Notice to convene extr.general meeting
Notice convening Extraordinary General Meeting in NeuroSearch A/S
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
Tuesday, 23 October 2012 at 4 pm (CET)
at Kromann Reumert, Sundkrogsgade 5, DK-2100 Copenhagen Ø, Denmark with the
1. Approval of the sale of Huntexil® to Teva Pharmaceutical Industries Ltd.
through the fully owned affiliate Ivax International GmbH
The Board of Directors recommends the shareholders to approve the agreement.
Please see company announcement no. 21-12 released today for details in the
2. Any other business.
Adoption by the general meeting of item 1 on the agenda concerning approval of
the sale of Huntexil® requires simple majority, cf. Article 14 of the Articles
Amount of the 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.
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 Tuesday 16 October 2012 (the registration date). The shares
held by each shareholder are determined at the registration 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,
Pederstrupvej 93, DK-2750 Ballerup, Pia Hjorth (telephone: +45 4460 8246 or
email: firstname.lastname@example.org) 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: email@example.com) no later than Friday, 19
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 Friday, 19 October 2012.
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 Friday, 19 October 2012. Once a postal
vote has been received by VP Investor Services A/S, it cannot be revoked by the
The agenda, with the full text of all proposals to be submitted to the general
meeting, will be available for inspection by the shareholders at the company’s
website www.neurosearch.com no later than three weeks before the Extraordinary
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:
1) Notice convening the meeting
2) The total number of shares and voting rights as at the date of the notice
3) The agenda and the full text of the proposals
4) 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 other
questions to be addressed at the Extraordinary General Meeting.
The Board of Directors
René Schneider, CEO, telephone: +45 4460 8700 or +45 2911 2097
NeuroSearch A/S (NEUR) is a European-based biopharmaceutical company
specialising in CNS diseases. The company is listed on NASDAQ OMX Copenhagen
A/S. The company’s product pipeline comprises Huntexil® for the treatment of
motor symptoms in patients with Huntington's disease and ordopidine and
seridopidine, both of which have completed phase I studies as well as
tesofensine for anti-obesity, which is currently in phase II.