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

Wednesday 29 April 2009 at 4.00 p.m.

at the Radisson SAS Falconer Hotel, Falkoner Allé 9, DK-2000 Frederiksberg. The
agenda of the meeting is as follows:

1. The Board of Director's report on the company's activities during the past
year

2. Presentation and adoption of the Annual Report

3. The Board of Director's proposed resolution on the distribution of profits
and losses as recorded in the Annual Report as adopted

4. Election of Board of Directors

A. Pursuant to Article 17 of the Articles of Association, all board members
elected by the general meeting are up for election. The Board of Directors
proposes that all the Board members be re-elected

5. Election of auditor(s)

6. Proposal by the Board of Directors or shareholders, including any proposal
authorising the company to purchase its own shares:

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

"Article 5

During the period ending on 01.04.2014, 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 60,000,000 (3,000,000 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
provisions 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."

B. The Board of Directors proposes that a new Article 5a with the following
wording is inserted in the Articles of Association authorising the Board of
Directors to issue warrants:

"Article 5a

During the period ending on 31.12.2010, the Board of Directors is authorised to
issue warrants to some or all of the company's and its subsidiaries' employees,
members of the Board of Directors and members of the Executive Management in
the absolute discretion of and on terms laid down by the Board of Directors
entitling the holders to subscribe, in one or more issues, for shares of the
total nominal value of DKK 10,000,000 (500,000 shares of DKK 20 each) by cash
payment at a price to be determined by the Board of Directors, which price may
not be lower than the market price of the company's shares on NASDAQ OMX plus
10% p.a. at the time of the issue of the warrants, and without any right of
pre-emption to the company's shareholders. However, the members of the Board of
Directors may only be granted warrants to subscribe for shares of up to a
nominal value of DKK 1,000,000 (50,000 shares of DKK 20 each).

Any new shares subscribed for through exercise of the warrants shall carry the
same rights as the existing shares under these Articles, including that the new
shares shall be issued to bearer, shall be negotiable instruments, but may be
registered in the names of the holders in the company's register of
shareholders, that no shareholder shall be required to have his shares
redeemed, and that no restrictions shall apply to the transferability of the
shares. The new shares shall rank for dividend as from the time of
subscription.

For the purpose of implementing the capital increase relating to the exercise
of the warrants, the Board of Directors is authorised to increase the company's
share capital during the period ending on 01.04.2014 in one or more issues by
up to the total nominal sum of DKK 10,000,000 (500,000 shares of DKK 20 each)
by cash payment at a price to be determined by the Board of Directors, which
price may not be lower than the market price of the company's shares on NASDAQ
OMX at the time of the issue of the warrants plus 10% p.a., and without any
right of pre-emption to the company's existing shareholders. All other terms
and conditions governing the subscription for shares shall be stipulated by the
Board of Directors."

C. The Board of Directors proposes, that a new Article 5k with the following
wording is inserted in the Articles of Association authorising the Board of
Directors to raise loan against issue of convertible bonds:
 
"Article 5k

During the period ending on 31.12.2010, the Board of Directors is authorised in
one or more issues to raise loan by up to the total sum of DKK 162,000,000
against issue of convertible bonds with the right to subscribe for shares in
the company, and without any right of pre-emption to the company's existing
shareholders. The loan shall be paid in cash. All terms and conditions
governing the convertible bonds issued pursuant to the authorisation shall be
stipulated by the Board of Directors.

For the purpose of implementing the conversion relating to the convertible
bonds, the Board of Directors is authorised to increase the company's share
capital during the period ending on 01.04.2014 in one or more issues by up to
the total nominal sum of DKK 20,000,000 (1,000,000 shares of DKK 20 each) by
conversion of the convertible bonds, and without any right of pre-emption to
the company's shareholders.

Any new shares subscribed for through conversion shall carry the same rights as
the existing shares under these Articles, including that the new shares shall
be issued to bearer, shall be negotiable instruments, but may be registered in
the names of the holders in the company's register of shareholders, that no
shareholder shall be required to have his shares redeemed, and that no
restrictions shall apply to the transferability of the shares. The new shares
shall rank for dividend as from the time of conversion of the convertible bonds
i.e. from the time of subscription."

