Announcement no. 04
Summoning of Annual General Meeting
The Annual General Meeting of Shareholders of BioPorto A/S will be held on
Wednesday, April 1, 200, at 3:00 p.m. at the Company's address, Grusbakken 8,
DK-2820 Gentofte, Denmark
With the following agenda:
1. Report on the Company's activities during the past financial year;
2. Presentation of the Annual Report for 2008 with annual accounts endorsed by
Management and Auditor, including proposal for the use of profit or coverage of
deficit and for the remu-neration of the Board of Directors and Executive
Management, for approval;
3. Proposals from the Board of Directors, for approval:
a. Amendment of the authorization of the Board of Directors to increase the
company's share capital, so as the authorization is prolonged to March 31, 2014
and the maxi-mum capital increase is reduced to DKK 100 million. The amended
authorization is inserted as article 15a substituting article 15a of the
Company Articles;
b. Authorization of the Board of Directors to issue, on one or more occasions,
a number of convertible instruments of debt with a principal of up to a total
of DKK 50 million and a corresponding capital increase. The authorization is
inserted as a new article 15b of the Company Articles;
4. Election of board members and possibly deputy members;
All board members are up for election. Board member Ejner Bech Jensen has
announced that he is not seeking re-election; the Board of Directors proposes
the re-election of Carsten Lønfeldt, Peter Nordkild and Niels T. Foged and new
election of Marianne Weile Nonboe.
5. Election of Auditor and possibly of a deputy Auditor;
The Board of Directors proposes the re-election of Deloitte;
6. Any other business.
A detailed text of the proposals is available only in Danish. Please contact
the Company for further information.
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For the proposed authorizations in 3.a. and 3.b. it shall apply that a capital
increase and the issue of convertible instruments of debt respectively may be
implemented with or without a pre-emptive right for existing shareholders. If
the capital increase is implemented without a pre-emptive right for exist-ing
shareholders, the shares shall be subscribed at market price. If an issue of
convertible instru-ments of debt is implemented without a pre-emptive right for
existing shareholders, the conversion price shall be at not less than market
price at the issue date. The Board of Directors can determine that the payment
of new shares or convertible debt instruments can be made in other values than
cash.
The current share capital of the Company amounts to DKK 114,907,872. The share
capital is fully paid up and divided into shares of nominal value DKK 3.00 or
multiples hereof. Each share gives one vote.
Admission to the Annual General Meeting is conditional on the presentation of
an admission card, which can be obtained by written request to the BioPorto
office no later than 5 days before the Meet-ing, i.e. before March 27, 2009,
3:00 p.m. Shareholders who do not expect to attend the Annual Gen-eral Meeting
can vote by proxy by authorizing the Board of Directors or an assigned
participant at the meeting.
Admission cards and proxy forms are issued only to registered shareholders or
shareholders who can document their holding (e.g. by means of a deposit
transcript not more than 8 days old). If a share-holder wishes to bring an
adviser, an admission card for the named adviser must obtained from the Company
within the same time limit.
For shares acquired by transfer, the right to vote is contingent on the
stockholder having had the shares listed in the share register or having
registered and documented his share acquisition in the data information system
of the Danish Commerce and Companies Agency by not later than the date of
convening the general meeting.
