Notice of the annual general meeting
The Annual General Meeting of shareholders of H. Lundbeck A/S is
hereby called for
Tuesday 21 April 2009 at 10 a.m.
The Annual General Meeting will be held at the company's address:
H. Lundbeck A/S, Ottiliavej 9, 2500 Valby
In accordance with Article 8 of the Articles of Association, the
agenda of the meeting includes the following:
1. Report from the Supervisory Board on the activities of
the company during the previous year.
2. Presentation of the Annual Report for approval, and
discharging the Supervisory Board and Executive Management from
liability.
3. Resolution on distribution of profit or covering of
loss in accordance with the approved Annual Report.
4. Election of members to the Supervisory Board.
5. Appointment of one or two state authorised
accountants.
6. Proposals from the Supervisory Board.
7. Any other business.
Re agenda item 1
The Supervisory Board proposes that the report
be approved.
Re agenda item 2
The Supervisory Board recommends that the Annual Report be adopted
and that a resolution be passed to discharge the Supervisory Board
and Executive Management from liability.
Re agenda item 3
The Board proposes that dividends of 30% of the net profit for the
year, corresponding to DKK 2.30 per share or a total amount of DKK
452.8m be distributed for the financial year 2008.
Re agenda item 4
Endeavours are made to ensure that the Supervisory Board of H.
Lundbeck A/S is made up of persons with the necessary financial,
pharmaceutical, information technology, international and production
competencies to safeguard the interest of the company and thereby of
the shareholders in the best possible way. The Supervisory Board must
define Lundbeck's overall strategy, set up clear goals for the
company's Executive Management as well as supervise the decisions and
transactions of Group Executive Management. For a more detailed
description of the competence requirements for members of the
Supervisory Board, please see the company's website:
http://www.lundbeck.com/aboutus/corporate_governance/lundbecks_position/default.asp.
The Supervisory Board proposes re-election of the following members
elected by the shareholders: Per Wold-Olsen, Thorleif Krarup, Peter
Kürstein, Mats Pettersson, Jes Østergaard and Egil Bodd.
The Supervisory Board finds that the proposed candidates satisfy the
above-mentioned criteria.
The proposed candidates for the Supervisory Board have the following
backgrounds:
Per Wold-Olsen, MBA, was elected to the Supervisory Board of H.
Lundbeck A/S in 2007 and was later in 2007 elected as Chairman of the
Supervisory Board. Per Wold-Olsen is chairman of the Remuneration
Committee. He was CEO of MSD Norway from 1976-1986 and his area of
responsibility was extended to include the entire MSD Scandinavia in
1986-1990. In 1991, Per Wold-Olsen was appointed Senior Vice
President of Worldwide Human Health Marketing of Merck & Co., Inc in
the USA, and in 1994 he was appointed President of Human Health
Europe Merck & Co., Inc. USA. In 1997, in addition to the appointment
to Human Health Europe, he was also responsible for Eastern Europe,
the Middle East and Africa as well as Worldwide Human Health
Marketing. In 2005, his area of responsibility was extended to
include Latin America and Canada as President of Human Health
Intercontinental Region, Merck & Co.,Inc. From 1994-2006, Per
Wold-Olsen was a member of Merck's Management Committee.
Per Wold-Olsen is a member of BankInvest Biomedical Venture Advisory
Board, a board member of PharmaNet Development Group, Inc., chairman
of Gilead's Global Advisory Board, a board member of Exiqon A/S,
board chairman of GN Store Nord A/S and board member of Medicines for
Malaria Venture. Per Wold-Olsen was born on 6 November 1947.
Thorleif Krarup, B.Sc. (Economics) and Bachelor of Commerce (Business
Finance and Management Accounting), was elected to the Supervisory
Board of H. Lundbeck A/S in 2004 and was also elected Deputy
Chairman. He is a member of the Audit Committee of the company.
Thorleif Krarup is chairman of the supervisory board of Exiqon A/S
and Sport One Danmark A/S, deputy chairman of the supervisory board
of LFI A/S and Alk-Abelló A/S and a board member of the Lundbeck
Foundation, Group 4 Securicor plc, Bang & Olufsen A/S and
Brightpoint, Inc. From 1987 to 1992 he was Group Chief Executive of
Nykredit/TrygNykredit Holding and Group CEO of Nordea (formerly
Unibank) from 1992 to 2002, and from 2003-2006 he was chairman of the
supervisory board of TDC. Thorleif Krarup was born on 28 August 1952.
Peter Kürstein, MBA, was elected to the Supervisory Board of the
company in 2001 and chairs the Audit Committee of the company. Peter
Kürstein is President of Radiometer A/S, chairman of the supervisory
board of Foss A/S and a member of the supervisory board of Radiometer
Medical ApS. Peter Kürstein earned an MBA from Harvard Business
School and worked for Pfizer Inc. in the USA from 1981 to 1985,
including three years for the subsidiary Shiley, Inc. in California.
