February 22, 2019
Announcement no. 3
NOTICE CONVENING THE ANNUAL GENERAL MEETING
The Board of Directors hereby convenes the Annual General Meeting of BioPorto A / S (the “Company”):
March 18, 2019, at 3.00 pm (CET),
At the Company’s address
Tuborg Havnevej 15, st., DK-2900 Hellerup
(Parking in Waterfront Shopping)
AGENDA:
1) REPORT OF THE COMPANY’S ACTIVITIES DURING THE PAST YEAR
The Board of Directors proposes that the Board's report on the Company’s activities for the past year be noted.
2) PRESENTATION OF THE ANNUAL REPORT FOR APPROVAL AND ALLOCATION OF PROFIT OR COVERING OF LOSS
The Board of Directors proposes that the audited annual report for 2018, including the proposal that this year’s results be brought forward, is approved.
3) RESOLUTION TO GRANT DISCHARGE OF LIABILITY TO THE BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT
The Board of Directors proposes that discharge of liability be granted to the Board of Directors and Executive Management.
4) APPROVAL OF REMUNERATION FOR THE BOARD OF DIRECTORS
The Board of Directors proposes that the remuneration for the Board of Directors for the financial year 2019 is determined as a base fee of DKK 250,000 for board members, DKK 350,000 for the Vice Chairman and DKK 500,000 for the Chairman of the Board of Directors. The proposed fees are unchanged from 2018.
The Board of Directors further proposes that board members may be remunerated for participation in committees with an additional remuneration of DKK 25,000 per committee, with an overall maximum for participation in committees of DKK 50,000 per board member. The Chairman and Vice Chairman are not entitled to receive additional remuneration for participation in committees.
Currently, the following committees are established: Audit Committee, Nomination Committee, Remuneration Committee, Research and Development Committee and Business Development Committee.
5) ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS
The Board of Directors proposes re-election of the following board members: Thomas Magnussen, Torben Arnth Nielsen and Kirsten Aarup Drejer. Britt Meelby Jensen is not seeking re-election.
The background of each candidate is described below and is also included in the annual report for 2018. All candidates are considered to be independenters.
Thomas Magnussen (born 1953, Danish)
Thomas Magnussen has been a member of the Board of Directors of BioPorto since 2013 and is Chairman of the Board of Directors. Thomas is also CEO of Therazone ApS and has been an entrepreneur within high-tech start-up companies with a global business reach. Thomas Magnussen has experience with commercialisation strategies for nanotechnology, ICT and Medtech industries and has previously been chairman of QuantumWise A / S and Zylinc A / S. Thomas Magnussen holds an MBA from INSEAD as well as a Ph.D. and MSc from DTU.
Torben Arnth Nielsen (born 1960, Danish)
Torben Arnth Niels has been a member of the Board of Directors for BioPorto since 2013 and is Vice Chairman of the Board of Directors. Torben Arnth Nielsen is a partner and co-owner of Linde & Partners Kapitalrådgivning A / S; a board member for Wavepiston A / S; and a manager in Arnth Advice ApS. Torben Arnth Nielsen has held senior positions in the financial sector for over 25 years. Most recently, he was a member of the Executive Management in Sydbank, responsible for asset management and capital markets, and as CEO of BankInvest. Concurrently, he has held several national and international directorships, including for Nasdaq Copenhagen A / S. Over the last 30 years, of which five years have been in New York and London, Torben has built and managed businesses in the financial sector and has been involved in and responsible for several mergers and acquisitions. Torben holds DIEU’s top management education VL (2006) as well as a degree in banking.
Kirsten Aarup Drejer (born 1956, Danish)
Kirsten Aarup Drejer has been a member of the Board of Directors for BioPorto since 2017. Kirsten Aarup Drejer has previously also been a member of the Board of Directors (2016-2018), and co-founder of Symphogen, a biopharmaceutical company focused on the innovative therapeutic utilization of antibodies. Kirsten Aarup Drejer is also chairman of Antag Therapeutics ApS and Bioneer A / S, as well as a member of the Board of Directors of Zealand Pharma and Lyhne & Company A/S. Kirsten Aarup Drejer was CEO of Symphogen from 2000-2016. Prior to this, Kirsten Aarup Drejer held a number of scientific and managerial positions within Novo Nordisk, as well as directorships for Danisco. Kirsten Aarup Drejer is a member of numerous advisory boards at the University of Copenhagen and the Copenhagen Business School. Kirsten Aarup Drejer won the prize of” BiotechBuilder of the Year” in 2003 and” Entrepreneur of the Year, Biotech” in 2007. Kirsten Aarup Drejer holds a MSc (Pharm) and a Ph.D. in pharmacology from the University of Copenhagen.
