednesday, 28 April 2010 at 4.00 p.m.

at the Radisson Blu Falconer Hotel & Conference Center, Falkoner Allé 9,
DK-2000 Frederiksberg, Copenhagen with the following agenda: 

1. The Board of Director's report on the company's activities during the past
year 

2. Presentation and adoption of the Annual Report 2009

3. The Board of Director's proposed resolution on the distribution of profits
and losses as recorded in the Annual Report as adopted 

4. Election of Board of Directors

Pursuant to Article 17 of the Articles of Association, all Board members
elected by the general meeting are up for election. The Board of Directors
proposes that all the Board members be re-elected 

5. Election of auditor(s)

Pursuant to Article 20 of the Articles of Association, the auditor elected by
the general meeting is up for election. The Board of Directors proposes that
the auditor be re-elected 

6. 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 

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) 

C. 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 28.04.2015, 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 97,500,000 (4,875,000 shares of DKK 20 each). 

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 the Danish Companies Act (selskabsloven) 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. 

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." 

D. 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 31.12.2011, 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 14,000,000 (700,000 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
Copenhagen A/S 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 1,400,000 (70,000 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 28.04.2015 in one or more issues by
up to the total nominal sum of DKK 14,000,000 (700,000 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 Copenhagen A/S at the time of the issue of the warrants, 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." 

E. The Board of Directors proposes that Article 5k of the Articles of
Association be replaced by the following new Article 5k authorising the Board
of Directors to raise loans against issuance of convertible bonds: 
 
"Article 5k

During the period ending on 28.04.2015, the Board of Directors shall be
authorised to resolve on one or more occasions to raise loans of up to DKK
750,000,000, or the equivalent amount in USD or EUR, against issuance of
convertible bonds which confer a right to subscribe for shares in the company.
Convertible loans may be raised in DKK or the equivalent in USD or EUR computed
at the rates of exchange ruling at the day of loan. The Board of Directors may
decide to deviate from the shareholders' pre-emption right. If the
shareholders' pre-emption right is deviated from, the convertible loans shall
be offered at a subscription price and a conversion price that in the aggregate
at least corresponds to the market price and conversion price of the shares at
the time of the decision of the Board of Directors. The time limit for
conversion may be fixed for a longer period than 5 years after the raising of
the convertible loan. The loans shall be paid in cash. The specific terms and
conditions governing the convertible bonds issued pursuant to the authorisation
shall be determined by the Board of Directors. 

For the purpose of implementing the capital increase relating to the conversion
of the convertible debt instruments, the Board of Directors is authorised to
increase the company's share capital in one or more issues by a total nominal
amount of up to DKK 97,500,000 (4,875,000 shares of DKK 20 each) by conversion
of the convertible bonds. The company's existing shareholders shall have no
pre-emption rights to shares issued through the conversion of the convertible
bonds. 

The new shares subscribed through conversion shall carry the same rights as the
existing shares according to these Articles of Association, including to the
effect that the new shares shall be issued to bearer, shall be negotiable
instruments, but may be registered in the name of the holder in the company's
register of shareholders, that no shareholder shall be obliged to let his
shares be redeemed, and that no restrictions shall apply to the transferability
of the new shares. The new shares shall rank for dividend from the date of
conversion of the convertible bonds into shares, i.e. from the date of
subscription." 

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: 

“Article 8

The Board of Directors may resolve that the company's register of shareholders
be kept either by the company or by an external registrar appointed by the
company, on behalf of the company. The company's register of shareholders is
kept by Computershare A/S, Kongevejen 418, DK-2840 Holte.” 

G. As a consequence of the new Danish Companies Act the Board of Directors
proposes that Article 11 of the Articles of Association is cancelled and that
Articles 10, 12(3), 13 and 15 of the Articles of Association are amended: 

“Article 10

Within the framework laid down by statute and these Articles of Association,
the shareholders in general meeting are the supreme authority in all company
matters. 
		
General meetings shall be held at the company's registered office or in the
Greater Copenhagen Area. 
	
General meetings shall be convened by the Board of Directors giving not less
than three weeks and not more than five weeks' notice. 
	
General meetings shall be advertised on the corporate website
(www.neurosearch.com) and in the computer information system of the Danish
Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen). Furthermore,
all shareholders registered in the company's register of shareholders, who have
so requested, shall be convened by letter. 
	
The notice shall set out the agenda of the general meeting and shall specify
whether any proposal requiring a special majority of votes is to be considered,
including the full wording of such proposal. 
	
