Notice of Annual General Meeting

For a Danish version of this notice please visit Annual general meeting (lundbeck.com)
For dansk version af indkaldelse til generalforsamling se Annual general meeting (lundbeck.com)

Valby, Denmark, February 22, 2023 - Notice is hereby given of the annual general meeting of H. Lundbeck A/S to be held on:
 

Tuesday, 21 March 2023 at 10:00 am CET
 

The annual general meeting will be held at the offices of the Company at:

H. Lundbeck A/S, Ottiliavej 9, DK-2500 Valby
 

Agenda

In accordance with Article 8.1 of the Articles of Association, the agenda of the meeting is as follows: 

1. Report of the Board of Directors on the Company’s activities during the past year. 
2. Presentation and adoption of the annual report. 
3. Resolution on the appropriation of profit or loss as recorded in the adopted annual report. 
4. Presentation of and advisory vote on the remuneration report. 
5. Election of members to the Board of Directors.  
6. Approval of remuneration for the Board of Directors for the current financial year. 
7. Election of one or two state-authorized public accountants. 
8. Any proposals by shareholders or the Board of Directors:
   1. Proposal from the Board of Directors to authorize the Board of Directors to allow the Company to acquire treasury shares. 
   2. Proposal from the Board of Directors to amend the Remuneration Policy for the Board of Directors and Executive Management. This includes a proposal to reduce the maximum pension contribution percentage for the Executive Management and redistribute the funds from the reduction of the pension contribution to short term incentive program (“STI-program") for the Executive Management, by increasing the target and potential maximum of the STI-program (with the exemption of the CEO’s STI-program, which will remain unchanged).  
   3. Proposal from shareholder Astrid Skotte that Lundbeck offers to purchase the properties closest to the Lumsås factory.  
   4. Proposal from the Board of Directors to authorize the Chair of the meeting to file the resolutions passed at the annual general meeting for registration with the Danish Business Authority. 
9. Any other business.
   
    

Complete proposals

Re agenda item 1:

The Board of Directors recommends that the report be adopted. 

Re agenda item 2:

The Board of Directors proposes that the annual report be approved.  

Re agenda item 3: 

The Board of Directors proposes to distribute a dividend of 30% of the net profit for the accounting year 2022, corresponding to DKK 0,58 per share, or a total dividend of DKK 577,53 million. 

Re agenda item 4:

The Board of Directors recommends that the report be approved. 

Re agenda item 5:

The Board of Directors 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 Board of Directors’ most important duties are to formulate H. Lundbeck A/S’ overall strategy, set specific objectives for the Company’s Executive Management and ensure that the members of the Executive Management have the right qualifications  

For a more detailed description of the qualifications required for members of the Board of Directors, please see the Company’s website: www.lundbeck.com -> About Us -> Corporate Governance -> Board Tasks. 

Members of the Board of Directors elected by the annual 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 Board of Directors proposes that the following members elected by the annual general meeting should be re-elected: Lars Søren Rasmussen, Lene Skole-Sørensen, Lars Erik Holmqvist, Jeffrey Berkowitz, Jeremy Max Levin, Dorothea Wenzel and Santiago Arroyo. In addition, the Board of Directors proposes to elect Jakob Riis as a new member to the Board of Directors. The Board of Directors expects to elect Lars Søren Rasmussen as Chair and to elect Lene Skole-Sørensen as Deputy Chair.   

The Board of Directors assesses that together, the candidates 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 Board of Directors also considers the size of the Board appropriate considering 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 recommend that at least half of a company’s board members elected by the annual general meeting should be independent of the Company. Lars Søren Rasmussen, Jeremy Max Levin, Jeffrey Berkowitz, Dorothea Wenzel, and Santiago Arroyo meet the criteria for independence. Lene Skole-Sørensen and Lars Erik Holmqvist are considered to be non-independent board members due to their responsibilities in the Lundbeck Foundation and Jakob Riis is considered to be a non-independent board member due to his positions as CEO in Falck A/S and member of the Board of Directors ALK-Abelló A/S, as the Lundbeck Foundation is a significant shareholder in both companies. If the proposed candidates are elected to the Board of Directors, the Board will meet the recommendation for independence as defined by the Recommendations on Corporate Governance.  

