H. Lundbeck A — AGM Information 2016

Mar 8, 2016

Valby, Denmark, 2016-03-08 08:55 CET (GLOBE NEWSWIRE) -- Valby, Denmark, 8
March 2016 - Notice is hereby given of the annual general meeting of H.
Lundbeck A/S to be held on:

         Thursday 31 March 2016 at 10.00 am

           The general meeting will be held at the offices of the Company

at:

                         H. Lundbeck A/S, Ottiliavej 9, DK-2500 Valby

In accordance with Article 8.1 of the Articles of Association, the agenda of
the meeting is as follows:

1. Report of the Board of Directors on the Company's activities during the
   past year.
2. Presentation and approval of the annual report.
3. Resolution on the appropriation of profit or loss as recorded in the
   adopted annual report.
4. Election of members to the Board of Directors.
5. Approval of remuneration for the Board of Directors for the current
   financial year.
6. Election of one or two state-authorised public accountants.
7. Any proposals by shareholders or the Board of Directors.

7.1 Proposal from the Board of Directors to adopt the amended
Remuneration Guidelines for the Board of Directors and the Executive Management
of H. Lundbeck A/S.

7.2 Proposal from the Board of Directors to authorise the Board of
Directors to allow the Company to acquire own shares.

7.3 Proposal from the Board of Directors to authorise the Chairman of
the meeting to file for registration of the resolutions passed at the general
meeting with the Danish Business Authority.

1. Any other business.

Complete proposals

Re agenda item 1:

The Board of Directors recommends that the report be adopted.

Re agenda item 2:

It is proposed that the annual report be approved.

Re agenda item 3:

The Board of Directors proposes not to distribute any dividends for the
accounting year 2015.

Re agenda item 4:

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 Lundbeck'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: www.lundbeck.com /
About Us / Corporate Governance.

Members of the Board of Directors elected by the 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 general meeting should be
re-elected: Lars Rasmussen, Lene Skole, Terrie Curran, Lars Holmqvist and
Jesper Ovesen. Håkan Björklund does not wish to stand for re-election. The
Board of Directors expects to elect Lars Rasmussen as Chairman and elect Lene
Skole as Deputy Chairman.

The Board of Directors assesses that the candidates together 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 taking into account
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 general meeting should be independent of
the company. Lars Rasmussen, Terrie Curran and Jesper Ovesen meet the criteria
for independence. Lene Skole and Lars Holmqvist are considered to be
non-independent board members due to their responsibilities in the Lundbeck
Foundation. 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 proposed board candidates have the following backgrounds:

Lars Rasmussen

Lars Rasmussen, BSc Engineering and MBA, was born on 31 March 1959 and is a
Danish citizen. He was nominated for election to Lundbeck's Board of Directors
at the 2013 annual general meeting and is a member of Lundbeck's Audit
Committee.

Lars Rasmussen has considerable management experience in global med-tech. Lars
Rasmussen was appointed as CEO of Coloplast A/S in 2008 and has been member of
the company's Executive Management since 2001. In this period, he has been
responsible for various functions in the group, including global sales,
innovation and production. He has performed these duties from both Denmark and
the USA.

Lars Rasmussen's special qualifications for serving on Lundbeck's Board of
Directors include his top management experience and knowledge of efficiency
improvements and internationalisation.

Lars Rasmussen is member of the board of directors of Axcel Industriinvestor
A/S.

Lene Skole

Lene Skole, BCom Finance, was born on 28 April 1959 and is a Danish citizen.
She was nominated for election to Lundbeck’s Board of Directors at the 2014
annual general meeting. She is member of Lundbeck's Remuneration Committee and
the Scientific Committee.

Lene Skole is CEO at the Lundbeck Foundation. Prior to joining the Lundbeck
Foundation in 2014, Lene Skole was CFO at Coloplast A/S where she was a member
of the company’s executive management since joining in 2005. Lene Skole’s
responsibilities included finance, IT, HR, communication, strategy and M&A.
Before 2005, Lene Skole held various positions in the AP Moller-Maersk group
most recently as CFO of Maersk Company Ltd., London from 2000-2005.

