Company Announcement no. 4/2011



To: NASDAQ OMX Copenhagen A/S
Hørsholm, Denmark, March 18, 2011




LifeCycle Pharma A/S Summons Annual General Meeting


LifeCycle Pharma A/S (OMX: LCP) (the “Company”) will hold its Annual General
Meeting on Tuesday, April 12, 2011 at 1:00 pm at Søhuset, Venlighedsvej 10,
DK-2970 Hørsholm, Denmark.


Agenda:


1. Report of the Board of Directors on the Company's activities
during the year.


2. Presentation of the audited Annual Report for approval.

The Board of Directors proposes that the audited Annual Report is approved.


3. Decision as to the settlement of loss according to the adopted
Annual Report.

The Board of Directors proposes that the year's net loss of DKK 274.2 million
be carried forward by transfer to accumulated deficit.


4. Approval of the fee to the Board of Directors.

The Board of Directors proposes that the actual fee for the previous year is
approved.


5. Election of members of the Board of Directors.

Under Article 16 of the Articles of Association, the members of the Board of
Directors are elected for one year at a time. Two of the current members of the
Board - Paul Edick and Gérard Soula - have notified the Company that they wish
to resign in connection with the general meeting. The following members of the
Board of Directors are standing for re-election: Kurt Anker Nielsen, Thomas
Dyrberg, Anders Götzsche and Mette Kirstine Agger. The Board of Directors
proposes that Kim Björnstrup is elected new member of the Board of Directors.


6. Election of Auditor.

The Board of Directors proposes re-election of PricewaterhouseCoopers,
Statsautoriseret Revisionsaktieselskab, as the Company's elected auditor.


7. Any motions from the Board of Directors and/or shareholders.

The Board of Directors has submitted the following proposals:


7.1. Amendment of Article 11 of the Articles of Association so that it is no
longer a requirement that convening notices are published in minimum 1 national
newspaper.


7.2. Authorization for the Company to acquire own shares.


7.3. Amendments to the existing General guidelines for incentive pay to members
of the Board of Directors and the Executive Management


7.4. Authority for the chairman of the Annual General Meeting.



Details concerning the proposals made by the Board of Directors:


Re Agenda Item 4.

The Board of Directors proposes that the actual fee for the previous year is
approved. The fee to the Board of Directors for 2010 is disclosed on page 33 in
the Annual Report for 2010 (note 4).


Re Agenda Item 5.

Two current members of the board - Paul Edick and Gérard Soula - have notified
the Company that they wish to resign in connection with the general meeting.
Further, as announced yesterday by the Company, Dr. Jean Deleage, member of the
Board of Directors of LCP, has passed away following a short period of severe
illness.


The Board of Directors proposes that the following current members of the Board
of Directors being Dr. Thomas Dyrberg, Kurt Anker Nielsen, Anders Götzsche and
Mette Kirstine Agger are re-elected until the Annual General Meeting to be held
in 2012. Information concerning each member can be found in the Company's
Annual Report for 2010 and on the Company's website www.lcpharma.com.


The Board of Directors proposes that Mr. Kim Björnstrup is elected as member of
the Board of Directors for a one-year period.


About Kim Björnstrup:

Kim Björnstrup has more than 20 years of working experience in the
pharmaceutical industry. During the past 18 years, he held various executive
positions in the management team of the Octapharma Group and served as Vice
Chairman until recently. Prior to this he has worked with Coloplast A/S and
Lundbeck A/S.


Kim Björnstrup is chairman of the board of Assistance A/S and a board member of
Xeltis AG. He is trained as a lawyer and holds a Master of Law from Copenhagen
University and will be regarded an independent Board Member, based on the
definition in the Danish Corporate Governance Recommendations.


Special competences, important for his capacity as a Board Member, comprise his
extensive international biotech industry experience and network together with
his extensive business development experience.


Kim Björnstrup is a Danish citizen living in Switzerland, born in 1958.