The following persons were elected to the Board of Directors in 2022 for a four-year period as employee representatives in accordance with the Danish Companies Act (Selskabsloven): Hossein Armandi, Lasse Skibsbye, Dorte Clausen and Camilla Gram Andersson. 

The proposed board candidates to be elected by the annual general meeting have the following backgrounds: 
 

Lars Søren Rasmussen

Lars Søren Rasmussen, BSc Engineering and MBA, was born on 31 March 1959 and is a Danish citizen. He was first nominated for election to H. Lundbeck A/S’ Board of Directors at the 2013 annual general meeting. He chairs H. Lundbeck A/S’ Remuneration & Nomination Committee and is a member of H. Lundbeck A/S' Audit Committee. 

Lars Søren Rasmussen has considerable management experience in global med-tech. Lars Søren Rasmussen has most recently been CEO of Coloplast A/S from 2008 to 2018 and was a member of the company's executive management since 2001. During his time at Coloplast, Lars Søren Rasmussen was responsible for various functions in the group, including global sales, innovation and production. He performed these duties from both Denmark and the US. Lars Søren Rasmussen resigned his position as CEO of Coloplast A/S as of 4 December 2018 and took over the position as Chair of the Board of Directors of Coloplast A/S starting 5 December 2018. 

Lars Søren Rasmussen’s special qualifications for serving on H. Lundbeck A/S’ Board of Directors include his top management experience and knowledge of efficiency improvements and internationalization. 

Lars Søren Rasmussen is Chair of the Board of Directors at Coloplast A/S, Chair of the Danish Industry (DI) Committee on Diversity, Chair of the Danish Committee of Corporate Governance, Chair of the Think Tank Equalis, Chair of the Life Science Council under the Danish Ministry of Industry, Business and Financial Affairs and Chair of the Board at LimaCorporate. He also serves as member of the Board of Directors at Copenhagen University. Furthermore, Lars Søren Rasmussen is CEO of Germination af 2008 ApS, Emil KR ApS, 3-Form ApS, Ane HR ApS, Anders R ApS, Emma KR ApS, ADO Holding af 26.02.2004 and one subsidiary. 
 

Lene Skole-Sørensen

Lene Skole-Sørensen, BCom Finance, was born on 28 April 1959 and is a Danish citizen. She was first nominated for election to H. Lundbeck A/S’ Board of Directors at the 2015 annual general meeting. She is the Deputy Chair of the H. Lundbeck A/S Board and a member of the Remuneration & Nomination Committee and Scientific Committee. 

Lene Skole-Sørensen is the CEO at the Lundbeck Foundation, CEO at Lundbeckfond Invest A/S and Chair of the Board of Directors at LFI Equity A/S. Prior to joining the Lundbeck Foundation in 2014, Lene Skole-Sørensen was CFO at Coloplast A/S, where she was a member of the company’s executive management since joining in 2005. Lene Skole-Sørensen’s responsibilities included finance, IT, HR, communication, strategy and M&A. Before 2005, Lene Skole-Sørensen held various positions in the AP Moller-Maersk group, most recently as CFO of Maersk Company Ltd., London from 2000-2005. 

Lene Skole-Sørensen’s special qualifications for serving on H. Lundbeck A/S’ Board of Directors include extensive knowledge and expertise within financing, strategy, business development and M&A as well as management experience from international companies including med-tech.  

Lene Skole-Sørensen is the Deputy Chair of the Board of Directors of Ørsted A/S, Falck A/S, ALK-Abelló A/S and member of the Board of Directors of Nordea Bank Abp. 
 

Lars Erik Holmqvist

Lars Erik Holmqvist, MSc in business administration, was born on 4 September 1959 and is a Swedish citizen. He was first nominated for election to H. Lundbeck A/S’ Board of Directors at the 2015 annual general meeting. He is member of H. Lundbeck A/S’ Audit Committee.    

Lars Erik Holmqvist was senior advisor within healthcare at Bain Capital Private Equity. He previously served as Vice President responsible for sales and marketing at Pharmacia. In addition, he has held management positions in several pharma and med-tech companies including Boston Scientific Corporation, Medtronic, Applied Biosystems Group, DAKO A/S and Agilent Technologies. 

