H. Lundbeck A/S (CPH:HLUN.B)
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43.08
-0.88 (-2.00%)
At close: Apr 28, 2026
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EGM 2022

Jun 8, 2022

Joerg Hornstein
EVP and CFO, Lundbeck

Good morning, and welcome. On behalf of the Board of Directors, I would like to welcome you to Lundbeck's Extraordinary General Meeting today. Just like at the Annual General Meeting, we can let our shareholders follow the Extraordinary General Meeting via the webcast. We have simultaneous interpreting into English so that our shareholders all over the world can follow the proceedings. We have appointed Attorney at Law Jan Kjærgaard Madsen from Kromann Reumert as the chairman of the meeting today. The floor is yours.

Jan Kjærgaard Madsen
Director, Kromann Reumert

Thank you very much. Thank you for appointing me. I hope we will have a good meeting today. Before I go through the practicalities, I have a few housekeeping points.

As the chairman mentioned, the general meeting today is webcast, and it's also interpreted into English, and that means that everyone who is present here today can take a headset if you want to listen to the interpretation. Let me just ask, if anybody in the audience wants a headset, please raise your hand. That is not the case. I assume everybody is happy with that. And let me also say that if any of our shareholders at this meeting today should wish to take the floor, I would like to ask you to come to the rostrum and bring their access cards with them. And that is because when people follow the webcast, they can only see the rostrum on the screen and not the room as such. And if any shareholder leaves the general meeting before it ends, please unregister at the desk outside.

Now, I would like to go through the usual formalities. I have to note whether the general meeting has been lawfully convened and whether we are quorate. It has to take place at the right time and place in the Capital Region, and that is the case, and with the right notice of at least three weeks and no more than five weeks, and on the sixteenth of May, 2022 , the convening notice was published on the company website and via Nasdaq Copenhagen. On the same day, we sent out the notice to the shareholders who have so wished. The convening notice contains the information and documents that are required according to the articles of association and applicable law, and they have been available on the website since the sixteenth of May, 2022 , which lives up to all the prerequisites for the EGM.

On this basis, I take note that the EGM is correctly convened, and that we are quorate. Are there any objections to this? That is not the case. Then I can conclude that the EGM is lawfully convened and competent to transact the business on the agenda. I have recent figures here, and I can tell you that we have 78.65% of the share capital represented here at the general meeting, and a corresponding number of votes. I can also inform you that proxies have been given to the board of directors and postal votes for a total of... Let me see the most recent figures. I received the papers a bit late, and therefore, I just have to take a look. We have a total of...

Well, it varies for the individual items, but I can tell you that we have a sufficient number of proxies and postal votes for all of the proposals on the agenda to be adopted. I can get back to the specific numbers once we go through the items on the agenda. Let me also tell you, before we embark upon the agenda today, that there is a disclaimer that the company normally uses of what we call forward-looking statements. That simply means that the figures that are used, well, that will not be many today, unless something comes up during the debate, but it's just to say that the statements from the company during the meeting today are all subject to this disclaimer. These are forward-looking statements.

It's a document that looks very American, and it is indeed, but I have to tell you that this is what applies, and I will leave it on the screen for a moment if you are interested, and you can also find it on the company website. Otherwise, we will start our agenda today. We have four items on the agenda today, and you can see them here on the screen. First of all, we have a proposal from the board of directors to split the company's existing shares into A shares and B shares and amend the articles of association accordingly, then we have a proposal from the board of directors to amend the authorization to the board of directors to increase the share capital of the company, then we have a proposal to amend the remuneration policy for the board of directors and executive management.

We will get back to that. These are minor adjustments. And then we have a technical proposal to authorize the chairman of the meeting, that is me, and the attorneys at Bech-Bruun Advokatpartnerselskab, to file the resolutions passed at the extraordinary general meeting today. And then, of course, the final item is any other business. We will now move on to the first item on the agenda, and I give the floor back to the Chairman of the Board, Lars Rasmussen.

