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					Announcement no. 08-11
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Announcement
28.03.2011



Notice convening Annual General Meeting of NeuroSearch A/S
Pursuant to Articles 9 and 10 of the Articles of Association, notice is hereby given of the
Annual General Meeting to be held on:

Wednesday, 27 April 2011 at 4.00 pm

at the Radisson Blu Falconer Hotel & Conference Center, Falkoner Allé 9, DK-2000
Frederiksberg, Copenhagen, with the following agenda:

1. The Board of Director’s report on the company’s activities during the past year

2. Presentation and adoption of the Annual Report 2010

3. The Board of Director’s proposed resolution on the distribution of profits and losses
   as recorded in the Annual Report as adopted

4. Election of members to the Board of Directors

     Pursuant to Article 15 of the Articles of Association, all Board members elected by
     the general meeting are up for election. The Board of Directors proposes that all
     Board members be re-elected.

     For information about the nominated candidates reference is made to the
     company’s Annual Report 2010 available at the company’s website
     (www.neurosearch.com).

5. Election of auditor(s)

     Pursuant to Article 19 of the Articles of Association, the auditor elected by the
     general meeting is up for election. The Board of Directors proposes that the auditor
     be re-elected.

6. Proposals by the Board of Directors or shareholders:

     A. The Board of Directors has appointed VP Investor Services A/S (CVR-nr. 30 20
        11 83), Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S, as the
        keeper of the company’s register of shareholders instead of Computershare
        A/S, Kongevejen 418, DK-2840 Holte. Consequently the Board of Directors
        proposes that Article 7 of the Articles of Association be amended as follows:

                                           Article 7

        The Board of Directors may resolve that the company’s register of shareholders
        be kept either by the company or by an external registrar appointed by the
        company, on behalf of the company. The company’s register of shareholders is
        kept by VP Investor Services A/S (CVR-nr. 30 20 11 83)."

     B. The Board of Directors presents the remuneration policy for the Board of
        Directors and Executive Management for approval by the general meeting.
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        Pursuant to section 139 of the Danish Companies Act, a public limited
        company, whose shares are admitted to trading on a regulated market and
        enters into a specific agreement for incentive-based remuneration for the
        company’s management, must set general guidelines for the incentive-based
        remuneration for the company’s management. Such guidelines shall be
        considered and adopted by the company’s general meeting.

        According to the most recent recommendations from the Committee on
        Corporate Governance, it is recommended that the Board of Directors adopt a
        remuneration policy for the Board of Directors and Executive Management
        which is adopted by the company’s general meeting.

        Therefore, the Board of Director has adopted a remuneration policy for the
        Board of Directors and Executive Management which, consequently, stipulates
        both guidelines pursuant to section 139 of the Danish Companies Act and a
        general remuneration policy in accordance with the recommendations from the
        Committee on Corporate Governance. The proposed remuneration policy is
        enclosed as an appendix to this notice.

    C. In accordance with the proposed remuneration policy, the Board of Directors
       proposes that Board members for the current year receive a fixed basic fee of
       DKK 300,000 but that the Chairman of the Board of Directors receives a fee
       which is three times higher than the fixed basic fee.

7. The Board of Directors requests the general meeting to authorise the company
   during the period until the next Annual General Meeting to purchase its own shares
   of up to a total nominal value of up to DKK 49,107,894 (corresponding to 10% of the
   company’s present share capital). The payment must not differ by more than 10%
   from the bid price quoted on NASDAQ OMX Copenhagen A/S at the time of the
   purchase.

8. Any other business


Requirements for adoption
Resolution under items 1, 2, 3, 4, 5, 6B, 6C and 7 is subject to adoption by simple
majority, cf. Article 14(1) of the Articles of Association.

Resolution under item 6A is subject to adoption by no less than two-thirds of all votes
cast and of the voting share capital represented at the Annual General Meeting, cf.
Article 14(2) of the Articles of Association.