During the last three weeks before each general meeting the company shall make
the following information available on its website: 
	
- The notice convening the general meeting
- The total number of shares and voting rights at the date of the notice
- The documents to be presented at the general meeting
- The agenda and the proposed resolutions, set out verbatim, to be considered
at the general meeting and, in the case of the Annual General Meeting, also the
audited annual report 
- Forms to be used for voting by proxy or voting by letter"
	
"Article 12(3)

Any proposals from the shareholders to be considered at the Annual General
Meeting must be submitted to the company not later than six weeks before the
general meeting.” 

"Article 13

Extraordinary general meetings shall be held whenever a general meeting, the
Board of Directors or the auditor thinks fit or upon a written request to the
Board of Directors from any shareholder who holds not less than 5% of the
company's share capital. Shareholder requests shall specify the nature of the
business to be considered at the general meeting. The general meeting shall be
convened within 2 weeks of receipt of the request by the Board of Directors." 

"THE RIGHT TO ATTEND AND VOTING RIGTHS
Article 15

Any shareholder is entitled to attend the general meeting and 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 the record date. The record date is one week before the general
meeting. In order to attend the general meeting the shareholder must request an
admission card from the company no later than three days prior to the general
meeting. 

The shareholder may attend in person or by proxy. In both cases a counsellor is
permitted. 

Each share of DKK 1 shall carry one vote at the general meetings.

Voting rights may be exercised by written proxy or by voting by letter and the
company must make such forms available on the company website
(www.neurosearch.com) no later than 3 weeks prior to the general meeting." 

H. The Board of Directors proposes that Articles 14(4) and 18a of the Articles
of Association are aligned with the new Danish Companies Act and amended: 
 
“Article 14(4)

Not later than 2 weeks after a general meeting, the minutes of the general
meeting or a certified copy thereof shall be available for inspection by the
shareholders at the company's office.” 

“Article 18a

Guidelines for incentive payment to the members of the Board of Directors and
the Executive Management have been adopted. The guidelines are available on the
corporate website (www.neurosearch.com).” 

The Board of Directors further proposes that the following sentence be included
at the end of Article 15(4) of the Articles of Association: 

“A vote by letter must be received by the company no later than 3 days prior to
the general meeting in order to be considered at the general meeting.” 

I. The Board of Directors proposes that the requirement concerning quorum is
removed and that Article 16(2) of the Articles of Association is amended: 

“Article 16(2)

Unless Danish legislation provides for a greater majority or unanimity, the
adoption of any resolution to amend these Articles of Association, to dissolve
or merge the company shall require a majority of votes of at least two-thirds
of the votes cast as well as of the voting share capital represented at the
general meeting.” 

J. The Board of Directors proposes that Board of Directors is authorised to
re-number the articles in the Articles of Association. 

K. The Board of Directors presents new guidelines for incentive payments to the
Board of Directors and the Management for approval by the general meeting. 

Pursuant to Article 139 of the Danish Companies Act, a listed company shall
have general guidelines for incentive payments to the Board of Directors and
the Executive Management if the company uses incentive payments as part of the
remuneration of its Board of Directors or the Management. The new guidelines
must be considered and approved by the general meeting and are enclosed to this
notice. 

7. The Board of Directors requests the general meeting to authorise the company
during the period until the next Annual General Meeting to purchase its own
shares of up to a total nominal value of 10% of the company's share capital.
The payment must not differ by more than 10% from the bid price quoted on
NASDAQ OMX Copenhagen A/S at the time of the purchase. 

8. Any other business


The resolution under item 6.G, shall be subject to the proposed resolution
being adopted by no less than one (1) vote cast, cf. promulgation of partial
entry into force of the Danish act on Danish Private Companies (The Danish
Companies Act) Article 55(2) and (3). 

Any resolution under items 6.A, 6.B, 6.C, 6.D, 6.E, 6.F, 6.H, 6.I and 6.J
above, see Article 16 of the Articles of Association, shall be subject to the
proposed resolution being adopted by no less than two-thirds of all votes cast
and of the voting share capital represented at the Annual General Meeting, and
no less than one half of the share capital being represented at the meeting. If
one half of the share capital is not represented at the meeting, but the
proposed resolution is passed by no less than two-thirds of the votes cast and
of the voting share capital represented at the meeting, a new general meeting
will be held within 14 days to pass the resolution by no less than two-thirds
of both the votes cast and of the voting share capital represented at the
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. 

Pursuant to Article 11 of the Articles of Association, all shareholders who
wish to attend the Annual 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
Computershare A/S, Kongevejen 418, DK-2840 Holte (telefax: +45 4546 0998) no
later than Friday 23 April 2010. All shareholders not registered in the
company's register of shareholders who wish to attend the Annual 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 Annual 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
Annual General Meeting. 

