Notice convening Extraordinary General Meeting in NeuroSearch A/S

Announcement
26.01.2012


In accordance with Article 9 of the Articles of Association, notice is hereby
given of Extraordinary General Meeting of NeuroSearch A/S to be held on


Monday, 20 February 2012 at 4 p.m. local time


at the offices of Kromann Reumert, Sundkrogsgade 5, DK-2100 Copenhagen Ø,
Denmark, with the following agenda:


1. Proposal to reduce the company's share capital by DKK 466,524,993 from DKK
491,078,940 to DKK 24,553,947 by transfer to a special reserve and
reduction of the nominal value of the company's shares from DKK 1 to DKK
0.05, and to amend Articles 3 and 13 of the Articles of Association
accordingly
2. Proposal to amend Articles 4, 4d, 4e, 4f and 4g of the Articles of
Association as a consequence of the proposal under item 1 to reduce the
nominal value of the company's shares from DKK 1 to DKK 0.05


Motivation for the proposal
The company’s shares are currently listed with a nominal value of DKK 20 each.
Given that the NeuroSearch share is currently trading below its listed nominal
value and that the Danish Companies Act prohibits issuance of new shares below
their nominal value, the Board of Directors proposes to reduce the share
capital of NeuroSearch to maintain the financial flexibility of the company. An
adoption of the proposal will enable the company to issue new shares if
relevant and provided that authorisation from the shareholders is in place. The
reduction of the share capital will neither dilute any existing shareholding
nor have any impact on the number of shares owned by each shareholder.

If the general meeting adopts the items on the agenda, notice must be given to
the company's creditors, requesting them to file their claims against the
company within four weeks. Such notice will be given through the Danish
Business Authority's IT system. A decrease of the company's share capital will
not be finally implemented until after the expiry of the above-mentioned four
week time limit.

Special voting requirements
Adoption by the general meeting of the proposals in items 1 and 2 on the agenda
requires a majority of votes of at least two-thirds of the votes cast as well
as of the voting share capital represented at the general meeting, see Article
14 of the Articles of Association.

Registration date
A shareholder’s right to participate in the general meeting and the number of
shares carrying votes, is determined on the basis of the number of shares held
by such shareholder on Monday 13 February 2012 (the registration date). The
shares held by each shareholder are determined at the registration date on the
basis of the shareholdings registered in the share register and in accordance
with any notices on shareholding received by the company, but not yet
registered in the share register.

Deadline for notice of attendance
Pursuant to Article 13 of the Articles of Association, all shareholders who
wish to attend the general meeting must order admission cards via the company's
website (www.neurosearch.com), from NeuroSearch A/S, Pederstrupvej 93, DK-2750
Ballerup (telephone: +45 4460 8000 or e-mail: ns@neurosearch.dk) or from VP
Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S
(telephone: +45 4358 8866 or +45 43588893 or website www.vp.dk) no later than
Thursday 16 February 2012.

Proxy
Shareholders who are unable to attend the 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 Thursday 16 February 2012.

Postal vote
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 Thursday 16 February 2012.

Share capital and voting rights
The company’s share capital is DKK 491,078,940, divided into 24,553,947 shares
of DKK 20 each. Each share amount of DKK 1 carries one vote, see Article 13 of
the Articles of Association.

Relevant information
As of today the following information is available for the shareholders at the
company’s website (www.neurosearch.com):

1. Notice convening the general meeting
2. The total number of shares and voting rights as at the date of the notice
3. The documents to be submitted to the general meeting
4. The agenda and the full text of the proposals
5. The forms to be used for voting by proxy and by post

Right to ask questions
At the Extraordinary General Meeting, the management will answer questions from
the shareholders on matters of relevance to the company’s position and other
questions to be addressed at the general meeting.


The Board of Directors



Contact person
René Schneider, EVP & CFO, telephone: +45 4460 8700 or +45 2911 2097.


About NeuroSearch
NeuroSearch A/S (NEUR) is a European-based biopharmaceutical company listed on
NASDAQ OMX Copenhagen A/S and specialising in central nervous system (CNS)
disorders. The vision is to develop NeuroSearch into a profitable specialty
pharmaceutical company. The strategy is to complete the development and
subsequently to market Huntexil®, a unique drug in clinical Phase III for the
treatment of the motor symptoms of Huntington’s disease.
As a consequence of the restructuring of NeuroSearch that was announced 27
September 2011, the company also has a portfolio of assets for outlicensing or
divestment.