Pursuant to Article 10 of the Articles of Association, notice is hereby given
of the Extraordinary General Meeting of NeuroSearch A/S to be held on

Monday, 7 September 2009 at 9.00 am

at the offices of Kromann Reumert, Sundkrogsgade 5, DK-2100 Copenhagen Ø.


The agenda of the meeting is as follows:

1. Authorisation to the Board of Directors to issue new shares

The Board of Directors proposes that Article 5 of the Articles of Association
is replaced by the following new Article 5 authorising the Board of Directors
to increase the company's share capital:

"During the period ending on 1 September 2014, the Board of Directors is
authorised to increase the company's share capital in one or more issues of a
total nominal sum of up to DKK 170,000,000 (8,500,000 shares of DKK 20).

The share capital may be increased by cash payment or by other means.

If the share capital is increased by cash payment at a subscription price lower
than the value of the shares, the existing shareholders are entitled to a right
of pre-emption in respect of the amount of the capital increase in proportion
to their shareholdings.

If the share capital is increased by cash payment otherwise than specified in
Article 5(3), above, or is increased by other means, including by debt
conversion or in payment of a contribution of assets other than cash, the
company's existing shareholders shall not be entitled to any right of
pre-emption. If the share capital is increased by other means than cash, the
provision of section 33 of the Danish Companies Act (aktieselskabsloven) shall
apply, and the subscription price or the value of the shares issued shall be
fixed by the Board of Directors subject to the mandatory provisions of the Act,
including sections 79 and 80 thereof.

All terms and conditions governing the subscription for shares shall be
stipulated by the Board of Directors.

The new shares shall be negotiable instruments and shall be issued to bearer
but the shares may be registered in the names of the holders in the company's
register of shareholders. No restrictions shall apply to the transferability of
the new shares, and no shareholder shall be required to have his shares
redeemed in whole or in part. The shares shall carry the right to dividend as
from the date fixed by the Board of Directors but no later than from the first
financial year following the capital increase."
 
2. Election of new Board member

NeuroSearch's Board of Directors has decided to recommend Ian Talmage, Senior
Vice President and Head of Therapeutic Area Thrombosis for Bayer Schering
Pharma, as a new member of the Board of Directors. Ian Talmage is accountable
for setting the overall strategy behind the global launch of Bayer Schering
Pharma's drug, Xarelto®, including the preparation and implementation of the
full marketing strategy for the product. During the past 25 years, Mr. Talmage
has held a number of leading commercial positions in the pharmaceutical
industry, including a position as Head of Global Marketing at Novartis. He
holds no other positions with Danish companies.

The Board of Directors proposes that Ian Talmage be elected as Board member.
The Board of Directors proposes that Ian Talmage's position as a Board member
shall take effect immediately as present Board member Gerard Van Odijk has
announced that he wishes to retire at the Extraordinary General Meeting.

3. Any other business

Pursuant to Article 16 of the Articles of Association, the proposed resolution
under item 1 requires a majority of votes of at least two-thirds of the votes
cast as well as the voting share capital represented at the Extraordinary
General Meeting, and also that at least 50% of the share capital shall be
represented at the Extraordinary General Meeting. If less than 50% of the share
capital is represented at the General Meeting but the resolution is adopted by
at least two-thirds of the votes cast as well as the voting share capital
represented at the General Meeting, the resolution may be adopted by at least
two-thirds of the votes cast as well as the voting share capital represented at
the General Meeting at a new Extraordinary General Meeting convened within 14
days after the date of the previous Extraordinary General Meeting.

The share capital of NeuroSearch A/S is nominally DKK 344,756,600 (17,237,830
shares of DKK 20). Each share of DKK 1 carries one vote.

Pursuant to Article 11 of the Articles of Association, all shareholders who
wish to attend the Extraordinary General Meeting must order admission cards
either via the company's homepage www.neurosearch.com by entering their VP
account number, from NeuroSearch A/S, Pederstrupvej 93, DK-2750 Ballerup
(telephone: +45 4460 8000, fax: +45 4460 8080 or e-mail: [email protected]) or
from I-NVESTOR DANMARK A/S, Kongevejen 418, DK-2840 Holte (telefax: +45 4546
0998) no later than Wednesday 2 September 2009. All shareholders not registered
in the company's register of shareholders who wish to attend the Extraordinary
General Meeting must establish good title to their shares by presentation of
documentation from their financial institute, such documentation not to have
been issued more than 14 days before the General Meeting. The shareholders must
also issue a statement in writing to the effect that their shares have not been
and will not be transferred to any third party before the General Meeting.

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 by
entering their VP account number and personal code. Alternatively, the proxy
form may be printed from the website or be requested from NeuroSearch A/S.
Signed and dated proxies must be received by I-NVESTOR DANMARK A/S no later
than Wednesday 2 September 2009.


On behalf of the Board of Directors

Thomas Hofman-Bang
Chairman 


Contact persons:

Flemming Pedersen, CEO, telephone: +45 4460 8214 or +45 2148 0118

Hanne Leth Hillman, Vice President, Director of Investor & Capital Market
Relations, telephone: +45 4460 8212 or +45 4017 5103


About NeuroSearch
NeuroSearch (NEUR) is a Scandinavian biopharmaceutical company listed on NASDAQ
OMX Copenhagen. The core business of the company covers the development of
novel pharmaceutical agents, based on a broad and well-established drug
discovery platform focusing on ion channels and central nervous system (CNS)
disorders. A substantial share of the activities is partner financed through
strategic alliances with Janssen Pharmaceutica, Eli Lilly and Company and
GlaxoSmithKline (GSK), and license collaboration with Abbott. The drug pipeline
comprises seven clinical (Phase I-III) development programmes: Pridopidine
(ACR16) for Huntington's disease (Phase III), tesofensine for obesity (Phase
III ready), ABT-894 for ADHD (Phase II) in partnership with Abbott, ACR343 for
schizophrenia (Phase II ready), ACR325 to treat dyskinesias in Parkinson's
disease (Phase Ib), ABT-560 for the treatment of cognitive dysfunctions (Phase
I) in collaboration with Abbott, NSD-788 for anxiety (Phase I) and NSD-721 for
social anxiety disorder (Phase I). In addition, NeuroSearch has a broad
portfolio of preclinical drug candidates and holds equity interests in several
biotech companies.

fonds.40-09 - notice convening extraordinary gm - uk_final.pdf