Lars Rasmussen
Chairman of the Board, Lundbeck

Right. If you've followed us over the years or you attended our AGM in March, you know that Lundbeck has been on a long growth journey. Over the last twenty years, Lundbeck has seen an annual increase in revenue, about 6.5%. As you can see from the diagram up here, Lundbeck has grown historically through internal and external innovation. It is Lundbeck's long-term ambition to continue this growth journey. As also mentioned at the AGM in March, the changes of the share structure are not a change of strategy. However, we believe that this change that we are proposing today will contribute towards Lundbeck's financial capacity. It will expand the company's long-term opportunities to reach out to external growth opportunities. And long-term stability is ensured through the majority ownership of the Lundbeck Foundation. So we will be well-braced, well-prepared, in the long run.

We do believe there will be interesting growth opportunities for Lundbeck via partnerships or acquisitions. Lundbeck and the board have an ambition to selectively pursue these opportunities in the coming years. With the new split share structure, we'll be well-braced to pursue strategic opportunities if and when they materialize. The suggested change of the share structure was introduced by the Lundbeck Foundation and has been subsequently developed with Lundbeck's proposal. Split the present Lundbeck share into one A share with 10 votes and four B shares each with one vote. Both of these shares will be listed at the Danish Stock Exchange. All shares will maintain their financial rights. There'll be no changes in voting rights or financial ownership for existing shareholders.

If current shareholders wish only to retain their B shares and not the lesser liquid A shares, the Lundbeck Foundation has announced that via its subsidiary, Lundbeckfo nd Invest A/S, it intends to offer warranted shareholders a one-to-one switch of their A shares with B shares. There's more information about that on the website of the Lundbeck Foundation. Now, let me try and summarize the expected next steps. The listing document has been published on the website on the twentieth of May. If the share split is adopted today, the last day of trading Lundbeck's current shares will be tomorrow, on the ninth of June, and the new A shares and B shares will be traded at the stock exchange as from the tenth of June.

Now, if you look at it technically, the expectation is that if you have shares held on the thirteenth of June at 5:59 P.M., one existing shares will be changed to one A share and four B shares on the fourteenth of June. The new A shares and B shares will be delivered on the fourteenth of June, and they'll be ready, they'll be shown in your holdings. A shares are expected to be traded under a symbol called HLUNA, and B shares are expected to be traded under HLUNB, both of them with new ISIN codes. That was the practical points. So back to you, Jan.

Yeah, nonetheless.

Jan Kjærgaard Madsen
Director, Kromann Reumert

Yes, there's a lot of technicalities and practicalities in this kind of exercise, but that's all happening parallel to this AGM. That was the motivation from the board of directors for this proposal to split the shares into A shares and B shares. And at this juncture, I would like to ask whether there are any questions or comments or if anyone wishes to take the floor. If that is not the case, I can conclude that the proposal has been adopted. As, as I mentioned, we already have a sufficient number of votes, including postal votes and proxies, for the adoption of this proposal. So the proposal under item one has been adopted. Then we move on to item two. This is a proposal from the board of directors to amend the authorization to the board of directors as described in the convening notice.

This is also quite a technical point. I think that we do not need to go into more detail here. Of course, if anyone should so wish, we can, but as I said, this is simply an adjustment of the existing authorization in order to reflect the fact that the share capital in the future will be divided into A and B shares. Otherwise, there's not really any big changes here. Does anyone want to take the floor here, or are there any questions? If not, I can conclude that the proposal has been adopted, because, again, we have a sufficient number of votes to adopt the proposal via the received proxies and postal votes. That leads me to item one three, which is a proposal to amend, or might I call it, adjust the remuneration policy for the board of directors and executive management.

These are minor changes, primarily aimed at reflecting the changed share structure, so that you can now give out LTI instruments in A or B shares. And it's simply a change of terminology from restricted share units to performance share units, and also the possibility for the board to introduce sustainability targets as one element of the KPIs of the remuneration policy point three four five. Any comments? Yes. Please come up here to the rostrum. Please introduce yourself. My name is Lars H. Nielsen, and I have the following comment for item one three, the proposal by the board of directors to amend the remuneration policy. It's my feeling that the board of directors in Lundbeck imagines that they can buy alchemist abilities for money, but management is not really something you can buy.

