5a
Authorization to increase the A and B share capital
5a.1
The Board of Directors is authorized to increase the share capital in one or more issues in the period until December 12, 2010 by the issue of new shares having a nominal value of up to DKK 30,385,080, equivalent to A shares having a nominal value of up to DKK 2,762,280 and B shares having a nominal value of up to DKK 27,622,800. On any increase of the share capital, the ratio between the two share classes shall remain unchanged, and A shares and B shares shall be offered at the same price. The share capital may be increased for cash or other consideration.
For shares issued at market price, the Board of Directors may decide that they shall be offered without pre-emption rights to the B shareholders, including that the new shares may only be subscribed by one or more specific investors, by way of a specific creditor’s swap of debt, or as full or partial consideration for the acquisition of an operation or specific assets. However, the Board of Directors shall not have the power to direct that the capital increase can only be subscribed by one or more specific investors for cash consideration. If the shares are offered at market price, the price of both the A shares and the B shares shall be the market price of the Company’s B shares.
5a.2
A shares subscribed and issued pursuant to article 5a.1 above shall be designated AA shares and shall, like the A shares, be non-negotiable instruments, which shall be issued to bearer and be registered in the name of the holder in the Company’s register of shareholders. The B shares subscribed and issued under article 5a.1 above shall be negotiable instruments and shall be issued to bearer, but may be registered in the name of the holder. No restrictions apply to the transferability of the new shares, see article 5.4 above.
With the exception of the provision set out in article 5a.5, the AA shares shall have the same rights and obligations as the existing A shares. If the authorization under article 5a.1 is utilized for several issues of shares, the A shareholders and the AA shareholders shall have joint pre-emption rights to the AA shares offered, and the pre-emption rights shall be exercised in proportion to each shareholder’s nominal holding of A shares and AA shares.
5a.3
The Board of Directors is authorized to amend the Articles of Association as a result of any capital increases made in pursuance of article 5a.1 above.
5a.4
For future capital increases which are not subject to the authorization given to the Board of Directors under article 5a.1, the share capital of the Company may be increased by offering A shares, AA shares and B shares at the ratio then existing between the three share classes. A shareholders shall have pre-emption rights to new A shares, AA shareholders shall have pre-emption rights to new AA shares, and B shareholders shall have pre-emption rights to new B shares. The pre-emption rights shall be exercised pro rata in proportion to the nominal shareholding of each shareholder.
5a.5
In the event that one or more AA shares are transferred by agreement to be held by individuals or legal entities other than the Lundbeck Foundation or companies which are group affiliated with the Lundbeck Foundation, cf. the definition of groups in section 2 of the Danish Public Companies Act, or in the event that a company which holds AA shares is no longer group affiliated with the Lundbeck Foundation, such AA shares shall be transferred to the B share capital in the same nominal amount as the AA shares until then. The Board of Directors shall convene an extraordinary general meeting as soon as possible after such a situation has arisen, at which the Board of Directors shall propose that the AA share capital be reduced by the AA shares transferred against an equivalent increase of the B share capital by new B shares. The capital reduction and capital increase shall be made at the same price per share. Notwithstanding articles 5.6 and 5a.4 above, the new B shares shall only be subscribed by the transferee of the AA shares transferred, or by the company which was previously group affiliated with the Lundbeck Foundation.
5b
Authorization to issue warrants and concurrently increase the share capital
5b.1
The Board of Directors is authorized to make one or more issues of warrants to executives and senior managers of the Company, and other companies which are either controlled by the Company or associated companies to subscribe up to DKK 2,800,000 nominal value of B share capital in the Company, equivalent to 280,000 B shares of DKK 10 nominal value each.
The authorization shall be in force until December 12, 2010 and may be extended for one or more periods of one to five years at a time. The shareholders of the Company shall have no pre-emption rights to any warrants so issued. The specific terms and conditions for the grant of warrants shall be laid down by the Board of Directors.
5b.2
The Board of Directors shall be authorized to increase the B share capital by one or more issues of shares up to DKK 2,800,000 nominal value or 280,000 B shares of DKK 10 nominal value each for cash payment in connection with the exercise of warrants issued under article 5b.1 above.
The authorization shall be in force until December 12, 2010 and may be extended for one or more periods of one to five years at a time. The shareholders of the Company shall have no pre-emption rights to the B shares issued under this provision. The Board of Directors shall lay down the specific terms and conditions governing the capital increase.
On each capital increase under this authorization, the ratio between A shares and AA shares, on the one hand, and B shares, on the other hand, shall be retained. The Board of Directors is therefore authorized to pass resolutions to increase the share capital by one or more issues of new shares up to DKK 280,000 nominal value of AA share capital, equivalent to 28,000 AA shares of DKK 10 each for cash payment in connection with the Board of Directors’ resolution to issue new B shares under this provision. The price of the new AA shares shall be the market price of the B shares on the date of subscription. The existing A shareholders and AA shareholders shall have joint rights of pre-emption to the new AA shares that are issued, exercisable pro rata in proportion to each shareholder’s nominal holding of A shares or AA shares.
5b.3
The new B shares subscribed by holders of warrants under article 5b.2 shall be negotiable instruments and shall be issued to bearer but may be registered in the name of the holder, cf. article 5.3 above. The new AA shares to be issued to existing A shareholders and AA shareholders under article 5b.2 shall be non-negotiable instruments and shall be issued to named holders and be registered in the register of shareholders of the Company. Reference is made to articles 5a.2, 5a.4 and 5a.5 above with regard to the rights and obligations applicable to the new AA shares.
5b.4
The Board of Directors is authorized to amend the Articles of Association as a result of the issue of warrants under article 5b.1 and capital increases under article 5b.2, above.
5c
Authorization to distribute extraordinary dividends
5c.1
The Board of Directors is authorized to resolve to distribute extraordinary dividends if the Company’s financial situation warrants such distribution.
Authority to the Board of Directors to buy treasury shares granted by the AGM held on March 27, 2009
The Board of Directors was authorized for the period until the next annual general meeting to let the company acquire own B shares with a nominal value of up to 10% of the B share capital at the market price on the date of acquisition, subject to a deviation of up to 10%.