6) PROPOSALS FROM THE BOARD OF DIRECTORS
A) Proposal to amend Article 16 in the Articles of Association to renew the authorisation to increase the Company’s share capital
The Board of Directors proposes that the authorisation in Article 16 to increase the Company’s share capital is extended, so that the Board of Directors, from the date of the Annual General Meeting until March 18, 2022, on one or more occasions, may decide to increase the Company’s share capital.
The reason for this, is to ensure flexibility in connection with a possible future capital-need, as the Board of Directors notes that any directed issue may only be carried out at a price that is at least equivalent to the market price.
Article 16 will hereinafter have the following wording:
“Article 16 Increase of the share capital
Article 16a
The Board of Directors is authorised until March 18, 2022, to increase the share capital of the Company on one or more occasions, with pre-emptive subscription rights for existing shareholders, by up to DKK 100,000,000 in total.
Article 16
The Board of Directors is authorised until March 18, 2022, to increase the Company’s share capital on one or more occasions, without pre-emptive subscription rights for existing shareholders, by up to DKK 70,000,000 in total, provided that the capital increase is effected at market price.
Article 16c
A maximum of DKK 120,000,000 shares can be issued by exercise of the authorisation of the Board of Directors pursuant to Articles 16a and 16b. For the capital increases pursuant to Articles 16a and 16b, it also applies that these increases may take place by means of cash payment, by debt conversion or by the contribution of assets other than cash. The new shares shall be negotiable securities and shall be registered in the name of the holder. No restrictions shall apply to the transferability of the new shares.”
B) Proposal to amend Article 18 in the Articles of Association to renew the authorisation to issue warrants
The Board of Directors proposes that the authorisation in Article 18 in the Articles of Association to issue warrants to the Executive Management and employees in the Company and its subsidiaries be renewed, so that the Board of Directors of the Company may, on one or more occasions, in the period from the Annual General Meeting and until March 18, 2020, issue warrants of up DKK 6,600,000 shares, equivalent to 4 % of the current nominal share capital, and decide on the corresponding capital increase.
Article 18 will subsequently have the following wording:
“Article 18 - Warrants
Until March 18, 2020, the Board of Directors is authorised to issue warrants, on one or more occasions, entitling the holder(s) to subscribe for up to DKK 6,600,000 shares. The new warrants may be issued to employees and the Executive Management in the Company and its subsidiaries and is without pre-emptive rights for existing shareholders.
Issued warrants, that lapse unused or are returned to the Company, may be re-issued or re-used.
The Board of Directors is authorised to decide on the capital increases by cash payment pertaining to the warrants.
All new shares shall be negotiable securities, shall have the same rights as the other shares and shall entitle the holder to dividends and other rights in the Company from the time when the Board of Directors adopts the decision to increase the share capital. The new shares shall be paid in full, registered in the name of the holder and no restrictions shall apply to the transferability of the new shares.
The Board of Directors is authorised to amend the Articles of Association as required following exercise of this authorisation.
Article 18 a
In accordance with the authorisation previously approved by the general meeting, the Company’s Board of Directors has by decision of June 15, 2018, August 20, 2018, and December 20, 2018, and in accordance with Article 18, issued warrants that permit subscription of a total of 7,500,000 new shares for the Executive Management and certain employees in the Company or its subsidiaries. At the same time, the Board of Directors has passed a resolution regarding the associated capital increase of a minimum of DKK 1.00 and maximum of DKK 7,500,000. The terms and conditions of the warrants and the associated capital increase are specified in Appendix 1 and constitute an integrated part of these Articles of Association. Subsequently, the former authorisation is equally reduced from nominally DKK 2,500,000 to nominally DKK 0. [The terms and conditions are specified in Appendix 1 of the Articles of Association].”
Issuance of warrants will be subject to the Company’s Remuneration Policy and Guidelines for Incentive-based Remuneration, including the option to determine relevant KPI’s as a condition for exercise.
C) Proposal to amend Article 11 in the Articles of Association to delete age limit
The Board of Directors proposes that the age limit of 70 years for board members in Article 11 of the Articles of Association be deleted, as the Danish Recommendations on Corporate Governance no longer contain such a requirement.
With the proposed changes, Article 11 will have the following wording:
”Article 11
The Board of Directors shall consist of three (3) to seven (7) members appointed at the general meeting and of employee representatives in accordance with applicable law. The general meeting may elect up to two (2) alternating directors. The members of the Board of Directors shall be elected for a period of one (1) year at a time. The employee representatives shall be elected for a period of four (4) years at a time. The Board of Directors elects its own Chairman and Vice Chairman among its members.”
D) Proposal for approval of the Company’s amended Remuneration Policy and Guidelines for Incentive Pay
The Board of Directors proposes that the general meeting approves the Company's revised Remuneration Policy and Guidelines for Incentive Pay in order to ensure alignment with the current Danish Recommendations on Corporate Governance. The changes concern the following:
1) Clarification regarding submission of the remuneration policy and guidelines for approval at the general meeting at least every four years.