Share capital and voting right
The share capital of NeuroSearch A/S is nominally DKK 491,078,940 divided into
24,553,947 shares of DKK 20 each. Each share of DKK 1 carries one vote, cf. Article
13(3) of the Articles of Association.

All shareholders are entitled to attend the Annual General Meeting and to vote in
accordance with the number of shares owned by the shareholder on the registration
date which is Wednesday, 20 April 2011, provided that the ownership has been
registered or has been requested for registration in the company's register of
shareholders on the registration date at the latest.

Admission, proxy and vote by post
Pursuant to Article 13 of the Articles of Association, all shareholders who wish to attend
the Annual General Meeting must order admission cards via the company’s website
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(www.neurosearch.com), from NeuroSearch A/S, Pederstrupvej 93, DK-2750 Ballerup
(telephone: +45 4460 8000 or e-mail: ns@neurosearch.dk) or from VP Investor
Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S
(telephone: +45 4358 8866 or +45 4358 8893 or e-mail: vpinvestor@vp.dk) no later
than Wednesday, 20 April 2011.

Shareholders who are unable to attend the Annual General Meeting may issue a proxy
to the Board of Directors or to a third party directly via www.neurosearch.com. The
proxy form may also be printed from the website (www.neuroseach.com) or be
requested from NeuroSearch A/S. Signed and dated proxies must be received by VP
Investor Services A/S no later than Wednesday, 20 April 2011.

Shareholders may also vote by post. A form for voting by post can be printed from the
company's website (www.neurosearch.com) or be requested from NeuroSearch A/S.
Signed and dated vote by post must be received by VP Investor Services A/S no later
than Wednesday, 20 April 2011.

Documents
As of today the following documents can be downloaded from the company’s website
(www.neurosearch.com):

         Notice convening Annual General Meeting
         The documents to be presented on the Annual General Meeting, including the
         latest audited Annual Report
         Agenda and the complete proposals
         Forms for authorising proxy or vote by post

Right to ask questions
At the Annual General Meeting, the Board of Directors will answer questions from the
shareholders regarding issues relating to the review of the Annual Report, the condition
of the company and other questions for consideration at the Annual General Meeting.


Thomas Hofman-Bang
Chairman of the Board of Directors


Contact person:
René Schneider, EVP & CFO, telephone: +45 4460 8700 or +45 2911 2097



About NeuroSearch
NeuroSearch A/S is a European based biopharmaceutical company, specialising in CNS
diseases, and listed on NASDAQ OMX Copenhagen A/S (NEUR). The company has a pipeline of
                                        ®
speciality CNS drugs, including Huntexil (pridopidine), a unique orphan drug in Phase III for the
treatment of Huntington’s disease. NeuroSearch is building commercial competences with a view
                            ®
to commercialising Huntexil through an in-house marketing and sales organisation.

NeuroSearch has a well-established drug discovery division, NsDiscovery, with unique
capabilities in the field of ion channels and CNS diseases. The company has strategic drug
discovery and development alliances with Janssen Pharmaceutica and Eli Lilly as well as a
licence collaboration with Abbott. NeuroSearch also has equity interests in a number of unlisted
companies in the Life Science industry.
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Remuneration policy for the Board of Directors and Executive Management of
NeuroSearch A/S

1.   Introduction
     Pursuant to Article 139 of the Danish Companies Act, the Board of Directors of a
     listed company is required to define general guidelines for the company’s incentive
     pay to the Board of Directors and Executive Management, which must be approved
     by the general meeting of the company before a specific agreement on incentive
     pay with any member of the company’s Board of Directors or Executive
     Management is entered into.

     According to recommendations on Corporate Governance, the Board of Directors
     is also recommended to adopt a remuneration policy applicable to the Board of
     Directors and the Executive Management and that the policy is approved by the
     general meeting.

     This remuneration policy is prepared in accordance with Article 139 of the Danish
     Companies Act and the recommendations on Corporate Governance and applies
     to the members of the Board of Directors and Executive Management of
     NeuroSearch A/S registered with the Danish Commerce and Companies Agency.