Lars Erik Holmqvist’s special qualifications for serving on H. Lundbeck A/S’ Board of Directors include his international management experience, his expertise in finance, and his sales and marketing experience from the global pharmaceutical, med-tech and life-science industry.  

Lars Erik Holmqvist is Chair of the Board of Directors for Biovica International AB and member of the Board of Directors of the Lundbeck Foundation, ALK-Abelló A/S, Vitrolife AB and  Life Healthcare. 
 

Jeremy Max Levin

Jeremy Max Levin, BA Zoology, MA and DPhil in Molecular Biology and MB BChir Medicine and Surgery, was born on 9 September 1953 and is a British and US citizen. He was first nominated for election to H. Lundbeck A/S’ Board of Directors at the 2017 annual general meeting. He chairs H. Lundbeck A/S’ Scientific Committee.  

Jeremy Max Levin has more than 25 years of experience in the global pharmaceuticals industry, leading companies and people to develop and commercialize medicines that address compelling medical needs worldwide. Since 2014, he has been CEO and Chair of Ovid Therapeutics, a New York-based neurology company focused on rare and orphan diseases of the brain. Previously, Jeremy Max Levin served as President & CEO of Teva Pharmaceuticals and before becoming CEO of Teva, he was a member of the Executive Committee of Bristol-Myers Squibb where he was globally responsible for overall strategy, alliances and business development. Prior to that, he was Global Head of Strategic Alliances at Novartis, where he established and managed strategic collaborations with multiple companies and research institutions around the world.  

Jeremy Max Levin’s special qualifications for serving on H. Lundbeck A/S’ Board of Directors include a robust blend of clinical insight and experience, business development skills, corporate strategy and financial savvy. In addition, he has substantial board experience.   

In addition to his position with Ovid Therapeutics, Jeremy Max Levin is a member of the Board of Directors of BIO (the Biotechnology Innovation Organization based in the USA) and is Chair of the Board of Directors of Opthea (based in Australia). 
 

Jeffrey Berkowitz

Jeffrey Berkowitz, Juris Doctor and BA in Political Science, was born on 9 January 1966 and is a US citizen. He was first nominated for election to the H. Lundbeck A/S’ Board of Directors at the 2018 annual general meeting and is a member of the Scientific Committee and since March 2019 a member of the Remuneration & Nomination Committee.   

Jeffrey Berkowitz is currently CEO of Real Endpoints, a leader in the development and implementation of proprietary tools to strengthen market access for an evolving healthcare landscape. Prior to this, Jeffrey Berkowitz recently served as an Executive Vice President of UnitedHealth Group (UNH), and CEO of their Optum International subsidiary since 2016. He served as an Executive Committee member and President of Pharma & Global Market Access at Walgreens Boots Alliance, Inc. from 2014 and served first as Senior Vice President of Pharmaceutical Development and Market Access of Walgreen Co, then as President of Walgreens Boots Alliance Development in the period 2010 to 2015. From 1998 to 2010, he held a variety of positions with increasing responsibility in market access, sales and marketing with Schering-Plough prior to its acquisition by Merck in 2009. Prior to joining Schering-Plough, Jeffrey Berkowitz was a health care attorney for the international law firm Proskauer, LLP in New York and Washington, D.C. 

Jeffrey Berkowitz’s special qualifications for serving on H. Lundbeck A/S’ Board of Directors include proven results and global experience with payers, pharmaceutical companies, specialty and retail pharmacies and drug distributors with deep experience in generic and branded procurement and inventory management, as well as pricing, reimbursement, specialty pharmacy distribution and health care strategies. He and his team led the joint venture between Walgreens and Alliance Boots based in Bern, Switzerland, and were key drivers of the merger surpassing aggressive synergy targets. He is a sought after thought leader and speaker in the area of pharmaceutical market access and reimbursement and has extensive public board and committee experience. 

Jeffrey Berkowitz is an independent director of Esperion Therapeutics, Inc. and Chair of the Board of PharmaTwoB. He is also a member of the Board of Directors of Zealand Pharma A/S, Uniphar PLC and Click Therapeutics.  
 

