Lundbeck Extraordinary General Meeting on June 8, 2022 at the company’s registered office

Valby, Denmark, June 8, 2022 - H. Lundbeck A/S (Lundbeck) held an extraordinary meeting today where the following resolutions were adopted.

The proposal from the Board of Directors to split Lundbeck’s existing shares into A-shares and B-shares and thereby amend the articles of association articles 3.1-3.4 and 10.6, including the proposal to implement certain pre-emption rights and thereby inserting new articles 3.5-3.7 in the articles of association, was adopted.

The proposal from the Board of Directors to authorize the Board of Directors to increase the share capital of Lundbeck with up to 10% of Lundbeck’s share capital with or without preemption rights for the shareholders in the period until June 7, 2027 and thereby to replace Articles 4.1, 4.2, 4.3 and 4.4 of the Articles of Association with new Articles 4.1 - 4.5 was adopted. The amendment of the previous authorization of 10% granted by the general meeting in 2020 has been implemented due to the share split.

The proposal from the Board of Directors to adopt the amended Remuneration Policy for the Board of Directors and Executive Management was adopted.

Each of the Chairman of the extraordinary general meeting and Bech-Bruun Advokatpartnerselskab, CVR38538071, was authorized to apply for registration with the Danish Business Authority and make such amendments and additions to the resolutions passed by the extraordinary general meeting that may be required by the Danish Business Authority in connection with the registration of the adopted amendments.

No other business was on the agenda at the annual general meeting.
 

Further information on the share split

The share split entails that each existing Lundbeck-share with a nominal value of DKK 5 is split into one (1) A share with a nominal value of DKK 1 and four (4) B shares each with a nominal value of DKK 1. Each A share carries ten (10) votes, and each B share carries one (1) vote.

The A shares and the B shares will be admitted to trading and official listing on Nasdaq Copenhagen. The A shares will be issued in the new ISIN DK0061804697 and will be admitted to trading under the Nasdaq symbol “HLUN A”. The B shares will be issued in the new ISIN DK0061804770 and will be admitted to trading under the Nasdaq symbol “HLUN B”. It is expected that the first day of trading and official listing of the new shares will be June 10, 2022. The timing for listing and delivery of the new shares and the total number of voting rights and share capital following the share split will be further described in a separate Corporate Release, which is expected to be issued later today.

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About H. Lundbeck A/S

Lundbeck is a global pharmaceutical company specialized in brain diseases. For more than 70 years, we have been at the forefront of neuroscience research. We are tirelessly dedicated to restoring brain health, so every person can be their best. We are committed to fighting stigma and discrimination against people living with brain diseases and advocating for broader social acceptance of people with brain health conditions. Our research programs tackle some of the most complex challenges in neuroscience, and our pipeline is focused on bringing forward transformative treatments for brain diseases for which there are few, if any therapeutic options.

For additional information, we encourage you to visit our corporate site www.lundbeck.com and connect with us on Instagram (h_lundbeck), Twitter at @Lundbeck and via LinkedIn. 

Third-party information, legends and Safe Harbor/Forward-Looking Statements

This corporate release may comprise statements from third-parties or reference to third-party information. To the extent information from third-parties follows directly from this document, the company can confirm that the information has been accurately reproduced, but the company cannot give any assurances as to the accuracy of the information or any forward-looking statements in such statements coming into existence. To the extent the company makes any reference to third-party information, including reference to the Lundbeck Foundation’s webpage, such information shall not be considered an integrated part of this corporate release and the company shall have no responsibility for the accuracy of such information. None of the securities referred to herein have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable other securities laws. There will not be any public offering of any of the securities in the United States.

This corporate release contains forward-looking statements that provide our expectations or forecasts of future events such as new product introductions, product approvals and financial performance. Forward looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like "believe", "anticipate", "expect", "estimate", "intend", "plan", "project", "will be", "will continue", "will result", "could", "may", "might", or any variations of such words or other words with similar meanings. All statements other than statements of historical facts included in this presentation, including, without limitation, those regarding our financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to our products), are forward looking statements.

Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Factors that may affect future results include, among others, interest rate and currency exchange rate fluctuations, delay or failure of development projects, production or distribution problems, unexpected contract breaches or terminations, government-mandated or market-driven price decreases for Lundbeck's products, introduction of competing products, Lundbeck's ability to successfully market both new and existing products, exposure to product liability and other lawsuits, changes in reimbursement rules and governmental laws and related interpretation thereof, and unexpected growth in costs and expenses.

The forward-looking statements in this document and oral presentations made on behalf of Lundbeck speak only as at the date of this presentation. Lundbeck does not undertake any obligation to update or revise forward-looking statements in this presentation or oral presentations made on behalf of Lundbeck, nor to confirm such statements to reflect subsequent events or circumstances after the date of the presentation or in relation to actual results, unless otherwise required by applicable law

H. Lundbeck A/S

Ottiliavej 9, 2500 Valby, Denmark

+45 3630 1311

info@lundbeck.com