2) Emphasis on the correlation between remuneration and the Company's short and long-term goals, etc.
3) Clarification of the limit on remuneration during the notice period, after which the remuneration including the severance pay may not exceed two years' remuneration, including all remuneration components.
The full text of the Company's Remuneration Policy and Guidelines for Incentive Pay is attached as Appendix 1 to the convening notice. The changes are shown in tracked changes.
7) ELECTION OF AUDITOR
The Board of Directors proposes re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, company registration number 33771231, as the Company’s auditor.
The proposal is based on the recommendation from the Audit Committee. The Audit Committee’s proposal has not been influenced by third parties and is not subject to contractual obligations restricting the general meeting’s choice of certain auditors or audit firms.
8) ANY OTHER BUSINESS
For access to Full Notice, Appendix 1, Registration Form and Proxy - and Vote by Correspondance see the below link.
ADOPTION REQUIREMENTS
Adoption of agenda items 6a – 6c requires the acceptance of at least 2/3 of both the votes cast at the general meeting and of the share capital represented at the general meeting. All other proposals may be adopted by simple majority.
SHARE CAPITAL AND VOTING
At the time of convening, the share capital of the Company amounts to DKK 165,687,798. The share capital is fully paid-up and divided into shares of nominally DKK 1.00. Each share carries one vote (corresponding to a total of 165,687,798 votes).
SUBMISSION OF DOCUMENTS AND QUESTIONS
The convening notice, including the agenda, complete proposals, information on voting rights and share capital on the convening date, the form for proxy and voting by correspondence as well as the audited annual report for 2018 is available on the Company’s website, www.bioporto.com. Until and including the day before the Annual General Meeting, shareholders may address questions regarding the agenda or documents for the Annual General Meeting to the Company in writing.
RECORD DATE
The right of a shareholder to attend the Annual General Meeting and to vote is determined relative to the shares held by the shareholder on the record date. The record date is one week before the Annual General Meeting. The shares held by each shareholder on the record date is calculated based on registration of the shareholders' ownership in the shareholders’ register and notifications about ownership received by the Company for entry into the shareholders’ register, but which have not yet been registered.
The record date is March 11, 2019.
ADMISSION CARD
Request for admission cards must be no later than March 15, 2019 by one of the following ways:
-Via the Company's shareholder portal, available on the Company's website, www.bioporto.com under "Investor Relations";
-By writing to the Company at investor@bioporto.com. The request form can be located on www.bioporto.com under “Investor Relations” and subsequently “Annual General Meeting”.
Admission cards are only sent out electronically via email to the email address provided in the shareholders’ portal upon registration. Shareholders are therefore kindly requested to verify that the correct e-mail address is specified in the shareholder portal. The admission card must be presented at the general meeting, either electronically on a smartphone / tablet or printed.
Shareholders who have ordered admission cards without specifying their email address may collect the admission card at the entrance of the Annual General Meeting upon presentation of ID.
Voting forms will be handed out at the entrance of the Annual General Meeting.
PROXY
Shareholders may submit a proxy to the Board of Directors or to a person designated by the shareholder participating in the Annual General Meeting.
The proxy must be received by the Company no later than March 15, 2019 by one of the following ways:
-Via the Company's shareholder portal, available on the Company's website, www.bioporto.com under "Investor Relations".
-By writing to the Company at investor@bioporto.com. The proxy can be located on www.bioporto.com under “Investor Relations” and subsequently “Annual General Meeting”.
Admission cards to shareholders’ advisers or administrators must also be obtained within the period specified.
VOTE BY CORRESPONDENCE
Shareholders may vote by correspondence prior to the general meeting.
Votes by correspondence must be received by the Company no later than March 15, 2019 by one of the following ways:
-Via the Company's shareholder portal, available on the Company's website, www.bioporto.com under "Investor Relations".
-By writing to the Company at investor@bioporto.com. The form for voting by correspondence can be found on www.bioporto.com under “Investor Relations” and subsequently “Annual General Meeting”.
BIOPORTO A/S
Contact:
Karen Stendal
Telefon: + 45 29 00 00, e-mail: investor@bioporto.com
DATA PROTECTION
BioPorto A / S will as part of your communication and interaction with you collect and process personal data about you.
You can read more about our privacy notice at http://www.bioporto.com/Investor-Relations/Governance.aspx.
For further information, please contact:
Karen Stendal, Legal Counsel
Telephone +45 4529 0000, e-mail investor@bioporto.com
About BioPorto
BioPorto is an in-vitro diagnostics company that provides healthcare professionals in clinical and research settings a range of diagnostic tests and antibodies. BioPorto has its headquarters in Hellerup, Denmark and is listed on the NASDAQ Copenhagen stock exchange.
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