     Any agreements between NeuroSearch and the Board of Directors or the
     Executive Management concerning fixed remuneration or incentive pay must be
     subject to this policy.

2.   The Board of Directors
     The members of the Board of Directors receive a fixed fee as consideration for
     their Board duties. The Chairman of the Board of Directors receives a fixed fee
     equalling three times the amount received by the ordinary Board members.

     The remuneration of the Board of Directors is determined on the basis of standards
     in the market and reflects demands to competencies and efforts in light of the
     scope of their work and the number of board meetings.

     As from 2010, the members of the Board of Directors no longer receive warrants as
     a part of their remuneration.

     Each year the general meeting approves the fees to the Board of Directors.

3.   The Executive Management

     Fixed salary
     The aim with the fixed salary of the Executive Management is to attract and retain
     the best qualified members to the Executive Management. The elements of the
     fixed remuneration are determined based on market standards and the company's
     specific needs from time to time.

     As a part of the fixed salary the company may offer other standard benefits, such
     as a company car scheme and free telephone.

     The Board of Directors and the Executive Management evaluate the fixed salary
     annually based on the results from the previous period and with due consideration
     to the trend within the market standards.

     Incentive pay
     To create alignment of interests between the Executive Management and the
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    company’s shareholders and to consider both short-term and long-term targets,
    NeuroSearch considers it expedient to set up incentive plans for the members of its
    Executive Management. Such incentive plans may consist of warrants and non
    share-based bonus agreements, which may be continuous, one-off and event-
    based.

    Share-based instruments (warrants)
    The Board of Directors may from time to time grant warrants to the Executive
    Management. The value of the warrants granted within a given calendar year may
    amount to up to 100% of their fixed salary. The value of the warrants granted will
    be determined in accordance with the Black & Scholes formula. No consideration
    will be payable for the warrants.

    The exercise price of the warrants granted will be determined on the basis of an
    average of the market price five days before and five days after the date of grant,
    provided always that the exercise price must, as a minimum, correspond to the
    company’s average market price on the day of the formal resolution to grant
    warrants.

    It may be decided that the warrants granted vest on an ongoing basis during a
    period of one to three years from the date of grant. Warrants cannot be exercised
    until three years from the date of grant and must be exercised not later than five
    years from the date of grant.

    In respect of each grant, the Board of Directors will assess whether the
    recommended number of warrants to each recipient is commensurate with the
    recipient’s participation in the achievement of the long-term targets and strategies
    of the company. The warrants to the Executive Management will vest gradually,
    subject to continuing employment of the members of the Executive Management.

    Non-share based instruments
    The Board of Directors may enter into agreements with the Executive Management
    about cash bonus plans. Cash bonus plans consist of a maximum bonus fixed
    annually which the Executive Management will receive if all targets for the relevant
    year are met. The maximum cash bonus shall be equivalent to 100% of the fixed
    salary of each member of the Executive Management. Payment of bonus depends
    on whether the conditions and targets defined in the agreement have been fully or
    partly met. This may be personal targets related to the performance of the
    individual member of the Executive Management or the performance of
    NeuroSearch.

    In exceptional cases, other agreements that may lead to payment of a bonus of up
    to one year’s fixed salary may be made. Such agreements are typically expected to
    be made so as to take effect upon the occurrence of a specific event, for instance
    the acquisition of a controlling interest in the company, the completion of a
    takeover bid, the continuing employment of the Executive Management until a
    specific point in time, defined either as a date or a period after the occurrence of a
    specific event.

    Change and phase-out of incentive plan
    The Board of Directors may change or phase out one or more incentive plans
    introduced pursuant to this policy. In the evaluation of whether this should be done,
    the criteria that formed the basis of the establishment of the plan will be taken into
    account. However, such changes can only be made within the framework of this
    policy. More extensive changes must be approved by the shareholders.
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    Publication
    There is a provision in the company’s Articles of Association stating that the
    shareholders have adopted guidelines for incentive pay for members of the
    Executive Management pursuant to Article 139 of the Danish Companies Act. This
    policy will also be published on the company's website.

				
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