Re Agenda Item 7. 1.

The Board of Directors proposes that Article 11 of the Articles of Association
be changed so that it is no longer a requirement that convening notices are
published in minimum 1 national newspaper. If the proposal is adopted, general
meetings shall forthwith be convened only by announcement on the Danish
Commerce and Companies Agency's IT information system and on the Company's
website as well as by ordinary mail to all shareholders recorded in the
Register of Owners who have requested such notification.


Re Agenda Item 7.2.

The Board of Directors proposes that the Board of Directors be authorized 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.


Re Agenda Item 7.3.

The Board of Directors proposes that the existing general guidelines for
incentive pay to members of the Board of Directors and the Executive Management
are changed so that the bonus for the Executive Management may amount to 100 %
of the fixed annual cash salary and that the option for board members to
exchange the annual fee for an additional number of warrants be deleted. The
proposed revised guidelines are enclosed as Exhibit 1 with the suggested change
shown.


If the general meeting approves the revised guidelines for incentive pay for
board and management, article 19 will be changed to note that at the annual
general meeting held on Tuesday 12 April 2011, the shareholders approved
general guidelines for incentive remuneration of the Company's Board of
Directors and Management. The guidelines will also be made public on the
Company's website.


Re Agenda Item 7.4.

It is proposed that the chairman of the Annual General Meeting, with right of
substitution, be authorized to register the resolutions passed by the General
Meeting to the Danish Commerce and Companies Agency and to make such
alterations as the Agency may require for registration or approval.



-oo0oo-


The adoption of the proposals to amend the Articles of Association contained
under item 7.1. of the agenda requires a majority in favor of the proposed
resolution of at least two thirds of both the votes cast and of the voting
share capital represented at the General Meeting. The other proposals are
adopted by a majority of the votes cast.


The Company's share capital is currently nominal DKK 452,542,480 consisting of
452,542,480 shares of nominally DKK 1 each. At the Annual General Meeting, each
share of nominally DKK 1 carries one vote.


Information: The following information is available on the Company's website as
of Friday, March 18, 2011:


-- Notice to convene the general meeting.
-- The aggregate number of shares and voting rights as of the date of the
notice to convene the general meeting.
-- The documents that will be submitted at the general meeting, including the
audited annual report.
-- The agenda and the complete proposed resolutions.
-- The forms used when voting by proxy and by mail.


The convening notice will also be forwarded in writing to all shareholders
recorded in the Register of Owners, who have requested such notification.


Shareholders can ask questions to the Company in writing regarding the agenda
and/or the documents prepared for the general meeting.


The shareholders exercise their financial rights through their own deposit
banks.


Date of registration: The shareholders' right to vote at the general meetings
of the Company or to vote by mail in relation to the shareholders' shares is
determined in relation to the shares held by the shareholders at the date of
registration. The date of registration is Tuesday April 5, 2011.


After the date of registration, a calculation is made of the shares which each
shareholder owns at the date of registration. The calculation takes place on
the basis of registrations of shares made in the Register of Owners on the
registration date as well as notifications concerning ownership, which the
Company has received on the registration date with a view to update the
ownership in the Register of Owners. In addition, participation is conditional
on the shareholder having obtained an admission card in due time as described
below.


Admission card: Access to the general meeting is conditional on the shareholder
having requested an admission card not later than Friday April 8, 2011.
Admission cards are requested by contacting Computershare A/S, Kongevejen 418,
DK-2840 Holte by mail or by fax no. +45 45 46 09 98. Alternatively, via
www.lcpharma.com. Please note that requested admission cards are not forwarded
until the last week before the general meeting.


Proxy: Submission of proxy for the general meeting may take place through
Computershare A/S. Proxy forms can be downloaded from the Company's website,
www.lcpharma.com, and must be forwarded to Computershare A/S, Kongevejen 418,
DK-2840 Holte by mail or by fax no. + 45 45 46 09 98. Computershare A/S must
receive completed proxy forms no later than Friday April 8, 2011.


