Notice of Annual General Meeting
Valby, Denmark, 23 February 2024 - Notice is hereby given of the annual general meeting of H. Lundbeck A/S to be held on:
Wednesday, 20 March 2024 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:
- Report of the Board of Directors on the Company’s activities during the past year.
- Presentation and adoption of the annual report.
- Resolution on the appropriation of profit or loss as recorded in the adopted annual report.
- Presentation of and advisory vote on the remuneration report.
- Election of members to the Board of Directors.
- Approval of remuneration for the Board of Directors for the current financial year.
- Election of one or two state-authorized public accountants.
- Any proposals by shareholders or the Board of Directors:
8.1 Proposal from the Board of Directors to authorize the Board of Directors to allow the Company to acquire treasury shares.
8.2 Proposal from the Board of Directors to adopt an updated indemnification scheme for the Board of Directors
8.2.1. Proposal from the Board of Directors to amend the Articles of Association to reflect the adoption of the updated indemnification scheme for the Board of Directors, cf item 8.2 of the agenda.
8.2.2. Proposal from the Board of Directors to adopt the amended Remuneration Policy for the Board of Directors and Executive Management in its full wording. The amended Remuneration Policy includes the proposed indemnification scheme for members of the Board of Directors of H. Lundbeck A/S, cf. item 8.2 of the agenda, as well as the Company’s possible indemnification of the Executive Management. Furthermore, minor editorial clarifications are proposed.
8.3 Shareholder Kjeld Beyer proposes that shareholders attending the general meeting in person shall not be treated less favourably than the staff employed at the headquarters regarding meals after the general meeting.
8.4 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.
- 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 2023, corresponding to DKK 0.70 per share, or a total dividend of DKK 697 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: https://www.lundbeck.com/global/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, Dorothea Wenzel, Santiago Arroyo and Jakob Riis. 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, 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, where the Lundbeck Foundation is a significant shareholder. 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 in 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. He also serves as member of the Board of Directors at Copenhagen University and at Gyldendal A/S. 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 in 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, Nordea Bank Abp and the Danish Committee on Foundation Governance.
Lars Erik Holmqvist
Lars Erik Holmqvist, MSc in business administration, was born in 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.
Jeffrey Berkowitz
Jeffrey Berkowitz, Juris Doctor and BA in Political Science, was born in 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 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 in 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 Board of Directors of Dentsply Sirona Inc. and member of the Supervisory Board (Chair of Audit Committee) at Servier Pharmaceuticals.
Santiago Arroyo
Dr. Santiago Arroyo, MD and PhD, was born in 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 Development Officer at Bicycle Therapeutics. Prior to this, Dr. Arroyo served as as Chief Medical Officer of Fulcrum Therapeutics. Before that he was Chief Medical Officer of Momenta Pharmaceuticals, 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.
Santiago Arroyo serves as a member of the Board of Directors at GlycoEra AG, Switzerland.
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 was first nominated for election to H. Lundbeck A/S’ the Board of Directors at the 2023 annual general meeting and is a member of the Scientific Committee.
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. In addition, Jakob Riis is a member of the Board of Directors of the Danish Chamber of Commerce, Falck Danmark A/S, and Medconnect A/S. Furthermore, Jakob Riis is currently CEO of Falck Danmark A/S, Falck A/S, and Adelca ApS.
Re agenda item 6:
It is proposed that the Board of Directors should receive the following remuneration for 2024 (unchanged from 2023):
- Ordinary members will receive a base fee of DKK 400,000.
- 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.
- The committee chairs will receive DKK 300,000 in addition to the base fee.
- 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.
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, which will for 2024 include the task of auditing the Company’s sustainability reporting. 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 adopt an updated indemnification scheme for the Board of Directors of H. Lundbeck A/S (the “Scheme”) on the terms and conditions set out below.
Background
In line with several other listed companies the Company has for many years established, and expects to continue to establish, directors’ and officers’ liability insurance policies to cover the liability that its directors and officers may incur in the discharge of their duties for the Company (such current and future insurance hereinafter referred to as “D&O Insurance”).