You had a very incompetent CEO at a salary of DKK 30 million in a year. You also hired the executive director, but who got the idea? Who led the way of giving $30 million a year to Deborah Dunsire? Was that the board of directors' idea, or was it Egon Zehnder's idea, their recruitment agency? Was she chosen as the best qualified? Because Dunsire has been a mismatch for Lundbeck. She's been the CEO since the first of September, 2018 , and in Nordnet, you can see harsh criticism of her. They have done really poorly for the past three or four years. The analysts of Nordnet say that Lundbeck are giving out exorbitant salaries and bonuses in spite of very poor results.

Of course, I can't stand here and just criticize Lundbeck and say that they should do better, but that is what everyone says. And I have to say that Lundbeck has really performed poorly for the past three to four years. So my conclusion is that you have been purchasing incompetence to the tune of 30 million DKK a year. You can only deduct 7 million DKK in taxes for your salaries for an executive director. That is what the Danish authorities find appropriate. So when you give out 30 million DKK a year, it's simply a matter of greed. You should really consider a more appropriate remuneration level than 30 million DKK. You need to stay within the tax limits of 7 million DKK a year. Thank you.

Lars Rasmussen
Chairman of the Board, Lundbeck

Yeah.

Jan Kjærgaard Madsen
Director, Kromann Reumert

Thank you very much.

Of course, to begin with, I can say that this is not a substantial change of the remuneration policy, but of course, this comment is related to this item on the agenda. Today, we're only talking about technical adjustments to the remuneration policy to reflect the already adopted proposals of the share split, and also giving the possibility of introducing sustainability targets as KPIs. That is what is on the agenda here today. But let me ask if the chairman of the board would like to comment.

Lars Rasmussen
Chairman of the Board, Lundbeck

Thank you for the comment. I'd like to repeat what you said, Jan. What we are voting about today is just a consequence of the fact that we are getting A and B shares, and that we want to be able to use sustainability as one of the criterions for paying out LTIs. LTIs, long term money. The DKK 7 million, I don't know where that comes from, but at least you can say it's a lot of money. You can choose to set that as a limit. If you take the C25, the 25 biggest companies in Denmark, and look where the salaries are, I don't think you can find one that is at DKK 7 million or less. There is a price.

It's what it costs to have a good management that is global for global companies. Shares have not had a good development. I understand that, so I understand the comment that you are giving, but the point of the matter is that it takes time to build up a pipeline in a company like this. We haven't had a sufficiently strong pipeline, and I want to give all the credit I can to the current management to say that they have built up pipeline now, but it takes 10 or 12 years to get a pipeline into the market. So at that time, I think we can assess whether it was good management or not good management, but that's the way it is.

So we have to say it's supply and demand that decides the price of management. There's a price of management, there's a price of a car, there's a price of many things. The price of top management in a global pharma environment, that is the price that we pay. So that was my feedback. Thank you.

Tak for det.

Joerg Hornstein
EVP and CFO, Lundbeck

Thank you very much. Are there any other questions or comments regarding this item on the agenda? If not, I can conclude that the proposal is adopted. That leads me to item one-four on today's agenda. This is simply the authorization to me and to Birgitte Horn to file the resolutions passed at the extraordinary general meeting today. Are there any comments here? This is a completely standard authorization. That is not the case, and I conclude that the item has been adopted, and the proposal has been adopted. That leads me to the final item on today's agenda, any other business? We cannot adopt any proposals here, but if there are any concluding remarks or comments, you are very welcome.

If that is not the case, we have exhausted our agenda today, and I'll give the floor back to the Chairman of the Board, Lars Rasmussen, for a final remark. Tak.

Lars Rasmussen
Chairman of the Board, Lundbeck

Thank you, and thank you for taking us through the general meeting. Thank you for attending here today. I look forward to seeing you for the next annual general meeting in twenty twenty-three. See you then. Thank you.

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