Notice of Annual General Meeting
Notice is hereby given of the Annual General Meeting of H. Lundbeck A/S to be
held on:
Wednesday, 30 March 2011 at 10 am
The General Meeting will be held at the Company's address:
H. Lundbeck A/S, Ottiliavej 9, DK-2500 Valby
In accordance with Article 8.1 of the Articles of Association, the agenda of the
meeting is as follows:
1. Report of the Supervisory Board on the Company's activities
during the past year
2. Presentation and adoption of the annual report
3. Approval of remuneration for the Supervisory Board for the
current financial year
4. Resolution on the appropriation of profit or loss as recorded in
the adopted annual report
5. Election of Supervisory Board
6. Election of one or two state-authorised public accountants
7. Any proposal by shareholders or the Supervisory Board
a) Proposal by the Supervisory Board to adapt the Company's
"Remuneration guidelines for the Supervisory Board and the Executive Management
of H. Lundbeck A/S" so as to comply with the Recommendations on Corporate
Governance.
8. Any other business
Re agenda item 1
The Supervisory Board recommends that the report should be
adopted.
Re agenda item 2
It is proposed that the annual report including remuneration for the Supervisory
Board for 2010 should be adopted. For information on remuneration for the
Supervisory Board, please see the annual report p. 42-45 and 77.
Re agenda item 3
It is proposed that the remuneration for the Supervisory Board for the current
financial year should be the same as in 2010.
Re agenda item 4
It is proposed that a dividend of 30 % of the net profit for the year,
corresponding to DKK 3,77 per share, or a total dividend of DKK 739m, should be
distributed for the financial year 2010.
Re agenda item 5
The Supervisory Board of H. Lundbeck A/S should consist of persons who together
possess the financial, pharmaceutical and international qualifications required
for safeguarding the Company's and thus the shareholders' interests in the best
manner possible having regard to the Company's other stakeholders. The
Supervisory Board's most important duties are to determine Lundbeck's overall
strategy, set specific objectives for the Company's Board of Management, and to
supervise the Group Executive Management's decision-making and transactions.
For a more detailed description of the qualifications required for members of
the Supervisory Board, please see the Company's website: www.lundbeck.com à
About Us à Corporate Governance.
Supervisory Board members elected by the general meeting are elected or re-
elected every year, and therefore the term of office of the current members
expires in connection with this Annual General Meeting. The Supervisory Board
proposes that the following members elected by the general meeting should be re-
elected: Thorleif Krarup, Peter Kürstein, Mats Pettersson, and Jes Østergaard.
Furthermore the Supervisory Board proposes that Christian Dyvig and Håkan
Björklund are elected to the Supervisory Board. Per Wold-Olsen and Egil Bodd do
not wish to stand for re-election, both due to potential conflict of interests
between H. Lundbeck A/S and their other functions.
The proposed candidates have considerable management experience from
international businesses in the pharmaceutical industry. The Supervisory Board
assesses that the candidates together possess the professional and international
experience required for maintaining the Company's position as a leading global
pharmaceutical company focusing on research and development in the field of
brain disorders. The Supervisory Board also considers the size of the Board
appropriate taking into account the Company's needs and the aim of ensuring
constructive debate and effective decision-making. Regard has been given to
diversity in the selection of board candidates.
The Recommendations on Corporate Governance (2010) recommend that at least half
of a company's board members elected by the general meeting should be
independent of the company. Mats Petterson, Peter Kürstein and Håkan Björklund
meet the criteria for independence. Thorleif Krarup, Jes Østergaard and
Christian Dyvig are considered non-independent members of the Supervisory Board
by reason of their activities in the Lundbeck Foundation. If the proposed
candidates are elected to the Supervisory Board, the Board will meet the
recommendation for independence as defined by the Recommendations on Corporate
Governance (2010).
The proposed board candidates have the following backgrounds:
Thorleif Krarup
Thorleif Krarup, B.Sc. (Economics) and Bachelor of Commerce (Business Finance
and Management Accounting), was born on 28 August 1952 and is a Danish citizen.
He was elected to Lundbeck's Supervisory Board in 2004 and elected as Deputy
Chairman in 2005. He is also a member of Lundbeck's Audit Committee.
Thorleif Krarup has many years' experience from the financial sector as Group
Chief Executive of Nykredit (1987 to 1992) and Group CEO of Unibank (1992 to
2002) and Nordea (2000 to 2002). Since 2002, he has been board chairman of
several listed/international companies and senior adviser in international
institutions.
Thorleif Krarup's special qualifications for serving on Lundbeck's Supervisory
Board include management experience from international organisations, knowledge
of the Lundbeck Group's business and practice, and qualifications within global
management control, particularly accounting, financing, and the capital market.
Thorleif Krarup is board chairman of Exiqon A/S and Sport One Danmark A/S,
deputy board chairman of LFI A/S, Alk-Abelló A/S and Falck A/S, and board member
of the Lundbeck Foundation.