In 2021 the general meeting approved the existing indemnification scheme, which was introduced due to a general hardening of the D&O insurance market resulting in difficulties in taking out D&O insurance at an appropriate level and with appropriate coverage.
On 13 April 2023 the Danish Business Authority issued a statement on indemnification of board and management members in Danish limited liability companies. Following the statement, the Company has reviewed the existing scheme for indemnification of board members. To accommodate the statement from the Danish Business Authority, including to enhance the level of transparency in respect of the material terms and conditions applicable to the indemnification scheme, and to update the Company’s existing indemnification scheme the Board of Directors proposes that the annual general meeting adopts the updated Scheme, which will replace the current indemnification scheme introduced in 2021, on the basis of the following terms and conditions:
Basis and purpose
The Company aims to take out appropriate and customary D&O Insurance for its board members. In addition to the D&O Insurance, it may be necessary for the Company to offer additional coverage for potential management liability to ensure appropriate coverage and/or to attract and retain qualified board members, particularly individuals accustomed to common law liability regimes. Furthermore, the Company’s operations comprise certain activities, which may imply special and/or extended responsibilities and increased risk exposure for the board members, particularly in certain foreign jurisdictions. It is therefore considered in the best interest of the Company and its shareholders that board members are offered indemnification against claims raised by third parties supplemental to the Company’s D&O Insurance as further outlined below.
It has been duly considered if the Scheme would imply adverse effects for the Company and its shareholders. The Company has assessed that the alternative of increasing the D&O Insurance coverage would not be commercially viable, and thus not in the interest of the Company and its shareholders, and that the Scheme will not encourage board members to act differently and take higher risks than if the D&O Insurance coverage was increased.
Scope
Under the Scheme, the Company shall indemnify and hold harmless a board member, to the fullest extent permitted by applicable law, from and against any losses incurred by such board member arising out of any actual or potential claims, including any costs, expenses, fees, interests, and potential tax liabilities associated therewith, raised by any third party (other than Lundbeck group companies) against a board member based on such board member’s discharge of his/her duties as board member for the Company.
Indemnification of board members under the Scheme is not conditioned on coverage under the D&O Insurance but shall be secondary to coverage under the D&O Insurance, as applicable from time to time, and other indemnification sources. This means that the Company shall not provide indemnification under the Scheme before coverage under the D&O Insurance and indemnification available from any other source are exhausted. The Scheme may thus also provide coverage for losses, which are not covered wholly or partly under the D&O Insurance. A secondary coverage does not imply an obligation on the Company to exhaust any and all opportunities to relief board members from liability. Neither shall it prevent the Company from covering board members’ legal defence costs.
Covered individuals
The Scheme shall be for the sole benefit of the current and future board members and provide indemnification against claims raised by third parties against the board members in the discharge of their duties for the Company.
No third party shall be entitled to rely on or derive any benefits from the Scheme or have any recourse against the Lundbeck group companies (including the Company) on account of the Scheme.
Covered conduct
The Scheme shall apply to any losses incurred by a board member arising out of and/or based on such board member’s discharge of his/her duties as member of the board. Excluded from the Scheme are any losses incurred by a board member arising out of such board member’s fraud, sanctioned offences under applicable criminal law, wilful misconduct or, to the extent not indemnifiable under Danish law, gross negligence.
Term
The proposed Scheme shall apply from the date of adoption until and including the date of the Company’s annual general meeting in 2028 (or until amended or revoked by the general meeting). The general meeting may prolong the term of the Scheme.
Covered claims
The Scheme covers any losses as a result of claims or potential claims made against board members prior to the expiry of the term of the Scheme, regardless of whether the claims or potential claims arise out of or originate from facts or circumstances prior to the entry into force of the Scheme.
If the Scheme expires or is revoked by the general meeting without being replaced by a new or similar indemnification scheme, the Scheme will cover claims for indemnification made by board members arising out of or originating from facts or circumstances prior to the revocation or expiry of the term of the Scheme. Such claims for indemnification must be notified by a board member to the Company no later than 10 years after the expiry or revocation of the Scheme.