Dorothea Wenzel

Dorothea Wenzel holds a PhD in Health Economics & Macroeconomics and a M.Sc. in Business & Computer Sciences from the University of Darmstadt in Germany. She has also held fellowships at Harvard and was a visiting student at the University of California at Berkley. Dorothea Wenzel was born on 16 April 1969 and is a German citizen. She was first nominated for election to H. Lundbeck A/S' Board of Directors at the 2021 Annual General Meeting. She chairs H. Lundbeck A/S' Audit Committee.  

Dorothea Wenzel is an independent Board member. She had a long career at Merck KGaA, headquartered in Darmstadt, Germany, where she most recently until August 2021 served as Executive Vice President and Head of the Global Business Unit Surface Solutions. In 2018 she was the CFO & Head of Strategy of the Performance Materials Division, from 2014 to 2018 she headed Merck’s Global Fertility Business Franchise, and from 2005 to 2013 she was the CFO of Merck’s Healthcare division. Prior to Merck she worked at McKinsey & Comp., with an e-commerce startup and for a German governmental commission. 

Dorothea Wenzel's special qualifications for serving on H. Lundbeck A/S’ Board of Directors include an impressive track record in Finance and Strategy leadership across multiple industries. She further strengthens the Board's competencies in finance and business transformation to ensure the company remains best set for the future.  

Dorothea Wenzel is a member of the Supervisory Board & Lead Independent Director of Fresenius Medical Care AG & Co. KGaA. She is also a member of the Board of Directors of Dentsply Sirona Inc.  

 
Santiago Arroyo

Dr. Santiago Arroyo, MD and PhD, was born in June 1960 and is a US citizen. 

He was first  nominated for election to H. Lundbeck A/S’ Board of Directors at the 2021 annual general meeting and he is is a member of H. Lundbeck's A/S  Scientific Committee. 

Dr. Arroyo has more than 30 years of experience in academic neurology and pharmaceutical research and development. As an academic neurologist, Dr. Arroyo held faculty positions at the Johns Hopkins Hospital, Hospital Clinic of Barcelona and the Medical College of Wisconsin where he was Associate Professor of Neurology. He has special expertise in pediatric and adult epilepsy and electrophysiology. In 2003, Dr. Arroyo joined the pharmaceutical industry and has held a variety of positions in clinical research and development - most recently as Chief Medical Officer at Fulcrum Therapeutics. Prior to this, Dr. Arroyo served as as Chief Medical Officer of Momenta Pharmaceuticals. Before that he was Chief Medical Officer of Boston Pharmaceuticals, and held roles of Senior Vice President, Head of Clinical Research and Chief Medical Officer of Biotherapeutics and Pharmatherapeutics at Pfizer Inc., Therapeutic Area Head for Neurosciences, Discovery Medicine and Clinical Pharmacology at Bristol-Myers Squibb and Neurology Global Therapeutic Area Head for Eisai Global Clinical Development. 

Santiago Arroyo’s special qualifications for serving on H. Lundbeck A/S’ Board of Directors include his therapeutic and deep scientific expertise in neuroscience and beyond as well as strategic and business vision.  
 

Jakob Riis

Jakob Riis earned his master's degree in Forestry in 1992 and a PhD in Econometrics in 1996 from The Royal Veterinary and Agricultural University. He was  born in 1966 and is a Danish citizen. He is nominated for the Board of Directors at the 2023 annual general meeting.  

Jakob Riis is currently the CEO of Falck A/S. Jakob Riis brings with him more than 25 years of experience in management and sales & marketing in the international healthcare industry. For 20 years he worked at Novo Nordisk A/S in various positions in the commercial area, such as US sales organization, Japan, Head of Marketing for more than a decade, and most recent President of the North American business and member of the Executive Management.  

Jakob Riis’ special qualifications for serving on H. Lundbeck A/S’ Board of Directors include his proven track record in pharmaceutical value chain management from early-stage assets, production planning, registration trials, label negotiations, market access and global commercialization. In addition, he has extensive experience in operating in a listed company and with market communication. 