Peter Kürstein
Peter Kürstein, MBA, was born on 28 January 1956 and is a Danish citizen. He was
elected to Lundbeck's Supervisory Board in 2001. He also chairs Lundbeck's Audit
Committee.
Peter Kürstein is President of Radiometer Medical ApS and has for 26 years been
responsible for all functions, including investor relations when Radiometer was
listed on the NASDAQ OMX Copenhagen. Prior to joining Radiometer, he worked with
Pfizer in the US for three years.
Peter Kürstein's special qualifications for serving on Lundbeck's Supervisory
Board include management and management control in global businesses, strategy
development and -implementation, business development and human resource
experience.
Peter Kürstein is board chairman of Foss A/S and chairman of the Committee for
Health Policy under the Confederation of Danish Industry (DI).
Mats Pettersson
Mats Pettersson, B.Sc. (Economics and Business Administration), was born on 7
November 1945 and is a Swedish citizen. He was elected to Lundbeck's Supervisory
Board in 2003. He is also member of Lundbeck's Remuneration Committee and
Scientific Committee.
Mats Pettersson has many years' experience from international research-based
pharmaceutical companies. He has held various positions in Business Development
and has served as CFO, CEO and as member of various management committees.
Mats Pettersson's special qualifications for serving on Lundbeck's Supervisory
Board include his experience with senior management, research and development
processes, and Business Development combined with substantial international
experience.
He is board chairman of NsGene AS and Moberg Derma AB, and board member of
Ablynx NV, to-BBB NV, Aquapharm Biodiscovery Ltd and Photocure AS. He also
heads the Investment Advisory Board of Karolinska Development Fund.
Jes Østergaard
Jes Østergaard, M.Sc. (Chemical Engineering), was born on 5 March 1948 and is a
Danish citizen. He was elected to Lundbeck's Supervisory Board in 2003. He is
also member of Lundbeck's Remuneration Committee and Scientific Committee.
Until 1 February 2008, Jes Østergaard was Chief Executive Officer of ilochip
A/S. He was previously Chief Executive Officer of Dako A/S and Managing Director
of Medicon Valley Academy. He has also been Corporate Vice President of Novo
Nordisk A/S.
Jes Østergaard's special qualifications for serving on Lundbeck's Supervisory
Board include management experience from international research-based companies,
knowledge of the Lundbeck Group's business and practice, human resource
experience, and experience with group development, including acquisition and
sale of businesses.
Jes Østergaard is board member of the Lundbeck Foundation, LFI A/S and Scion-DTU
a/s.
Christian Dyvig
Christian Dyvig, LL.M, MBA, born 11 October 1964, Danish citizen, nominated for
election to the Lundbeck board of directors at the 2011 annual general
meeting.
Christian Dyvig brings with him years of experience from the financial sector,
focusing especially on the transfer of undertakings, and substantial ownership
experience from a range of enterprises. He served as CEO of Morgan Stanley in
2000-2003, partner in Nordic Capital 2003-2009, and director/chairman of the
board in a number of businesses in which he also has personal ownership (among
them Falck A/S, Kompan A/S and FIH Erhvervsbank A/S) in 2009-2011. As of 1 June
2011, he will be the new managing director of the Lundbeck Foundation.
As far as his work on the Lundbeck board of directors is concerned, Christian
Dyvig's special competencies lie in his financial knowledge, his experience
within the transfer of undertakings area, and his experience as an active owner
representative.
Christian Dyvig chairs the board of Kompan A/S and is a director of FIH
Erhvervsbank A/S.
Håkan Björklund
Håkan Björklund, Ph.D (neuroscience), born 14 April 1956, Swedish citizen,
nominated for election to the Lundbeck board of directors at the 2011 annual
general meeting.
Håkan Björklund is CEO of Nycomed GbmH. He has years of international experience
from the pharmaceutical industry. Having been in charge of the research
activities of Astra AB for a number of years, he was later responsible for the
company's sales and marketing in the Nordic region, certain countries in Europe
and South Africa. In 1999 he be-came CEO of Nycomed GmbH.
Håkan Björklund's special qualifications in relation to the board work in
Lundbeck are his knowledge of pharmaceutical research and development and his
knowledge of the industry.
Håkan Björklund serves on the boards of Atos Medical AB, Coloplast A/S and
Danisco A/S.
Re agenda item 6
The Supervisory Board proposes that Deloitte Statsautoriseret
Revisionsaktieselskab should be re-elected.
Re agenda item 7
In accordance with the Recommendations on Corporate Governance, the Supervisory
Board proposes that the Company's Remuneration Guidelines for the Executive
Management should be supplemented with guidelines for repayment of incentive pay
in extraordinary circumstances and with guidelines for a remuneration policy for
the Supervisory Board.
