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Notice convening an Extraordinary General Meeting of NeuroSearch A/S
23 August 2018
Pursuant to Articles 8 and 10 of the Articles of Association, notice is hereby given of an Extraordinary General Meeting to be held on
14 September 2018, at 11 a.m.
at Kromann Reumert, Sundkrogsgade 5, DK-2100 Copenhagen Ø, with the following agenda:
1. Election of members to the Board of Directors
The voluntary public takeover offer made by Nordic Transport Group Holding A/S to the shareholders of NeuroSearch A/S was settled on 16 August 2018. Following completion of the offer, it is proposed to elect new members of the Board of Directors.
Karin Garre and Christian Lundgren are not up for re-election.
Information about the candidates proposed by Nordic Transport Group Holding A/S is included in this notice and can also be found on the company's website (www.neurosearch.com).
2. Presentation of Nordic Transport Group Holding A/S’ plans for NeuroSearch.
Nordic Transport Group Holding A/S will present its plans for NeuroSearch. No proposals have been made for consideration at the General Meeting.
Requirements for adoption
Agenda item 1 on the agenda requires adoption by a simple majority, cf. Article 13(1) of the Articles of Association. Item 2 is for information only and does not require a vote.
Share capital and voting rights
The share capital of NeuroSearch A/S is nominally DKK 24,553,947, distributed on 24,553,947 shares of DKK 1. Each share of DKK 1 carries 20 votes.
A shareholder's right to participate in the Extraordinary General Meeting and to cast votes is determined on the basis of the number of shares held by such shareholder as at 7 September 2018 (the registration date). The shareholding of each shareholder as at the registration date is determined on the basis of the number of shares held by that shareholder as registered in the register of shareholders, and on the basis of any notice of shareholdings received, but not yet registered, by the company in the register of shareholders.
Deadline for notice of attendance
Pursuant to Article 12 of the Articles of Association, all shareholders who wish to attend the Extraordinary General Meeting must order admission cards, either 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 email: email@example.com), via the company’s website, www.neurosearch.com, or from NeuroSearch A/S, Strandvejen 60, DK-2900 Hellerup, no later than 10 September 2018.
Shareholders who are unable to attend the Extraordinary General Meeting may appoint the Board of Directors or to a third party as his/her proxy directly on www.neurosearch.com. A proxy form may also be printed from the website (www.neurosearch.com) or be requested from NeuroSearch A/S. Signed and dated proxies must be received by VP Investor Services A/S no later than 10 September 2018.
Vote by post
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. The form must be received by VP Investor Services A/S no later than 10 September 2018, at 11:59 p.m. Once a vote by post has been received by VP Investor Services A/S, the vote cannot be revoked by the shareholder.
As of today, the following documents are available on the company's website (www.neurosearch.com):
• The notice convening the Extraordinary General Meeting including the complete proposals.
• Forms for appointing a proxy or voting by post.
Allan Andersen, CEO, mobile phone +45 4016 3864.
NeuroSearch A/S (NEUR) is listed on Nasdaq Copenhagen A/S.
Candidates for the Board of Directors of NeuroSearch A/S
Danish citizen, born 1945
Position: CEO, AA Consult ApS and CEO, NeuroSearch A/S
Member of the Board of Directors since May 1989, chairman of the Board of Directors from January to November 2013.
Allan Andersen is not considered an independent Board member in accordance with the corporate governance recommendations as he has been a member of the Board of Directors for more than 12 years.
CEO of NeuroSearch A/S since 1 December 2013, Executive Director of AA Consult ApS, Executive Director of Allan Consulting EOOD, Executive Director of Provadia Cheese OOD and Executive Director of Jeravna Development EOOD.
Special competencies: Allan Andersen holds more than 30 years of broad experience from different company Boards and has extensive financial knowledge as well as shareholder experience from the biotech industry.
Danish citizen, born 1975
Position: Professional investor and Board member
Chairman of the Board of Directors of Nordic Transport Group Holding A/S, Nordic Transport Group A/S (and 3 subsidiaries), Blue Company Holding A/S and Blue City A/S. Member of the Board of Directors of Conferize A/S, Employment Care ApS, BWC ApS and Nebbegård Invest A/S (and 4 subsidiaries).
Executive Director of MM Invest af 30.10.2006 ApS, Myremalm ApS, MM af 28. april ApS, SKM Capital Holding ApS, AKM Capital Holding ApS and Nordsjælland Ejendomme ApS.
Special competencies: Morten Mathiesen is a professional investor and Board member. Morten Mathiesen has solid experience from the transport and shipping industry and since 2012 has played a central role in the development of NTG (Nordic Transport Group). Morten Mathiesen was for a number of years employed in A.P. Møller-Mærsk and is trained as an officer of the Danish Royal Life Guards. Further, he has through the years invested in, developed and sold a number of companies within different industries.
Mikkel Primdal Kæregaard
Danish citizen, born 1974
Position: Attorney and partner, Horten Advokatpartnerselskab
Chairman of the Board of Directors of Advokataktieselskabet Horten (and 2 subsidiaries), Dragsholm Slot P/S (and 2 datterselskaber), Restaurationsselskabet af 15. april 2011 K/S, Restaurationskomplementarselskabet af 15. april 2011 ApS, Komplementarselskabet af 11. maj 2011 ApS, Restaurationsselskabet af 26. januar 2012 K/S, Restaurationskomplementarselskabet af 26. januar 2012 ApS, Administrationsselskabet af 15. juni 2012 K/S, Administrationskomplementarselskabet af 15. juni 2012 ApS, Restaurationsselskabet af 20. maj 2016 K/S, Restaurationskomplementarselskabet af 20. maj 2016 ApS, Restaurationsselskabet af 1. november 2016 K/S, Restaurationskomplementarselskabet af 1. november 2016 ApS. Member of the Board of Directors of Geranium ApS and H-Biler A/S.
Special competencies: Mikkel Primdal Kæregaard is an attorney and partner at Horten, specialising in company law and mergers & acquisitions. Mikkel Primdal Kæregaard has through the years advised a long list of companies in connection with entry into strategic partnerships and completion of transactions of different kinds.