The Annual General Meeting of shareholders of H. Lundbeck A/S is
hereby called for
Tuesday, 22 April 2008 at 10 a.m.
The Annual General Meeting will be held at:
H. Lundbeck A/S, Ottiliavej 9, DK-2500 Valby, Denmark
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, if any, from the shareholders and from the
Supervisory Board.
7. Any other business.
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 profit for the year,
corresponding to DKK 2.56 per share or a total amount of DKK 530.6m,
be distributed for the financial year 2007.
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 of the
members of the Supervisory Board, please see the company's website:
www.lundbeck.com/aboutus/Management/Corporate_Governance.
The Supervisory Board proposes re-election of the following members
elected by the shareholders: Per Wold-Olsen, Thorleif Krarup, Peter
Kürstein, Mats Pettersson and Jes Østergaard. The Supervisory Board
proposes that Egil Bodd be elected to the Supervisory Board, which
then will be made up of:
Per Wold-Olsen
Thorleif Krarup
Peter Kürstein
Mats Pettersson
Jes Østergaard
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 and a member of the Audit 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.
Since 2006, Per Wold-Olsen has been a member of the BankInvest
Biomedical Venture Advisory Board, a member of PharmaNet, deputy
chairman of Glyconics and chairman of Gilead's Global Advisory Board.
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 deputy chairman of the
supervisory board of SwedenBio AB and a board member of Ablynx NV and
to-BBB Holding B.V. Mats Pettersson was previously a member of the
supervisory board of Biocore AB and was formerly 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, founder (2006) and presently managing partner of
Lindsay Goldberg Nordic, an associated company of Lindsay Goldberg
LLC. From 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. 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
The Supervisory Board has made the following resolutions:
Reduction of the company's share capital with shares 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 is unknown at present. Article 3(1) of the Articles of
Association must be updated in connection with the reduction. The
reduction amount will appear from the complete wording of the
proposed resolutions, which will be available for inspection by the
shareholders at the registered office of the company not later than
on Friday 11 April 2008.
* The insertion of a new article 4.4 in the Articles of
Association:"In addition to the authorisations referred to in articles 4.1 to
4.3, the Supervisory Board is authorised until 21 April 2013 without
preemptive subscription rights for the existing shareholders, in one
or more issues, to issue warrants granting a right to subscribe for
up to nominally DKK 25,000,000 shares in the company in connection
with issue of new shares in favour of Executive Management,
executives and other employees of the company and/or its subsidiaries
as set out in more detail by the Supervisory Board. The warrants
shall give a right to subscribe for shares in the Company at a price
to be fixed by the Supervisory Board; such price may be lower than
the market price. Furthermore, the Supervisory Board shall fix the
terms of the warrants issued in accordance with the authorisation."
The subsequent article numbers will be renumbered accordingly as a
result of the new provisions.
In Article 4.5 (previously 4.4), the first line: "New shares issued
pursuant to Articles 4.1 - 4.3..." is changed to read "New shares
issued pursuant to Articles 4.1 - 4.4...".
For the period until the next Annual General Meeting, the Supervisory
Board is authorised to arrange for an acquisition by the company of
treasury shares representing a nominal value up to 10% of the share
capital. The purchase price of the shares in question may not deviate
by more than 10% from the price quoted on the OMX in Copenhagen on
the date of acquisition. The purchase price quoted by the OMX shall
be understood as the closing price - all trades at 5:00 p.m.
To define the general guidelines for incentive pay for the members of
Executive Management and adopt a new provision to be inserted in
Article 5.6 of the Articles of Association.
With effect from 1 July 2007, section 69 b of the Danish Public
Companies Act provides that the supervisory board of a listed company
must have defined general guidelines (see appendix) for incentive pay
for the members of the supervisory board and executive board before
the company enters into any specific agreements in this respect. The
guidelines must be considered and adopted by the company's
shareholders. The members of the Supervisory Board of H. Lundbeck A/S
do not receive incentive pay. The Supervisory Board has proposed a
set of guidelines for incentive pay for Executive Management.
If the shareholders adopt the guidelines, the following provision
will be included in the company's Articles of Association:"Guidelines have been adopted for incentive pay for the members of
Executive Management. See section 69 b (2) of the Danish Public
Companies Act. The guidelines are available on the corporate
website."
The chairman of the general meeting is 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 6.1 and 6.2 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
other proposals may be resolved by a simple majority of votes. The
changed article on item 6.4 of the agenda automatically follows from
the approval of the guidelines and does not require separate
adoption, cf. the second sentence of section 69b (2) of the Danish
Public Companies Act.
The company's share capital amounts to DKK 1,036,398,155 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.
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. See the company's website,
www.lundbeck.com.
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 2007, will be
made available for inspection by the shareholders at the company's
office, Ottiliavej 9, DK-2500 Valby, not later than on 11 April 2008.
This material will also be sent to any registered shareholder who has
so requested.
H. Lundbeck A/S welcomes all shareholders to attend the Annual
General Meeting if they have obtained an admission card for
themselves 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.