All proposed resolutions on the agenda may be passed by a simple majority of
votes as provided by Article 9.2 of the Articles of Association.
H. Lundbeck A/S welcomes all shareholders who have obtained an admission card
for themselves and for any adviser accompanying them at the General Meeting.
Please note that admission cards must be obtained prior to the General Meeting
in order to attend. Ballot papers will be provided together with admission
cards. Access to the General Meeting is via the reception on Otilliavej 9, 2500
Valby. There is limited parking space available on Ottiliavej and Krumtappen.
Coffee and tea will be served after the General Meeting.
In accordance with Article 10.1 of the Articles of Association, admission cards
will be provided to shareholders entitled to vote at the General Meeting. Anyone
who is registered as a shareholder in the register of shareholders on the date
of registration, 23 March 2011, or has made a request to such effect, including
evidence of title to shares, that has reached the Company on that date, is
entitled to vote at the General Meeting (Article 10.4 of the Articles of
Association).
Admission cards and ballot papers for the General Meeting can be obtained up to
and including 25 March 2011 via the Company's website www.lundbeck.com, from
Computershare A/S Kongevejen 418, DK-2840 Holte, tel. +45 4546 0999, or by
returning the order form to Computershare A/S
The Company's nominal share capital is DKK 980,583,170, divided into shares of
DKK 5 nominal value. Each share of DKK 5 carries one vote as provided by Article
10.6 of the Articles of Association.
If a resolution is passed by the General Meeting to distribute dividend to the
shareholders, the dividend, less any dividend tax, will be paid into the
accounts designated by the shareholders in accordance with the applicable rules
of VP SECURITIES A/S.
The following information and documents will be made available on the Company's
website, www.lundbeck.com, on or before 8 March 2011: 1) The notice convening
the General Meeting; 2) the total number of shares and voting rights at the date
of the notice; 3) all documents to be submitted to the General Meeting,
including the audited annual report; 4) the agenda and the full text of all
proposals to be submitted to the General Meeting; and 5) postal and proxy voting
forms.
All shareholders may ask questions in writing about the agenda and the documents
to be used for the General Meeting. Questions may be sent by post or by e-mail
to investor@lundbeck.com. Questions will be answered in writing or orally at the
General Meeting, unless prior to the Meeting the answer is available via a
questions/answers function on the Company's website, www.lundbeck.com.
If you are prevented from attending the General Meeting, the Supervisory Board
would be pleased to act as proxy to cast the votes attaching to your shares, in
which case the enclosed proxy form, duly completed, dated and signed, must reach
Computershare A/S, Kongevejen 418, DK-2840 Holte, by 25 March 2011. If you wish
to appoint proxies other than the Supervisory Board, the form for appointing a
third party as proxy can be used. The proxy forms are available on the Company's
website, www.lundbeck.com. Proxies may also be appointed electronically on
www.lundbeck.com on or before 25 March 2011 (please use custody account number
and access code).
You may also vote by post. The enclosed postal voting form, completed and
signed, must reach Computershare A/S, Kongevejen 418, DK-2840 Holte, by 29 March
2011 before 12 noon. A postal voting form is available on the Company's website,
www.lundbeck.com, where votes may also be cast electronically.
Also this year, Lundbeck offers simultaneous interpretation from Danish into
English in the Auditorium. The General Meeting will also be webcast live in
Danish and English (can be replayed after the meeting). See the Company's
website, www.lundbeck.com.
Valby, 7 March 2011
The Supevisory Board
H. Lundbeck A/S
Lundbeck contacts
Investors: Media:
Palle Holm Olesen Mads Kronborg
Chief Specialist, Investor Relations Media Relations Manager
+45 36 43 24 26 +45 36 43 28 51
Magnus Thorstholm Jensen Stine Hove Marsling
Investor Relations Officer External Communication Specialist
+45 36 43 38 16 +45 36 43 28 33
Jacob Tolstrup
Vice President
+1 847 282 5713
About Lundbeck
H. Lundbeck A/S (LUN.CO, LUN DC, HLUKY) is an international pharmaceutical
company highly committed to improving the quality of life for people suffering
from central nervous system (CNS) disorders. For this purpose, Lundbeck is
engaged in the research, development, production, marketing and sale of
pharmaceuticals across the world. The company's products are targeted at
disorders such as depression and anxiety, schizophrenia, insomnia, epilepsy and
Huntington's, Alzheimer's and Parkinson's diseases.
Lundbeck was founded in 1915 by Hans Lundbeck in Copenhagen, Denmark. Today
Lundbeck employs approximately 5,900 people worldwide. Lundbeck is one of the
world's leading pharmaceutical companies working with CNS disorders. In 2010,
the company's revenue was DKK 14.8 billion (approximately EUR 2.0 billion or USD
2.6 billion). For more information, please visit www.lundbeck.com.
[HUG#1494895]