Lene Skole’s special qualifications for serving on Lundbeck’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 is vice chairman of the board of directors of DONG Energy A/S, Falck
A/S, ALK-Abelló A/S, and member of the board of directors of Tryg A/S and Tryg
Forsikring A/S.

Terrie Curran

Terrie Curran, BSc Applied Sciences and Graduate Diploma of Marketing, was born
on 3 March 1969 and is an Australian citizen. She was nominated for election to
Lundbeck’s Board of Directors at the 2014 annual general meeting. She is member
of Lundbeck's Remuneration Committee.

Terrie Curran has comprehensive experience from the pharmaceutical industry
from her executive roles with, inter alia, Merck and Celgene with
responsibilities in sales, marketing and market access as well as licensing,
alliance management, pipeline and portfolio management. She has held global
commercial and marketing leadership roles and has since 2013 been appointed
Corporate Vice President USA with Celgene Pharmaceuticals.

Terrie Curran’s special qualifications for serving on Lundbeck’s Board of
Directors include strong global commercial experience and knowledge, including
the US market. Her knowledge serves her as a discussion partner for the board
and executive management when it comes to commercialization and market access
considerations.

Lars Holmqvist

Lars Holmqvist, MSc in business administration, was born on 4 September 1959
and is a Swedish citizen. He was nominated for election to Lundbeck’s Board of
Directors at the 2015 annual general meeting and is a member of the Audit
Committee.

Lars Holmqvist is senior advisor within healthcare at Bain Capital. 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 and Agilent Technologies.

Lars Holmqvist’s special qualifications for serving on Lundbeck`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 Holmqvist is member of the board of directors of the Lundbeck Foundation,
ALK-Abelló A/S, Tecan AG and BPL Ltd.

Jesper Ovesen

Jesper Ovesen, MSc in finance and state authorized public accountant, was born
on 20 March 1957 and is a Danish citizen. He was nominated for election to
Lundbeck’s Board of Directors at the 2015 annual general meeting and chairs the
Audit Committee.

Jesper Ovesen most recently held the position of executive chairman of the
board of directors of Nokia Siemens Networks BV. Prior to this, he served as
CFO in TDC A/S, Lego A/S and Danske Bank A/S, and finance director at Novo
Nordisk A/S.

Jesper Ovesen’s special qualifications for serving on Lundbeck’s Board of
Directors include his international management experience and his expertise in
finance, accounting and international capital markets.

Jesper Ovesen is vice chairman of the board of directors of Scandinaviska
Enskilda Banken AB and member of the board of directors of Sunrise
Communications AG.

Re agenda item 5:

It is proposed that the remuneration for the Board of Directors for the current
financial year should be the same as in 2015:

• Ordinary members will receive a basic remuneration of DKK 300,000

• The Chairman will receive three times the basic remuneration

• The Deputy Chairman will receive two times the basic remuneration

• Ordinary members of the Board Committees will receive DKK 200,000 in
  addition to the basic remuneration

• The committee chairmen will receive DKK 300,000 in addition to the basic
  remuneration

Re agenda item 6:

The Board of Directors proposes that Deloitte Statsautoriseret
Revisionspartnerselskab should be re-elected.

Re agenda item 7:

7.1 The Board of Directors proposes to adopt the amended Remuneration
Guidelines for the Board of Directors and the Executive Management of H.
Lundbeck A/S. In 2015 the annual general meeting adopted the current
Remuneration Guidelines for the Board of Directors and the Executive
Management. In addition to a number of – primarily linguistic adjustments, the
Board of Directors proposes the following changes to the Remuneration
Guidelines:

--

Amendment of the long term incentive program for the Executive Management
to the effect that the Board of Directors will each year decide whether or
not to establish a long term incentive program for the Executive Management
for the coming year. The value of the program, and thereby the possible
maximum allocation for each member of the Executive Management, will be
calculated on the basis of Lundbeck’s average share price in the first 10
banking days after publication of Lundbeck’s annual report for the year
prior to the calendar year where the decision to establish a long term
incentive program is adopted by the Board of Directors. Any changes in the
share price between the time of calculation of the value and the time of
grant of the long term incentives will not affect the possible maximum
allocation, which is 8 months’ of base salary for the CEO and 6 months’ of
base salary for other members of the Executive Management.