Jakob Riis currently serves as Chair of the Board of Directors in Falck Healthcare A/S and Response A/S, and has served 10 years as a member of the Board of Directors in ALK-Abelló A/S with seven years as Chair of the Audit Committee. In addition, Jakob Riis is a member of the Board of Directors of the Danish Chamber of Commerce and Falck Danmark A/S. Furthermore, Jakob Riis is currently CEO of Falck Danmark A/S and Adelca ApS. 

 

Re agenda item 6: 

It is proposed that the Board of Directors should receive the following remuneration for 2023:  

-                            Ordinary members will receive a base fee of DKK 400,000 (unchanged from 2022). 

-                            The Chair will receive three times the base fee. 

-                            The Deputy Chair will receive two times the base fee. 

-               Ordinary members of the board committees will receive DKK 200,000 in addition to the base fee (unchanged from 2022).  

-               The committee chairs will receive DKK 300,000 in addition to the base fee (unchanged from 2022). 

-                            Board members with permanent residence outside of Europe will as compensation for time and travel receive DKK 400,000 in addition to the base fee (unchanged from 2022).  

Re agenda item 7:

In accordance with the recommendation submitted to the Board of Directors by the Audit Committee, the Board of Directors proposes that PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, CVR no.: 33 77 12 31 should be re-elected as auditor for the Company. The Audit Committee is free from influence by a third party and is not subject to a contract with a third party restricting the choice of the annual general meeting to certain categories or lists of statutory auditors or audit firms, as regards the appointment of a particular statutory auditor or audit firm to carry out the statutory audit of the Company. 

Re agenda item 8: 

8.1                       It is proposed to authorize the Board of Directors until the next annual general meeting to allow the Company to acquire treasury shares of a total nominal value of up to 10% of the share capital. The purchase price for the relevant shares may not deviate by more than 10% from the price quoted on Nasdaq Copenhagen A/S at the time of the acquisition. 

8.2                       The Board of Directors proposes to the amend the Remuneration Policy for the Board of Directors and the Executive Management of H. Lundbeck A/S. This includes a proposal to reduce the maximum pension contribution percentage for the Executive Management and redistribute the funds from the reduction of the pension contribution to the short term incentive program (“STI-program”) for the Executive Management, by increasing the target and potential maximum of the STI-program (with the exemption of the CEO’s STI-program, which will remain unchanged).  

By reducing the maximum pension contribution percentage for the Executive Management, the pension contribution will be in alignment with the most dominant pension scheme for employees in Lundbeck’s global headquarter. Further, by redistributing the funds from the reduced pension contribution to the STI-program for the Executive Management, by increasing the target and potential maximum of the STI-program (with the exemption of the CEO’s STI-program, which will remain unchanged), the total remuneration package will move closer to market practice pay mix between fixed and variable remuneration and ensure that Lundbeck can attract and retain competent expertise from the relevant international business community. As a consequence of the proposed changes, clauses 3.1.1, 3.2.2, 3.3.3 of the Remuneration Policy will be amended. 

The complete wording of the proposed amended Remuneration Policy for the Board of Directors and the Executive Management of H. Lundbeck A/S will be available on the Company’s website by 22 February 2023. 

8.3                       Shareholder Astrid Skotte proposes that Lundbeck, in accordance with its Code of Conduct, offers to purchase the properties closest to the Lumsås factory to ensure health, safety and good relations with the local community. 
 

The shareholder’s justification is as follows:

The storage and use of large quantities of toxic, flammable and explosive substances meant that the Danish Environmental Authorities classified the factory in the village of Lumsås as a "risk company, category 3" (i.e. highest hazard class) in 2018. According to the EU Seveso-Directive, such establishments pose a threat that may entail serious consequences for human beings and the environment. According to the Danish Ministry of Industry, Business & Financial Affairs’ Order on planning around risk enterprises, special considerations must be made when planning areas closer than 500 meters from the enterprise (among other measures), so that the citizens are not exposed to danger. 

Near the Lumsås factory, a number of principal and secondary homes are located within 500 meters from the factory. If Lundbeck at some point chooses to make use of the new zoning plan's possibilities of expansion and new construction on the field north of the factory, the distance between the homes and the factory will be further reduced. In fact, about 12 properties will be located only about 50-200 meters from the factory. 

