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LifeCycle Pharma A/S Passing of Annual General Meeting - Subsequent Constitution of the Board of Directors

23-04-09 kl. 23/4 2009 09:00 | Veloxis Pharmaceuticals 0,90 (+4,65%)

LifeCycle Pharma A/S (OMX: LCP) (the “Company”) held its Annual General Meeting today Thursday, April 23, 2009 at LifeCycle Pharma A/S, Kogle Allé 4, 2970 Hørsholm, Denmark.

At the meeting, the Claus Bræstrup, Chairman of the Board, and President and CEO, Dr. Jim New gave a report on the Company’s activities during the year and presented the audited Annual Report. The audited Annual Report was approved and discharge was given to the Board of Directors and the Management.

It was decided that the year’s net loss of DKK 149.8 million be carried forward by transfer to accumulated deficit. The fee to the Board of Directors for 2008 was approved as a separate item on the agenda.

All existing members of the Board of Directors were re-elected - except Claus Bræstrup, who did not seek re-election – all for a period of one year that expires at the Annual General Meeting to be held in 2010.

PricewaterhouseCoopers, Statsautoriseret Revisionsaktieselskab, was re-elected as the Company’s elected auditor.

The proposals from Board of Directors to change the articles of association were approved as follows:

* Change of Article 8 to authorize the Board of Directors until April 22, 2014 to issue additional warrants - without pre-emption rights for the existing shareholders - that give the right to subscribe up to a total of nominally DKK 2,500,000 shares in the Company to employees, executive directors, board members, consultants and advisors to the Company and its subsidiaries and to implement the corresponding capital increases.
* Changed the Company´s Share Register to be kept by I-nvestor Danmark A/S.
* Added “Approval of Fee to the Board of Directors” as a new item on the agenda of the Annual General Meeting.

The Board of Directors was authorized by the General Meeting, until the next Annual General Meeting to arrange for the Company to acquire own shares up to a total nominal value of 10% of the Company’s nominal share capital. The purchase price of such shares may not differ by more than 10% from the price quoted on NASDAQ OMX Copenhagen at the time of the purchase.

The chairman of the Annual General Meeting, with right of substitution, was authorized to register the resolutions passed by the general meeting to the Danish Commerce and Companies Agency and to make such alterations to as the Agency may require or request for registration or approval.

Subsequent Constitution of the Board of Directors

After the Annual General Meeting, the Board of Directors convened and constituted itself with Dr.

Paul Edick as Chairman of the Board of Directors as well as Chairman of the Compensation Committee and with Kurt Anker Nielsen as Chairman of the Audit Committee.




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