Result of AGM

25th Jun 2009 13:00



25 June 2009

Vernalis Results of Annual General Meeting

Resolutions

Vernalis plc announces that all resolutions proposed to shareholders at its Annual General Meeting held today were duly passed.

All resolutions were approved on a show of hands. The number of proxy votes received for each resolution is set out below.

Resolution	For (including discretionary votes)*		Against*		Withheld
Ordinary Resolutions
1. To receive the audited accounts and related reports of the Directors and auditors	39,098,017	(99.95 %)	19,555	(0.05 %)	291
2. To approve the remuneration report	39,094,204	(99.94 %)	23,071	(0.06 %)	588
3. To re-elect as a Director Dr P J Fellner	39,096,076	(99.95 %)	20,759	(0.05 %)	1,028
4. To re-elect as a Director Dr A Baxter	39,096,353	(99.95 %)	20,954	(0.05 %)	556
5. To re-elect as a Director Ms C C Ferguson	39,096,308	(99.95 %)	20,999	(0.05 %)	556
6. To re-elect as a Director Mr I Garland	39,096,129	(99.95 %)	21,123	(0.05 %)	611
7. To re-elect as a Director Mr D Mackney	39,095,980	(99.95 %)	21,281	(0.05 %)	602
8. To re-appoint PricewaterhouseCoopers LLP as auditors and to authorise the Directors to determine their remuneration	39,095,151	(99.94 %)	22,452	(0.06 %)	260
9. To authorise the Directors to allot relevant securities	39,096,437	(99.95 %)	20,651	(0.05 %)	775
Special Resolutions
10. To authorise the Directors to disapply pre-emption rights	39,100,615	(99.96 %)	15,009	(0.04 %)	2,239
11. To reduce the notice period for general meetings	39,098,202	(99.95 %)	18,273	(0.05 %)	1,388

*NB: Percentage of votes cast excludes withheld votes

The Company confirms that two copies of all resolutions passed at the Annual General Meeting held earlier today, Thursday 25 June 2009, will be forwarded to the UK Listing Authority's Document Viewing Facility later today. These copies will shortly be available for viewing at the Document Facility, at the address below, from 9.00am to 5.30pm on every weekday except bank holidays.

The Document Viewing Facility is situated at:

25 The North Colonnade

Canary Wharf

London

E14 5HS

  Board changes

In the 2008 Annual Report Vernalis stated that a number of changes to the Company's Board were planned during 2009, to streamline its structure following the appointment of a new management team. We today announce details of those changes, which affect four Board positions:

Peter Fellner will transition from Executive to Non-Executive Chairman with effect from 31 October 2009. 

John Slater will be leaving the Company at the end of September 2009 following the elimination of the position of Chief Operating Officer. John provided outstanding operational leadership during the recent successful and far-reaching restructuring of the Company, and the Board thanks him for his very effective contribution. 

Peter Read and Ian Clark will step down as Non-Executive Directors from the Board, with effect from 31 December 2009, and the Board thanks them for their valuable and sustained contribution to the Company. 

This reduces the number of Non-Executive Directors to four, including Peter Fellner as Non-Executive Chairman, and is in full compliance with the Combined Code on Corporate Governance.

- ends -

Enquiries:

Vernalis Contacts

Ian Garland, Chief Executive Officer	+44 (0) 118 977 3133
David Mackney, Chief Financial Officer
Brunswick Group
Jon Coles	+44 (0) 20 7404 5959
Justine McIlroy

Notes to Editors

About Vernalis

Vernalis is a development stage pharmaceutical company developing a pipeline of clinical and early stage programmes. The company currently has seven product candidates in clinical development (two of which are partnered) and two programmes in pre-clinical trials (one with a partner) and other competitive research programmes. Our collaborations are with leading, global pharmaceutical companies including Biogen Idec, Novartis, Servier, Chiesi, Menarini and Endo.

For further information about Vernalis, please visit www.vernalis.com.

Vernalis Forward-Looking Statement

This news release may contain forward-looking statements that reflect the Company's current expectations regarding future events including the clinical development and regulatory clearance of the Company's products, the Company's ability to find partners for the development and commercialisation of its products, as well as the Company's future capital raising activities. Forward-looking statements involve risks and uncertainties. Actual events could differ materially from those projected herein and depend on a number of factors including the success of the Company's research strategies, the applicability of the discoveries made therein, the successful and timely completion of clinical studies, the uncertainties related to the regulatory process, the ability of the Company to identify and agree beneficial terms with suitable partners for the commercialisation and/or development of its products, as well as the achievement of expected synergies from such transactions, the acceptance of Frova® and other products by consumers and medical professionals, the successful integration of completed mergers and acquisitions and achievement of expected synergies from such transactions, and the ability of the Company to identify and consummate suitable strategic and business combination transactions.

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