Peter Kürstein was born on 28 January 1956.
Mats Pettersson, B.Sc. (Economics and Business Administration), was
elected to the Supervisory Board of the company in 2003 and also sits
on the Remuneration Committee of the company. Until 2007, Mats
Pettersson was the CEO of Biovitrum AB. He is chairman of the board
of NsGene AS and a board member of SwedenBio AB, Ablynx NV, to-BBB
Holding B.V, Metacure Inc. and Photocure AS. Mats Pettersson was
previously a member of the Supervisory Board of Biocore AB and Senior
Vice President and a member of the Management Committee of Pharmacia
Corporation. Mats Pettersson was born on 7 November 1945.
Jes Østergaard, M.Sc. (Chemical Engineering), was elected to the
Supervisory Board of the company in 2003 and also sits on the
Remuneration Committee of the company. Until 1 February 2008, Jes
Østergaard was the CEO of ilochip A/S. He was previously the CEO of
DakoCytomation A/S and the Managing Director of Medicon Valley
Academy. Jes Østergaard has also been Corporate Vice President of
Novo Nordisk A/S. He is a member of the supervisory board of the
Lundbeck Foundation, LFI A/S, ilochip A/S, Aresa A/S, Scion-DTU a/s
and aCROnordic A/S. Jes Østergaard was born on 5 March 1948.
Egil Bodd, MD & PhD, was elected to the Supervisory Board of the
company in 2008 and is a member of the Audit Committee. In 2006, he
founded and is presently managing partner of Lindsay Goldberg Nordic,
an associated company of Lindsay Goldberg LLC. During 2004 - 2006,
Egil Bodd was the CEO of Pronova Biocare - a successful acquisition
from Norsk Hydro. In the period 1992 - 2003 he worked for Merck &
Co., Inc. as managing director and later Vice President, Europe
Middle East & Africa. From 1986 - 1992, he was a president with
Medinnova. Over the years, he has held a number of directorships with
public limited companies, including Norwegian investment company
Norsk Vekst ASA and the Danish biotech company Medicult. He is the
chairman of the boards of Lindsay Goldberg Nordic AS, Mininaste AS,
Scandza Holdings and Sørlandchips AS. Egil Bodd was born on 15 March
1955.
Re agenda item 5
The Supervisory Board proposes that Deloitte Statsautoriseret
Revisionsaktieselskab be re-appointed.
Re agenda item 6
(i) The Supervisory Board proposes to reduce the company's
share capital by DKK 3,848,240 nominal value from the company's
holding of treasury shares.
The holding of treasury shares has been acquired from the company's
shareholders, including as part of the implementation of share
buyback programmes. The reduction amount has been paid to the
shareholders, cf. s 44a(1)(ii) of the Danish Public Companies Act.
The shares were acquired for a total amount of DKK 94,139,174 so that
DKK 90,290,934 was paid in addition to the nominal amount of the
reduction. As a consequence of the reduction, the Board proposes that
Article 3(1) of the Articles of Association be amended to the
following wording:"The company's share capital amounts to DKK 980,583,170. The share
capital shall be divided into shares of DKK 5 each or multiples
thereof."
(ii) The Supervisory Board proposes to change the deadline for
the Board's exercise of its authorisation under Article 4.1 from"until 30 March 2009" to "until 30 March 2014". Otherwise, the
provision remains unchanged.
(iii) The Supervisory Board proposes that a new Article
16.0 be inserted in the Articles of Association with a provision
governing electronic communication and that Article 7.1 be amended
accordingly.
(iv) Consequently, it is proposed that article 7(1) second
sentence be amended to the following wording:"General Meetings shall be convened by the Supervisory Board giving
at least eight days' notice and maximum four weeks' notice by
announcement - provided the meeting is not convened by means of
electronic communication, cf. Article 16.0 - in one or more national
Danish newspapers at the discretion of the Supervisory Board and by
ordinary letter to all shareholders registered in the Register of
Shareholders who have requested to be notified in this manner."
New Article 16.0:
16.0 Electronic communication
16.1 All communication from the Company to the shareholders may
take place electronically by e-mail, and general messages will be
available to the shareholders on the Company's website,
www.lundbeck.com, unless otherwise provided by the Danish Public
Companies Act. The Company may at any time elect to communicate by
ordinary mail.
16.2 Notices convening Annual General Meetings and
Extraordinary Annual Meetings, including resolutions in full for
amendments of the Articles of Association, the agenda, subscription
lists, annual reports, stock exchange announcements, admission cards
and other general information from the Company to the shareholders
may thus be sent by e-mail. Admission cards to General Meetings
excluded, the documents mentioned above shall also be available on
the Company's website, www.lundbeck.com.