At the same time, serious PFAS contamination has been identified at and around the factory. At the time of writing, this contamination has not been fully identified, but PFAS has already been detected in the marsh near the plant, which several secondary homes lie next to. In addition, the Danish Ministry of Environment has issued an injunction for the delineation of another serious contamination caused by a leak in the factory's piping system. 

These factors mean that several of the nearest properties, where children also live, feel uneasy about the close proximity. Consequently, a family with four children living at home has been trying to sell their property (which is situated about 150 meters from the plant) throughout 2021 and 2022 when housing sales were generally favorable including in Lumsås. But they did not succeed. 

The classification as a risk factory in 2018, the new possibilities and future plans for extensions of the factory and the newly discovered serious contamination cases at and near the factory will in practice make it very difficult to sell the properties closest to the factory. The residents rightly feel tied to their properties. 

A model for buy-out offers could draw valuable inspiration from the wind turbine sector, where properties near wind farms are bought/offered for purchase to compensate the residents for the nuisance, including the loss of value, caused by the close proximity to a wind turbine. 
 

The Board of Directors’ reply:

Since the establishment of Lundbeck’s Lumsås manufacturing plant in 1962, the company has done its utmost to ensure it operates according to all applicable rules and regulations that comes with operating a manufacturing site with a nearby growing community. Since 2018, Lundbeck’s site in Lumsås has been designated as Seveso Upper-tier establishment (“Kolonne 3 risikovirksomhed” in Danish), which also means that it gets additional risk assessments and health and safety related oversight from the authorities to ensure the highest levels of safety for our employees and the community around the site. 

PFAS (per– and polyfluoroalkyl substances) is an issue of international concern, which goes beyond Lundbeck and its Lumsås site. PFAS is a class of thousands of compounds that are used throughout society of which the most abundant are PFOS (perfluorooctanesulfonate) and PFOA (perfluorooctanic acid). Until 2011, PFOS was a common ingredient in fire retardant foam in fire extinguishing systems across Europe and was also used in many other parts of the world. These fire extinguishing systems were not only used by Lundbeck, but also by other companies as part of their fire prevention protocol and fire departments across Europe. Lundbeck has exclusively used PFOS free fire retardant foam in its extinguisher system since its ban more than 11 years ago, when the EU decided to phase out PFAS under the Persistent Organic Pollutants (POPs) Regulation. 

According to Danske Regioner, nearly 15.000 different areas across Denmark could potentially have an issue concerning high levels of PFAS. The Danish government has already communicated they are working on a national action plan regarding PFAS. Lundbeck is a great supporter of this step, as we agree that such a plan is needed to deal with this issue on a broader political level.  Lundbeck continues to collaborate fully and openly with the authorities on this matter, as well as engages with the municipality to address concerns in the local community.  This is a very broad national issue concerning many companies and locations which the government is best placed to address. 

Given Lundbeck’s long-standing strict adherence to government issued health and safety regulations and the fact that the government is working on a national level action plan to address the changed status of PFAS as a pollutant, we do not support this proposal to take action to purchase local property closest to the Lumsås factory. 
 

8.4                       The Board of Directors proposes to authorize the Chair of the annual general meeting to make such amendments and additions to the resolutions passed by the annual general meeting and the application for registration with the Danish Business Authority that may be required by the Danish Business Authority in connection with the registration of the adopted amendments. 

All proposals on the agenda may be adopted by a simple majority of votes. 

PRACTICAL INFORMATION

H. Lundbeck A/S welcomes all shareholders who have obtained an admission card for themselves and for any adviser accompanying them at the annual general meeting. Please note that admission cards must be obtained prior to the annual general meeting in order to attend. Access to the annual general meeting is via the reception on Ottilliavej 9, DK-2500 Valby. There is limited parking space available on Ottiliavej and Krumtappen, where parking is allowed for up to three hours (remember to set the parking disc). Due to the parking rules in the area, it is not possible to purchase extra parking time, and no guest tickets or guest licenses are issued.  

If you have functional impairments which make passage from the entrance to the auditorium difficult, you may request assistance from the staff upon arrival at the reception.  