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 17 April 2008 by contacting the
company's office, Ottiliavej 9, DK-2500 Valby, or via the company's
website, www.lundbeck.com. Admission cards and voting papers can also
be ordered by returning the enclosed order form to Aktiebog Danmark
A/S in the enclosed envelope.
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
Aktiebog Danmark A/S, Kongevejen 118, DK-2840 Holte, not later than
on 17 April 2008. Proxies can also be electronically nominated
through www.lundbeck.com by use of custody account no. and password
not later than on 17 April 2008.
Valby, 3 April 2008
Supervisory Board
H. Lundbeck A/S
Appendix - Remuneration guidelines
____________________________________________________________________
Remuneration guidelines for the Executive Management of H. Lundbeck
A/S
To be approved at the Annual General Meeting, 22 April 2008
1. Introduction
In accordance with section 69b of the Danish Public Companies Act -
Act No. 576 of 6 June 2007 - it is a condition for entering into
specific agreements on incentive programmes for members of the
Executive Management that the Supervisory Board has set overall
guidelines for incentive programmes included in the remuneration of
the Executive Management and that these guidelines have been approved
at Lundbeck's Annual General Meeting in April 2008.
It is the aspiration of the company to be a high-growth research
based CNS company.
The remuneration of the Executive Management members is the
responsibility of the Supervisory Board as a whole, based on the work
of the Remuneration Committee, and the Supervisory Board shall
promote actions to achieve the company's aspiration. The Executive
Management includes executives in the company listed as such with the
Danish Commerce and Companies Agency (Erhvervs- og
Selskabsstyrelsen). Members of the Supervisory Board are not included
in these guidelines, as the Supervisory Board does not participate in
any incentive programmes.
The remuneration guidelines for Executive Management members are
outlined in the following. In preparing these guidelines the
Remuneration Committee of the Supervisory Board has used external
advice from PricewaterhouseCoopers, Heidrick & Struggles, and Kromann
Reumert. The guidelines are available on the company's website.
Resolutions on the remuneration recommended by the Remuneration
Committee and adopted by the Supervisory Board must be in accordance
with the Remuneration Guidelines for Executive Management. On an
annual basis the Supervisory Board will approve a specific
remuneration policy for the Executive Management, which will be
disclosed during the year relevant to the policy in connection with
the publication of the Annual Report for the preceding year.
2. Remuneration guideline statement
To achieve the objective of being a high-growth research based CNS
company it is essential that the executive remuneration programmes
reward the Executive Management members for achieving stretched
targets for short- and long-term performance, including
out-performance relative to a peer group of companies.
Remuneration Guideline for the Executive Management
In order to achieve this, a competitive basic package is provided
with the opportunity to achieve significant rewards if the company
outperforms versus the peer group, reflected in further growth in
shareholder value.
It is the intention that a similar approach as adopted for the
Executive Management members will be adopted for a range of senior
managers.
3. Remuneration elements
The following elements can be used in the remuneration of the
Executive Management: base salary, pension, annual cash bonus,
share-based instruments, benefits, and company issued bonds. Each of
these will be described separately.
The components of base salary, pension, company issued bonds and
benefits are fixed, whereas the components of bonus and share-based
instruments are variable. Variable compensation is considered an
important part of the remuneration package for the Executive
Management members. The bonus targets and performance criteria
reflect the key drivers for value creation and medium- to long-term
growth in shareholder value. Therefore, a considerable part of the
total compensation consists of variable compensation that is linked
to clearly defined and measurable performance measures.
Conditions for notice of termination of employment are determined
individually in the contract of each of the members of the Executive
Management. There is no general policy for severance payment to
members of the Executive Management.
3.1 Base salary and pension
3.1 (a) Base Salary
The base salary policy for Executive Management members is to
position base salaries slightly below the average of the peer group,
matched by short-term and long-term incentive programmes with the
possibility of significant upside for exceptional performance.
The remuneration peer group consists of companies matching a
comparable level of the Executive Management in Scandinavia and in
the European pharmaceutical industry. On an annual basis, Lundbeck
will disclose the companies included in the remuneration peer group
for the relevant year in connection with the publication of the
Annual Report for the preceding year.
Remuneration Guideline for the Executive Management
3.1 (b) Pension
The pension scheme for Executive Management is a defined contribution
scheme which corresponds to the market level in the country of
residence of the executive and which includes both a savings part and
an insurance coverage associated with general practise for pension
schemes. The pension contribution should be no less than 20% of base
salary.
3.2 Short-term incentive programme (annual bonus)
The members of the Executive Management participate in a short-term
incentive programme that provides an annual bonus for the achievement
of pre-determined targets of the preceding financial year. The CEO
will have an opportunity to receive a maximum of 9 months worth of
base salary in bonus in the case of exceptional performance. Non-CEO
members of the Executive Management will have an opportunity to
receive a maximum of 6 months worth of base salary in bonus in the
case of exceptional performance.
The bonus scheme is based on group targets and individual targets.