D. The Board of Directors have designated, Aktiebog Danmark A/S, Kongevejen
118, DK-2840 Holte, as the company's register of shareholders. Aktiebog Danmark
A/S has changed name and address and the Board of Directors therefore proposes
that the current Article 8 of the Articles of Association is amended to the
following:

"Article 8

At the discretion of the Board of Directors, the company's register of
shareholders must be kept either by the company or by an external registrar
nominated by the Board of Directors. The company's register of shareholders is
kept by I-NVESTOR DANMARK A/S, Kongevejen 418, DK-2840 Holte."

E. The Board of Directors proposes that the total cash remuneration paid to the
Board of Directors for 2009 until the next Annual General Meeting is fixed at
DKK 1,800,000. Furthermore, the Board of Directors proposes that the Board of
Directors be awarded up to 50,000 warrants for 2009 entitling the directors to
purchase shares of the total nominal value of DKK 1,000,000 (50,000 shares of
DKK 20 each) by cash payment at a price which may not be lower than the market
price of the company's shares on NASDAQ OMX plus 10% p.a. at the time of issue
of warrants. The terms and conditions will be in line with the principles laid
down for warrants issued pursuant to Article 5a in the Articles of Association.
Warrants shall be issued on the same date as warrants issued to the company's
employees.

F. The Board of Directors requests the general meeting to authorise the company
during the period until the next Annual General Meeting to purchase its own
shares of up to a total nominal value of 10% of the company's share capital,
pursuant to section 48 of the Danish Companies Act. The payment must not differ
by more than 10% from the bid price quoted on NASDAQ OMX at the time of the
purchase.

7. Any other business
 
Any resolution under items 6. A., B, C., and D., above, see Article 16 of the
Articles of Association, shall be subject to the proposed resolution being
adopted by no less than two-thirds of all votes cast and of the voting share
capital represented at the Annual General Meeting, and no less than one half of
the share capital being represented at the meeting. If one half of the share
capital is not represented at the meeting, but the proposed resolution is
passed by no less than two-thirds of the votes cast and of the voting share
capital represented at the meeting, a new general meeting must be convened
within 14 days to pass the resolution by no less than two-thirds of both the
votes cast and of the voting share capital represented at the meeting.

The share capital of NeuroSearch A/S is nominally DKK 325,480,600 (16,274,030
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 Annual General Meeting must order admission cards via the
company's website, www.neurosearch.com, from NeuroSearch A/S, Pederstrupvej 93,
DK-2750 Ballerup (telephone: +45 4460 8000, [email protected]) or from
I-NVESTOR DANMARK A/S, Kongevejen 418, DK-2840 Holte (telephone: +45 4546 0999,
telefax: +45 4546 0998) no later than Friday 24 April 2009. All shareholders
not registered in the company's register of shareholders who wish to attend the
Annual 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 Annual
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 Annual General Meeting.

Shareholders who are unable to attend the Annual General Meeting may issue a
proxy to the Board of Directors or to a third party directly via
www.neurosearch.com. The proxy form may also 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 Friday 24 April 2009.


Flemming Pedersen
CEO


Contact persons:
Flemming Pedersen, CEO, telephone: +45 4460 8214 or +45 2148 0118
Hanne Leth Hillman, Vice President, Director of Investor Relations & Corporate
Communications, telephone: +45 4460 8212 or +45 4017 5103


About NeuroSearch - Company profile
NeuroSearch (NEUR) is a Scandinavian biopharmaceutical company listed on Nasdaq
OMX Copenhagen. The company's core business covers the development of novel
drugs, based on a broad and well-established drug discovery platform focusing
on ion channels and CNS disorders. A substantial share of NeuroSearch's
activities is partner financed through an alliance with Eli Lilly and Company
and collaborations with GlaxoSmithKline (GSK) and Abbott. The drug pipeline
comprises seven clinical (Phase I-III) development programmes: ACR16 for
Huntington's disease (Phase III), tesofensine for obesity (Phase III ready),
ABT-894 for ADHD (Phase II) in partnership with Abbott, ACR325 for Parkinson's
disease (Phase II ready), ACR343 for schizophrenia (Phase II ready), ABT-560
for the treatment of various CNS disorders (Phase I) in collaboration with
Abbott, and NSD-788 for anxiety/depression (Phase I). In addition, NeuroSearch
has a broad portfolio of preclinical drug candidates and holds equity interests
in several biotech companies.

fonds.11-09 - notice convening agm - uk.pdf