Registration, admission cards and notice of attendance (requirement for attending the annual 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 annual general meeting. Anyone who is registered as a shareholder in the register of shareholders on the date of registration, 14 March 2023, or who 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 annual general meeting (see Article 10.4 of the Articles of Association). 

Admission cards for the annual general meeting can be obtained up to and including 17 March 2023 at the Company’s website www.lundbeck.com, or by returning the admission card request form to Computershare A/S, Lottenborgvej 26 D, 1. sal, DK-2800 Kgs. Lyngby, tel. +45 4546 0999. 

Admission cards will be sent out electronically via email to the email address specified in the investor portal upon registration. The admission card must be presented at the annual general meeting either electronically on a smartphone/tablet or in print. 

Shareholders who have ordered admission cards without specifying their email address can pick up the admission card at the entrance of the annual general meeting upon presentation of valid ID. 

Voting cards will be handed out at the entrance of the annual general meeting. 

Questions

All shareholders may ask written questions about the agenda and the documents to be used for the annual general meeting. Questions may be sent by e-mail to info@lundbeck.com and will be answered prior to or at the annual general meeting.  

Voting by proxy or by postal votes

If you wish to submit your votes ahead of the annual general meeting or you are not attending the annual general meeting, the Board of Directors would be pleased to act as proxy to cast the votes attached to your shares, in which case the proxy form, duly completed, dated and signed, must reach Computershare A/S, Lottenborgvej 26 D, 1. sal, DK-2800 Kgs. Lyngby, by 17 March 2023. If you wish to appoint someone other than the Board of Directors as proxy, 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 17 March 2023 (please use custody account number and access code or the DanishMitID).  

You may also vote by post by completing and signing the postal voting form and returning it to Computershare A/S, Lottenborgvej 26 D, 1. sal, DK-2800 Kgs. Lyngby, so that it is received by 20 March 2023 at 12 noon CET. A postal voting form is available on the Company’s website www.lundbeck.com, where votes may also be cast electronically. 

Documents available on Lundbeck.com

The following information and documents will be made available on the Company’s website, www.lundbeck.com, no later than 22 February 2023: 1) The notice convening the annual 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 annual general meeting, including the audited annual report,  the remuneration report, and the proposed amended Remuneration Policy; 4) the agenda and the full text of all proposals to be submitted to the annual general meeting; and 5) postal and proxy voting forms.  
 

The size of the share capital and voting right

The Company’s nominal share capital is DKK 995,741,110 divided into A-share capital of DKK 199,148,222 and B-share capital of DKK 796,592,888. Each A-share of a nominal value of DKK 1 carries ten votes and each B-share of a nominal value of DKK 1 carries one vote as provided by Article 10.6 of the Articles of Association. 

Language

H. Lundbeck A/S offers simultaneous interpretation from Danish into English in the Auditorium. Presentation and answers provided by our CEO in English will be simultaneously interpreted from English to Danish. 

Webcast

It will also be possible to follow the annual general meeting via live webcast in Danish and English, which can be watched live or replayed after the meeting, see the Company’s website www.lundbeck.com. 
 

Personal data

As a shareholder in H. Lundbeck A/S, we will process your ordinary personal data for the purpose of keeping a register of H. Lundbeck A/S’ investors, for analyzing the composition of investors and for being able to communicate effectively with investors, including when sending this invitation to the annual general meeting. Further, H. Lundbeck A/S will process your personal data in connection with your participation at the annual general meeting, including in connection with issuing and use of proxies, if you put forward proposals to be handled at the annual general meeting, if you raise questions to H. Lundbeck A/S prior to or at the annual general meeting, or if you have a commentary to be read out at the annual general meeting. You can read more about H. Lundbeck A/S’ handling and processing of your personal data in connection with the annual general meeting on the Company’s website www.lundbeck.com.  
 

Valby, 22 February 2023               

The Board of Directors 

H. Lundbeck A/S 

Please note, that the above information has also been made available in Danish on Lundbeck.com under the Investor section.

 

Lundbeck contacts

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. 

Safe Harbor/Forward-Looking Statements

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 or applicable stock exchange regulations.

H. Lundbeck A/S

Ottiliavej 9, 2500 Valby, Denmark

+45 3630 1311

info@lundbeck.com