Notice of the Annual General Meeting

3/21/2005, 6:49 PM (Source: GlobeNewswire)
The Annual General Meeting of shareholders of H. Lundbeck A/S is hereby called for Thursday 14 April 2005 at 4 p.m. The general meeting will be held at Radisson SAS, Falconer Center, 9 Falkoner Allé, 2000 Frederiksberg.

The Company invites the shareholders to attend a presentation of the
activities of the Company prior to the general meeting. The
presentation will start at 3 p.m. and all shareholders with an
admission card are welcome.

According to article 9 of the Articles of Association the agenda of
the meeting includes the following:

1. Report from the Supervisory Board on the activities of the
company during the previous year;

2. Presentation of the annual report for approval and discharging
the Supervisory Board and the Board of Management from liability;

3. Resolution on distribution of profits or covering of loss as
proposed by the Supervisory Board;

4. Election of members of the Supervisory Board;

5. Election of one or two state authorised public accountants;

6. Proposals, if any, from the shareholders and from the Supervisory
Board;

7. Any other business.

Re item 4 of the agenda:

The Supervisory Board recommends Mr Flemming Lindeløv, Mr Thorleif
Krarup, Mr Lars Bruhn, Mr Peter Kürstein, Mr Mats Pettersson and Mr
Jes Østergaard be re-elected to the Supervisory Board.

Flemming Lindeløv, MSc Engineering and PhD, was elected to the
Supervisory Board of H. Lundbeck A/S in 1998 and in 2003 elected
chairman of the Board. He is a manager of Royal Scandinavia A/S and
was managing director of Carlsberg A/S 1997-2001. Before that,
Flemming Lindeløv was group managing director of FDB 1984-1989 and
thereafter managing director of Tulip International 1989-1997.
Flemming Lindeløv is a member of the board of directors of Royal
Copenhagen A/S, chairman of the boards of directors of Royal
Scandinavia Retail A/S, Orrefors Kosta Boda AB and vice-chairman of
Royal Copenhagen Japan Ltd. Furthermore, Flemming Lindeløv is on the
Executive Committee of Dansk Industri (The Confederation of Danish
Industries) and chairman of HUR's Erhvervsforum (The Trade and
Industry Forum of The Greater Copenhagen Authority). Flemming
Lindeløv was born on 20 August 1948.

Thorleif Krarup, BSc (Econ) and BCom, was elected to the Supervisory
Board of H. Lundbeck A/S in 2004 and was also elected vice-chairman
of the Board. He is vice-chairman of the boards of directors of LFI
A/S and of Chr. Hansen Holding A/S. Thorleif Krarup is chairman of
the board of directors of TDC and a member of the boards of directors
of Group 4 Securicor Plc., Bang & Olufsen A/S as well as Scion-DTU
a/s. He is the former group manager of Nordea, formerly Unibank, 1997
-2002 and was group manager of Nykredit/TrygNykredit Holding
1987-1997. Thorleif Krarup was born on 28 August 1952.

Lars Bruhn, MSc Engineering and BCom, was elected to the Supervisory
Board of H. Lundbeck A/S in 1995 and was vice-chairman 1998-2001.
Lars Bruhn is chairman of the boards of directors of IVS A/S, DIEU
A/S, BRUHN NewTech A/S and a member of the boards of directors of EDB
Gruppen A/S and Ascio Technologies Inc. He is the former group
manager of the BRUHN Group 1981-1998 and 1975-1981 he was employed
with Lundbeck in charge of licenses and acquisitions in Europe. Lars
Bruhn was born on 17 November 1949.

Peter Kürstein, MBA, was elected to the Supervisory Board of H.
Lundbeck A/S in 2001 and is managing director of Radiometer A/S.
Peter Kürstein is a member of the boards of directors of Foss A/S and
Radiometer Medical. He is vice-chairman of Danish American Business
Forum. He has an MBA from Harvard Business School and worked
1981-1985 for Pfizer Inc. in USA, including three years for the
subsidiary Shiley, Inc. in California. Peter Kürstein was born on 28
January 1956.

Mats Pettersson, BSc, was elected to the Supervisory Board of H.
Lundbeck A/S in 2003 and is managing director of Biovitrum AB. Mats
Pettersson is a member of the board of directors of Biocore
International AB and is former senior vice president and member of
the Management Committee in Pharmacia Corporation. Mats Pettersson
was born on 7 November 1945.

Jens Østergaard, MSc Engineering, was elected to the Supervisory
Board of H. Lundbeck A/S in 2003 and is managing director of
DakoCytomation A/S. He is the former managing director of Medicon
Valley Academy, worked as corporate vice president of Novo Nordisk
A/S and is today on the board of directors of the Lundbeck Foundation
and LFI A/S. Jes Østergaard was born on 5 March 1948.

Re item 6 of the agenda:

The Supervisory Board has submitted the following proposals:

6.1 Reduction of the share capital of the Company by shares from
the Company's holding of own shares. The holding of own shares has
been acquired by the Company as part of the execution of the share
buy-back program. Until the general meeting the Company may acquire
further holdings of own shares; accordingly, the reduction amount is
not known at present. As a consequence of the reduction of the share
capital, article 3.1 of the Articles of Association shall be amended.
The reduction amount will appear from the complete proposals
available for inspection by the shareholders at the registered office
of the Company not later than 8 days before the general meeting.

