NTG Nordic Transport Group — Proxy Solicitation & Information Statement 2017

Feb 27, 2017

Company announcement

27 February 2017

Pursuant to Articles 8 and 9 of the Articles of Association, notice is hereby
given of the Annual General Meeting to be held on

                    Tuesday, 21 March 2017 at 4.00 pm

at Kromann Reumert, Sundkrogsgade 5, DK-2100 Copenhagen OE 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 2016

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 14 of the Articles of Association, all members of the Board
of Directors are up for election. The Board of Directors proposes that all
members of the Board of Directors be re-elected.

Information about the candidates are included in this notice and can also be
found on the company's website (www.neurosearch.com).

1. Election of auditor(s)

Pursuant to Article 18 of the Articles of Association, the auditor elected by
the general meeting is up for election. It is proposed by the Board of
Directors to re-elect PricewaterhouseCoopers in accordance with the Audit
Committee’s (equalling the Board of Directors) recommendation. The Audit
Committee has not been influenced by a third party and no clause of a contract
entered into with a third party has been imposed upon it, which restricts the
general meeting’s choice of certain auditors or audit firms.

1. Proposal by the Board of Directors or shareholders

6.1. The Board of Directors proposes to amend the company's remuneration policy

The Board of Directors proposes to amend the company's remuneration policy
regarding members of the Board of Directors to the following:

"The ordinary members of the Board of Directors receive a fixed base fee as
consideration for their Board duties. The Chairman of the Board of Directors
receives a fixed fee equaling two times the base fee received by the ordinary
Board members. In addition, the Board members may receive a fixed fee for their
work on committees established by the Board of Directors and the Board members
may receive separate fees for completion of specific projects, e.g. a sale of
the company or material assets. 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. Each year the general meeting approves the fees to the Board of
Directors."

6.2. The Board of Directors proposes to approve the remuneration of the Board
of Directors

The Board of Directors proposes that members of the Board of Directors for 2016
are remunerated with a base fee of DKK 250,000. However, the Chairman is
remunerated with a fee of DKK 500,000. The base fee for the first quarter in
2017 is set at DKK 62,500 and DKK 125,000 to the Chairman. For the period 1
April 2017 to 31 December 2017 the base fee of the Board of Directors is
reduced to 50% of the proportionate fee for 2016, i.e. DKK 125,000 per year for
Board members and DKK 250,000 for the Chairman. The base fee is paid monthly in
arrears as usual. If prior to the Annual General Meeting in 2018 a take-over
offer is made for the company's shares in accordance with section 31 of the
Danish Securities Trading Act, the entire Board shall receive a fee of DKK
500,000 to be divided equally between the board members.

1. Any other business

Requirements for adoption
Adoption by the general meeting of items 1-6 of the agenda requires simple
majority, cf. Article 13(1) of the Articles of Association.

Share capital and voting rights
The share capital of NeuroSearch A/S is nominally 24,553,947 distributed on
24,553,947 shares of DKK 1. Each share of DKK 1 carries 20 votes.

Registration date
A shareholder’s right to participate in the Annual General Meeting and to cast
votes is determined in accordance with the number of shares held by such
shareholder on Tuesday, 14 March 2017 (the registration date). The shares held
by each shareholder are determined on the registration date on the basis of the
shareholdings registered in the share register and in accordance with any
notices on shareholdings received, but not yet registered, by the company in
the share register.

Admission card
Pursuant to Article 12 of the Articles of Association, all shareholders who
wish to attend the Annual General Meeting must order admission cards via the
company’s website, www.neurosearch.com, from NeuroSearch A/S, Strandvejen 60,
DK-2900 Hellerup, Ms Anita Milland (telephone: +45 4460 8000 or email:
ns@neurosearch.com) 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
email: vpinvestor@vp.dk) no later than Friday, 17 March 2017.

Proxy
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.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 Friday, 17
March 2017.

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. Signed and dated vote by post must be received by VP Investor
Services A/S no later than Friday, 17 March 2017, 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.

Documents
As of today the following documents are available at the company's website
(www.neurosearch.com):

• The notice convening the Annual General Meeting including the complete
proposals

• The documents to be presented at the Annual General Meeting, including
the latest audited annual report

• Forms for authorising a 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.

Contact person:

Allan Andersen, CEO, +45 4016 3864

About NeuroSearch

NeuroSearch A/S (NEUR) is listed on Nasdaq Copenhagen A/S.

Candidates for the Board of Directors of NeuroSearch A/S

Karin Garre
Danish citizen, born 1957
Position: Executive Head, Psychiatric Center of Copenhagen

Member of the Board of Directors since December 2013 and Chairman of the Board
of Directors since December 2013.

Special competencies: Karin Garre is a Medical Doctor and has more than 20
years of wide executive experience from the pharmaceutical industry and she has
non-executive experience from, inter alia, StemCare A/S and LTC A/S. Karin
Garre has previously held positions as Chief Development Officer and Executive
Vice President in NeuroSearch A/S.

Allan Andersen
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.

Christian Lundgren
Danish citizen, born 1966.
Position: Attorney-at-law and Partner at the law firm Kromann Reumert.

Member of the Board of Directors since January 2013.

Christian Lundgren is not considered an independent Board member in accordance
with the corporate governance recommendations as he and Kromann Reumert are
regularly engaged as the Company's lawyer.

Member of the Board of Directors of Det Nissenske Familiefond.

Special competencies: Christian Lundgren holds many years of experience within
counselling, restructuring and other transactions relating to listed companies
and has intensive knowledge of the biotech business.

Remuneration policy for the Board of Directors and Executive Management
(proposed amendments)

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 Business Authority.

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 Board of Directors

The ordinary members of the Board of Directors receive a fixed base fee as
consideration for their Board duties. The Chairman of the Board of Directors
receives a fixed fee equalling double the base fee received by the ordinary
Board members. In addition, the Board members may receive a fixed fee for their
work on committees established by the Board of Directors and the Board members
may receive separate fees for completion of specific projects, e.g. a sale of
the company or material assets.

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.

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

3 Executive Management

3.1 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.

3.2 Incentive pay

To create alignment of interests between the Executive Management and the
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 only consist of warrants and
non-share-based bonus agreements, which may be continuous, one-off and
event-based.

3.2.2 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.

3.2.3 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.

1. 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.