Terms and conditions
The Board of Directors may stipulate the procedural and administrative provisions, and any other necessary regulations governing the Scheme, including but not limited to, a reasonable cap, run-off period for board members resigning from the Board of Directors during the term of the Scheme, and administration and claim handling.
Indemnification of a board member’s losses under the Scheme shall be subject to such procedural and administrative provisions and other necessary regulations, as applicable from time to time. All claims for indemnification, including if the conduct of a Board Member is covered by the Scheme, shall be processed and decided in accordance with Danish law.
The Board of Directors may implement an indemnification scheme for the executive management team and/or other directors and officers in the Lundbeck group of companies on similar or other terms than the Scheme.
8.2.1 To provide transparency in respect of the indemnification Scheme proposed adopted under agenda item 8.2, the Board of Directors proposes that the general meeting adopts the following wording as a new article 5.6 in the Company’s articles of association:
“The Company’s general meeting has adopted a scheme for indemnification of current and former members of the Board of Directors in respect of losses (including any costs, expenses and potential tax liabilities associated therewith) incurred by such persons arising out of the discharge of their duties as directors of the Company.”
A draft of the amended Articles of Association will be made available on the Company’s website on 23 February 2024.
8.2.2 The Board of Directors proposes to adopt the amended Remuneration Policy for the Board of Directors and the Executive Management of H. Lundbeck A/S in its full wording. The amended Remuneration Policy includes the proposed indemnification scheme for members of the Board of Directors of H. Lundbeck A/S, cf. item 8.2 of the agenda, as well as the Company’s possible indemnification of the Executive Management. Furthermore, minor editorial clarifications are proposed.
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 made available on the Company’s website no later than 23 February 2024.
8.3 Shareholder Kjeld Beyer proposes that shareholders attending the general meeting in person shall not be treated less favourably than the staff employed at the headquarters regarding meals after the general meeting.
The Board of Directors does not support this proposal.
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.
The adoption of item 8.2.1 requires that the proposal be adopted by at least 2/3 of the votes cast and of by at least 2/3 of the share capital represented at the general meeting. All other 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, 13 March 2024, 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 15 March 2024 online through the investor portal, Investor Portal, or by returning the admission card request form to Computershare A/S, Lottenborgvej 26 D, 1. sal, DK-2800 Kgs. Lyngby, tel. +45 4546 0997.
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 [email protected] 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 15 March 2024. 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, General meeting (lundbeck.com). Proxies may also be appointed electronically via the investor portal, Investor Portal, on or before 15 March 2024 (please use custody account number and access code or the Danish MitID).
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 19 March 2024 at 12 noon CET. A postal voting form is available on the Company’s website, General meeting (lundbeck.com), where votes may also be cast electronically via the investor portal, https://www.lundbeck.com/global/investors.
Documents available on Lundbeck.com
The following information and documents will be made available on the Company’s website, General meeting (lundbeck.com) no later than 23 February 2024: 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, the proposed amended Articles of Association, 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, 23 February 2024
The Board of Directors
H. Lundbeck A/S
Lundbeck contacts
| Investors: | Media: |
| Palle Holm Olesen | Thomas Mikkel Mortensen |
| Vice President, Investor Relations | Media Relations Lead, Corporate Communication |
| [email protected] | [email protected] |
| +45 30 83 24 26 | +45 30 83 30 24 |
| Sophia Nørskov Bech | |
| Senior Manager, Investor Relations | |
| [email protected] | |
| +45 30 83 24 60 |
About H. Lundbeck A/S
Lundbeck is a biopharmaceutical company focused exclusively on neuroscience, with more than 70 years of experience in improving the lives of people with neurological and psychiatric diseases. As a focused innovator, we strive for our research and development programs to tackle some of the most complex challenges. We develop transformative medicines targeting people for whom there are few, if any, treatment options. Our goal is to create long term value and make a positive contribution to people and societies, everywhere we operate. We are committed to fighting stigma and discrimination, and we act to improve health equity for the people we
serve and the communities we are part of.
For additional information, we encourage you to visit our corporate site www.lundbeck.com and connect with us 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.