6.2 The Supervisory Board recommends amendment of the Articles of
Association of the Company. The main contents of the proposals made
by the Supervisory Board concerning amendment of the Articles of
Association are:

(a) Article 3.2:

The first sentence of the provision concerning the share
capital being fully paid up is superfluous and can accordingly be
deleted.

(b) Article 3.3:

The first sentence of the provision stating that no
shareholder shall be under an obligation to have his shares redeemed
is superfluous and can accordingly be deleted.
(c) Article 5:

The provision concerning cancellation of lost share
certificates is superfluous as the shares of the Company are
registered with the VP Securities Services. Accordingly, the
provision can be deleted.

(d) Article 8.2

The notice for submission of proposals shall be changed in
accordance with the wording of section 71 of the Danish Companies
Act.

(e) Article 9.1, c:

The provision regarding distribution of profits or covering of
loss shall be changed in accordance with the wording of section 69(2)
No. 2 of the Danish Companies Act.

(f) Article 11.1:

It is proposed that the provision regarding requisition of
admission cards to the general meetings of the Company be
supplemented with a request for a declaration stating that the shares
have not or will not be transferred before the general meeting.

(g) Article 11.4:

The provision concerning voting rights at the general meetings
of the Company shall be amended in accordance with section 67(2) of
the Danish Companies Act.

6.3 Authorisation to the Supervisory Board until 14 April
2010, without
preemptive subscription rights for the existing shareholders, in one
or more issues, to issue warrants granting a right to subscribe for
up to nominally DKK 25,000,000 shares in the Company in connection
with issue of new shares in favour of the management, executives and
other employees of the Company and/or its subsidiaries as set out in
more detail by the Supervisory Board. The warrants shall give a right
to subscribe for shares in the Company at a price to be fixed by the
Supervisory Board; such price may be lower than the market price.
Furthermore, the Supervisory Board shall fix the terms of the
warrants issued in accordance of the authorisation.


The authorisation to the Supervisory Board to issue warrants shall be
included as a new article 4.3 of the Articles of Association.
Consequently, the first sentence of article 4.3 shall be amended and
articles 4.3 - 4.5 shall be changed to 4.4 - 4.6.

6.4 The Supervisory Board is authorised for the period until the
next ordinary general meeting to arrange for an acquisition by the
Company of own shares representing a nominal value up to 10% of the
share capital. The purchase price for the shares in question may not
deviate more than 10% from the price quoted on the Copenhagen Stock
Exchange A/S at the time of acquisition. By the price quoted on the
Copenhagen Stock Exchange A/S at the time of acquisition is
understood the final quotation - all trade at 5 p.m.

6.5 The chairman of the general meeting is authorised to make such
changes in and supplements to the matters adopted at the general
meeting and the notification to the Danish Commerce and Companies
Agency as may be requested by the Commerce and Companies Agency in
connection with its registration of the amendments made.


The adoption of items 6.1 - 6.3 of the agenda must be approved by at
least 2/3 of the votes cast as well as by 2/3 of the voting share
capital represented at the general meeting, cf. article 10 of the
Articles of Association.

Also this year, H. Lundbeck A/S offers simultaneous interpretation
from Danish to English. Shareholders who wish to make use of this
service are kindly requested to reserve a seat on +45 3643 3229 not
later than Friday 8 April 2005.

The agenda of the general meeting and the complete proposals as well
as audited annual report, including consolidated accounts for 2004,
will be made available for inspection by the shareholders at the
Company's registered office, 9 Ottiliavej, 2500 Valby, not later than
8 days before the general meeting. This material will also be sent to
all and any shareholder registered in the register of shareholders
who have so requisitioned.

Lundbeck welcomes all shareholders - possibly with an adviser - to
attend the general meeting if they have obtained an admission card
for himself and a possible accompanying adviser. Voting papers will
be distributed together with the admission card. It should be noted
that a shareholder may only attend the general meeting if he has
ordered an admission card prior to the general meeting.
Admission cards are distributed to shareholders registered in the
register of shareholders of the Company or against presentation of a
statement of holding from VP Securities Services or the account
controller issued not more than 8 days before as documentation for
the shareholding.

The 5-day deadline in the Articles of Association (article 11.1)
regarding the collection of admission cards does not apply due to the
weekend 9 - 10 April 2005. Accordingly, admission cards can be
obtained till 11 April 2005 inclusive.

Admission cards and voting papers for the general meeting can be
obtained by contacting the Company's office, 9 Ottiliavej, 2500 Valby
or via the homepage of the Company www.lundbeck.com. Admission cards
and voting papers may also be ordered by returning the enclosed order
form to Aktiebog Danmark A/S in the enclosed envelope.

Due to the difficult parking situation near Radisson SAS, Falconer
Center we recommend our shareholders to reserve time to find parking
or make use of public means of transport.

Copenhagen-Valby, 21 March 2005

The Supervisory Board
Investor and Media contact
- Steen Juul Jensen, Vice President, tel +45 36 43 30 06
- Jacob Tolstrup, Investor Relations Manager, tel +45 36 43 30 79

H. Lundbeck A/S is an international pharmaceutical company engaged in
the research and development, production, marketing and sale of drugs
for the treatment of psychiatric and neurological disorders. In 2004,
the company's revenue was DKK 9.7 billion. The number of employees is
approx. 5,000.
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