--

Possibility of granting the present CEO access to participate in the 2014
Warrant Program on equal terms as the former CEO, which is no longer part
of the program. This implies among other things that the warrants will vest
in 2017, that the strike course and expiration date will be similar to
those that apply for the existing Warrant Program 2014 and that the CEO
will receive the warrants free of charge. The CEO will not participate in
the annual long term incentive program for 2016.

The complete wording of the updated Remuneration Guidelines for the Board of
Directors and the Executive Management of H. Lundbeck A/S will be made
available on the Company's website on 8 March 2016.

7.2 It is proposed to authorise the Board of Directors until the next annual
general meeting to allow the Company to acquire own shares of a total nominal
value of up to 10% of the share capital in accordance with applicable law. 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.

7.3 The Board of Directors proposes to authorise the Chairman of the general
meeting to make such amendments and additions to the resolutions passed by the
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.

All proposals on the agenda may be adopted by a simple majority of votes.

Valby, 8 March 2016

The Board of Directors

H. Lundbeck A/S

Lundbeck contacts

Investors: Media:

Palle Holm Olesen Mads Kronborg
Vice President, Investor Relations Senior Director, Corp. Communication
palo@lundbeck.com mavk@lundbeck.com
+45 30 83 24 26 +45 36 43 30 00

About Lundbeck

H. Lundbeck A/S (LUN.CO, LUN DC, HLUYY) is a global pharmaceutical company
specialized in psychiatric and neurological disorders. For more than 70 years,
we have been at the forefront of research within neuroscience. Our key areas of
focus are depression, schizophrenia, Parkinson's disease and Alzheimer's
disease.

An estimated 700 million people worldwide are living with psychiatric and
neurological disorders and far too many suffer due to inadequate treatment,
discrimination, a reduced number of working days, early retirement and other
unnecessary consequences. Every day, we strive for improved treatment and a
better life for people living with psychiatric and neurological disorders – we
call this Progress in Mind.

Our approximately 5,300 employees in 55 countries are engaged in the entire
value chain throughout research, development, manufacturing, marketing and
sales. Our pipeline consists of several late-stage development programmes and
our products are available in more than 100 countries. We have research centres
in China and Denmark and production facilities in China, Denmark, France and
Italy. Lundbeck generated revenue of DKK 14.6 billion in 2015 (EUR 2 billion;
USD 2.2 billion).

For additional information, we encourage you to visit our corporate site
www.lundbeck.com and connect with us on Twitter at @Lundbeck.

Safe Harbor/Forward-Looking Statements

The above information contains forward-looking statements that provide our
expectations or forecasts of future events such as new product introductions,
product approvals and financial performance.

Such forward-looking statements are subject to risks, uncertainties and
inaccurate assumptions. This may cause actual results to differ materially from
expectations and it may cause any or all of our forward-looking statements here
or in other publications to be wrong. Factors that may affect future results
include interest rate and currency exchange rate fluctuations, delay or failure
of development projects, production 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.

Certain assumptions made by Lundbeck are required by Danish Securities Law for
full disclosure of material corporate information. Some assumptions, including
assumptions relating to sales associated with product that is prescribed for
unapproved uses, are made taking into account past performances of other
similar drugs for similar disease states or past performance of the same drug
in other regions where the product is currently marketed. It is important to
note that although physicians may, as part of their freedom to practice
medicine in the US, prescribe approved drugs for any use they deem appropriate,
including unapproved uses, at Lundbeck, promotion of unapproved uses is
strictly prohibited.