16.3 The Company is under an obligation to request registered
shareholders to provide an electronic address to which announcements
and the like are to be sent. It is the responsibility of the
individual shareholder to ensure that the Company has the correct
electronic address. All communication from shareholders to the
Company may be directed electronically by e-mail to
investor@lundbeck.com.
16.4 On the Company's website, www.lundbeck.com, shareholders
may find more detailed information about system requirements and the
procedures for electronic communication.
(iv) The Supervisory Board proposes that the chairman of the
general meeting be authorised to make such changes in and supplements
to the matters adopted at the general meeting and the notification to
the Danish Commerce and Companies Agency as may be requested by the
Commerce and Companies Agency in connection with its registration of
the amendments made.
The adoption of items 6 (i)-(iii) of the agenda requires a majority
in favour of the proposed resolution of at least two thirds of both
the votes cast and of the voting share capital represented at the
general meeting, cf. Article 9.2 of the Articles of Association. The
adoption of the proposal under item 6 (iii) of the agenda also
requires that shareholders representing 25% of the company's total
voting share capital do not vote against the resolution. The other
proposals may be resolved by a simple majority of votes.
H. Lundbeck A/S welcomes all shareholders to attend the Annual
General Meeting if they have obtained an admission card forthemselves and any accompanying adviser. Voting papers will be
distributed together with the admission card. Please note that no
shareholder may attend the Annual General Meeting unless he has
ordered an admission card before the Annual General Meeting. Access
to the Annual General Meeting is through the Reception on Ottiliavej
9. There is only a limited number of parking spaces at Ottiliavej and
Krumtappen. After the Annual General Meeting, H. Lundbeck A/S will be
serving coffee and tea.
Admission cards are distributed to shareholders registered in the
register of shareholders of the company or against presentation of a
statement of holding from VP Securities Services or the account
controller (custodian bank) issued not more than eight days before as
proof of the shareholding. The custody account statement from VP
Securities Services or the account controller (custodian bank) must
be accompanied by a written statement from the shareholder declaring
that the shares have not been and will not be transferred to others
until after the Annual General Meeting.
Admission cards and voting papers for the Annual General Meeting can
be ordered up to and including 16 April 2009 via the company's
website, www.lundbeck.com, or by returning the order form to
I-NVESTOR DANMARK A/S in the enclosed envelope.
All shareholders who are recorded in the company's register of
shareholders or have notified and substantiated their acquisition are
entitled to vote at general meetings. However, for shares acquired by
transfer, the voting right is also conditional upon shareholders
being registered in the register of shareholders or having notified
and substantiated their acquisition on or before the date of the
notice convening the general meeting in question.
The company's share capital amounts to DKK 984,431,410 nominal value,
divided into shares of DKK 5 nominal value each. Each nominal share
amount of DKK 5 carries one vote as provided in Article 10.5 of the
Articles of Association.
The agenda of the Annual General Meeting and the complete wording of
the proposed resolutions as well as the audited Annual Report,
including the consolidated financial statements for 2008, will be
made available for inspection by the shareholders at the company's
office, Ottiliavej 9, DK-2500 Valby, not later than on 8 April 2009.
This material will also be sent to any registered shareholder who has
so requested.
Also this year, H. Lundbeck A/S offers simultaneous interpretation
from Danish into English. The area where interpreting is available
will be signposted. Moreover, the Annual General Meeting will be
webcast live in Danish and English (can be replayed after the Annual
General Meeting). See the company's website, www.lundbeck.com.
If you are prevented from attending the Annual General Meeting, the
company's Supervisory Board is willing to be appointed proxy to
exercise the votes attached to your shares. In that case, please fill
in, sign and return the enclosed proxy form so that it reaches
I-NVESTOR DANMARK A/S, Kongevejen 418, DK-2840 Holte, not later than
on 16 April 2009. Proxies can also be electronically nominated
through www.lundbeck.com by use of custody account no. and password
not later than on 16 April 2009.
Valby, 1 April 2009
Supervisory Board
H. Lundbeck A/S
Lundbeck contacts
Investors: Media:
Jacob Tolstrup Mads Kronborg
Director, IR & Communication Media Relations
+45 36 43 30 79 +45 36 43 28 51
Palle Holm Olesen
Head of Investor Relations
+45 36 43 24 26
About Lundbeck
H. Lundbeck A/S (LUN.CO, LUN DC, HLUKY) is an international
pharmaceutical company engaged in the research and development,
production, marketing and sale of pharmaceuticals for the treatment
of psychiatric and neurological disorders. In 2008, the company's
revenue was DKK 11.3 billion (approximately EUR 1.5 billion or USD
2.2 billion). The number of employees is approx. 5,500 globally. For
more information, please visit www.lundbeck.com.