The group criteria reflect the financial parameters that the
Supervisory Board considers to be the most critical annual measures
to enable the business to achieve the goals of being a high-growth
research based CNS company. All individual targets are specific,
measurable and aligned with current plans. All targets require prior
approval from the Supervisory Board based on recommendations made by
the Remuneration Committee.
3.3 Long-term incentive programme (share-based programme)
The members of the Executive Management participate in a 3-year
revolving long-term incentive (LTI) programme including both shares
and share-based instruments such as warrants and options. It is a
prerequisite for upholding vesting rights in the LTI programme that
the employment in the Lundbeck group is not under notice or cancelled
throughout the period. The entire programme is based on value
generation to shareholders.
The shares and share-based instruments will be available to the
Executive Management after a 3-year period depending on total
shareholder return (TSR) performance relative to a defined comparator
group. All warrants and options vest and become exercisable and all
shares vest if the company is ranked first relative to the defined
comparator group - see below - based on TSR performance. A TSR
position in the comparator group between the highest rank and the
rank above median will trigger vesting of part of the share-based
instruments on a sliding scale between the two points. All rankings
will trigger vesting of shares, except for the lowest ranking in
which case no shares will become vested.
The TSR comparator group includes other research based pharmaceutical
companies. On an annual basis Lundbeck will disclose the companies
included in the TSR comparator group for the relevant year and
specifics used related to the comparison in connection with the
publication of the Annual Report for the preceding year.
Under the programme the CEO will have the opportunity to gain access
to an awarded value of the LTI programme for the grant year of up to
a maximum of 12 months worth of base salary of that year. The non-CEO
members of the Executive Management will have the opportunity to gain
access to an awarded value of the LTI program for the grant year of
Remuneration Guideline for the Executive Management
up to a maximum of 8 months worth of base salary of that year. See
illustrative example under item 5.
The value of the share-based programme will be assessed at grant in
accordance with the same set of rules as used in the Annual Report.
The value of warrants and options is calculated based on an option
model with a strike price at market conditions at grant. Warrants and
options may be considered for exercise during a period of up to 10
years from grant. The value at time of vesting will depend on share
price performance over a 3-year period. Value of award size will
remain at the full discretion of the Supervisory Board.
In addition to the above LTI programme a member of the Executive
Management may be granted share-based instruments by participating in
general employee programmes.
In the case of an extraordinary event that significantly changes the
terms and conditions for the grant or changes the activities and the
strategies of the company, the Supervisory Board reserves the right
to change the number of shares and share-based instruments awarded to
any member of the Executive Management.
3.4 Benefits
The members of the Executive Management are entitled to company
benefits settled according to company policy.
3.5 Company issued bonds
A member of the Executive Management may be granted shares of company
issued bonds against a reduction in salary by participating in
general employee programmes. Such grants are not dependant on
performance. Granted shares of company issued bonds must be tied up
for a period of minimum 5 years.
4. Guideline for implementation
These guidelines set by the Supervisory Board at its meeting on 3
March 2008 will after approval at Lundbeck's Annual General Meeting
on 22 April 2008 be publicly available on the company's corporate
website as soon as possible. In addition, a provision about the
approval of the Remuneration Guidelines for the Executive Management
will be included in the articles of association.
These guidelines apply to all agreements on remuneration of members
of the Executive Management that may be entered into after the
publication of these guidelines on Lundbeck's corporate website. In
addition, these guidelines apply to all amendments to existing
incentive schemes for members of Executive Management.
The Supervisory Board can within this Guideline change the current
and future agreements on remuneration for the Executive Management.
Changes to the guidelines must be approved by the Annual General
Meeting.
Remuneration Guideline for the Executive Management
5. LTI illustrative example
If the price of the Lundbeck share over a three-year period has
outperformed all companies included in the TSR comparator group, a
non-CEO member of the Executive Management will be entitled to the
shares and share-based instruments granted at the beginning of the
three-year cycle at a grant value equivalent of 8 months' worth of
base salary. If the price of the Lundbeck share has outperformed only
some companies in the TSR comparator group and Lundbeck is ranked
median in the group, the non-CEO member of the Executive Management
will be entitled to all the shares and none of the share-based
instruments granted at the beginning of the three-year cycle.
The Supervisory Board
3 March 2008
Per Wold-Olsen
Chairman
Thorleif Krarup
Deputy chairman
Peter Kürstein Mats Pettersson
Jes Østergaard
Birgit Bundgaard William Watson
Kim Christensen
Lundbeck contacts
Investors: Media:
Jacob Tolstrup Anders Schroll
Director Head of Communication
+45 36 43 30 79 +45 36 43 20 81
Palle Holm Olesen
Head of Investor Relations
+45 36 43 24 26
Stock Exchange Release No 333 - 3 April 2008
About Lundbeck
H. Lundbeck A/S is an international pharmaceutical company engaged in
the research and development, production, marketing and sale of drugs
for the treatment of psychiatric and neurological disorders. In 2007,
the company's revenue was DKK 11 billion (approximately EUR 1.5
billion or USD 2.0 billion). The number of employees is approximately
5,300 globally. For further information, please visit
www.lundbeck.com