Shareholders who are unable to attend the Annual General Meeting may issue a
proxy to the Board of Directors or to a third party directly via
www.neurosearch.com. The proxy form may also be printed from the website or be
requested from NeuroSearch A/S. Signed and dated proxies must be received by
Computershare A/S no later than Friday, 23 April 2010. 

The company will publish the documents to be presented at the general meeting
including the audited Annual Report 2009 and agenda of the meeting and the
complete proposals on the corporate website no later than Wednesday, 7 April
2010 

Please note that an Extraordinary General Meeting to be held on 3 May 2010 in
accordance with Articles 10 and 16 of the Articles of Association is convened
in a separate notice. The notice to convene the Extraordinary General Meeting
is sent together with the notice convening the Annual General Meeting. 


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. 

-------------------------
 
General guidelines pursuant to Article 139 of the Danish Companies Act
governing incentive plans for the Board of Directors and Executive Management 


Introduction
Pursuant to Article 139 of the Danish Companies Act, the Board of Directors of
a listed company is required to define general guidelines for the company's
incentive pay for the Board of Directors and Executive Management before
entering into a specific agreement on incentive pay with any member of the
company's Board of Directors or Executive Management. The guidelines must be
considered and adopted by the company's shareholders. 

These guidelines consequently include the general guidelines on incentive plans
for the Board of Directors and Executive Management of NeuroSearch A/S. 

General principles
To create coincidence of interests between the Board of Directors and Executive
Management of NeuroSearch A/S and the company's shareholders and to consider
both short-term and long-term targets, NeuroSearch A/S considers it expedient
to set up incentive plans for the members of its Executive Management. Such
incentive plans may consist of warrants and non-share-based bonus agreements,
which may be continuous, one-off and event-based. NeuroSearch A/S also
considers it appropriate to remunerate the members of the company's Board of
Directors with warrants. 

If NeuroSearch A/S wants to enter into specific agreements on incentive plans
with members of the Board of Directors and Executive Management, such specific
agreements must be subject to these guidelines. 

These guidelines solely comprise incentive plans for the members of the Board
of Directors and the registered Executive Management of NeuroSearch A/S. 

Share-based instruments
The exercise price of the warrants granted will be determined on the basis of
an average of the market price five days before and five days after the date of
grant, provided always that the exercise price must, as a minimum, correspond
to the company's average market price on the day of the formal resolution to
grant warrants. 

It may be decided that the warrants granted vest on an ongoing basis during a
period of one to three years from the date of grant. Warrants cannot be
exercised until three years from the date of grant and must be exercised not
later than five years from the date of grant. 

For the members of both the Board of Directors and the Executive Management,
the value of the warrants granted within a given calendar year may amount to up
to 100% of their fixed base salary/fees. The value of the warrants granted will
be determined in accordance with the Black & Scholes formula. No consideration
will be payable for the warrants. 

In respect of each grant, the Board of Directors will assess whether the
recommended number of warrants to each recipient is commensurate with the
recipient's participation in the achievement of the long-term targets and
strategies of the company. The warrants to the Executive Management will vest
gradually, subject to continuing employment of the members of the Executive
Management. 

Non-share-based instruments
The Board of Directors may enter into agreements with the Executive Management
about cash bonus plans. Cash bonus plans consist of a maximum bonus fixed
annually which the Executive Management will receive if all targets for the
relevant year are met. The maximum cash bonus shall be equivalent to 100% of
the base salary of each member of the Executive Management. Payment of bonus
depends on whether the conditions and targets defined in the agreement have
been fully or partly met. This may be personal targets related to the
performance of the individual member of the Executive Management or the
performance of NeuroSearch A/S. 

In exceptional cases, other agreements that may lead to payment of a bonus of
up to one year's base salary may be made. Such agreements are typically
expected to be made so as to take effect upon the occurrence of a specific
event, for instance the acquisition of a controlling interest in the company,
the completion of a takeover bid, the continuing employment of the Executive
Management until a specific point in time, defined either as a date or a period
after the occurrence of a specific event. 

Change and phase-out of incentive plan
The Board of Directors may change or phase out one or more incentive plans
introduced pursuant to these guidelines. In the evaluation of whether this
should be done, the criteria that formed the basis of the establishment of the
plan will be taken into account. However, such changes can only be made within
the framework of these guidelines. More extensive changes must be approved by
the shareholders. 

Publication
There is a provision in the company's Articles of Association stating that the
shareholders have adopted guidelines for incentive pay for members of the Board
of Directors and Executive Management pursuant to Article 139 of the Danish
Companies Act. These guidelines will also be published on the company's
webpage.