Voting by mail: Shareholders may - instead of voting at the extraordinary
general meeting - choose to vote by mail, i.e. voting in writing prior to the
holding of the general meeting. Absentee voting forms can be downloaded from
the Company's website, www.lcpharma.com. Any shareholder who chooses to vote by
mail shall send the absentee vote to Computershare A/S, Kongevejen 418, DK-2840
Holte, by mail or by fax no. + 45 45 46 09 98, so that Computershare A/S
receives the absentee vote no later than 12.00 noon CET at Monday April 11,
2011. An absentee vote cannot be withdrawn.


Please note that letters may be in the mail for several days.



For more information, please contact:



LifeCycle Pharma A/S Johnny Stilou
John Weinberg, M.D. CFO
SVP, Commercial Operations & Investor Relations Phone: + 45 2055 3817
Phone: +1 732 321 3208 Email: [email protected]
Email: [email protected]





Exhibit 1 to Convening Notice


General guidelines for incentive pay to members of the Board of Directors and
the Executive Management

Board of Directors

Members of the Board of Directors receive a fixed annual fee. The Chairman of
the Board of Directors and the Chairman of the Audit Committee receive a
supplement to the fixed annual fee.

In addition to the fixed annual fee, the members of the Board of Directors are
annually granted a fixed number of warrants. The estimated present value of
warrants granted in a given financial year may be up to 100 % of the fixed
annual fee to the individual member of the Board of Directors. The estimated
present value is calculated in accordance with the International Financial
Reporting Standards (IFRS). The general terms and conditions applying to the
grant, vesting, exercise, etc. of the warrants must be within the general terms
and conditions applying if warrants are to be granted to members of the
Executive Management, cf. below, and which also apply to other employees in the
Company which has been granted warrants.

Upon election, each member of the Board of Directors may decide to exchange the
annual fee for an additional number of warrants. Likewise, the fixed number of
warrants for an additional annual fee.


The aggregated annual fees, the supplemental and additional annual fees, as
well as warrants granted are disclosed in the Annual Report and subsequently
approved at the Annual General Meeting.


Executive Management

The Compensation Committee performs an annual review of the remuneration
package paid to members of the Executive Management.

The remuneration paid to members of the Executive Management consists of a
fixed and a variable part. The fixed pay consists of cash salary, pension
contribution and other benefits.

As an element of the variable pay, members of the Executive Management may
receive an annual bonus, subject to achievement of certain benchmarks. The
bonus proportion varies among the members of the Executive Management, but
cannot exceed 100 is subject to a target on 45 % of the fixed annual cash
salary. The actual bonus paid to the members of the Executive Management is
disclosed in the Annual Report at an aggregated level. At the date of adoption
of these guidelines, the bonus benchmarks comprise primarily of the progress in
the Company's development of its product candidates, but they may be changed by
the Board of Directors.


Another element of the variable pay is made up of new warrants and is intended
to ensure that the Executive Management's incentive correlates with creation of
shareholder value. The estimated aggregated present value of new warrants
granted in a given financial year to the members of the Executive Management
may be up to 100 % of the aggregated fixed annual cash salary to the members of
the Executive Management. The estimated present value is calculated in
accordance with the International Financial Reporting Standards (IFRS). The
grant of new warrants may or may not be subject to achievement of defined
benchmarks. The exercise price of the new warrants cannot be less than the
market price of the Company's stock at the date of grant. The new warrants may
have a maximum term of up to 7 years and the exercise of the new warrants may
be subject to a vesting period of up to 4 years. New warrants may be granted on
such terms that the gain is taxed as share income while the costs of the grant
are not tax deductible for the Company. The number of new warrants granted to
each member of the Executive Management and their estimated present value is
disclosed in the Annual Report.

180311 LCP Summons Annual General Meeting.pdf