July 12, 2019
Announcement no. 13
NOTICE CONVENING THE EXTRAORDINARY GENERAL MEETING
The Board of Directors hereby convenes an Extraordinary General Meeting of BioPorto A / S (the “Company”):
August 15, 2019, at 2.00 pm (CET),
At the Company’s address
Tuborg Havnevej 15, st., DK-2900 Hellerup
(Parking in Waterfront Shopping)
AGENDA:
1. ELECTION OF TWO NEW MEMBERS TO THE BOARD OF DIRECTORS
The Board of Directors proposes election of the following two new board members:
1. Christopher Lindop, and
2. Michael S. Singer.
The background and other management positions of each candidate are described below. Both candidates are considered independent in accordance with the Danish Recommendations on Corporate Governance. The competency profile for the entire Board of Directors is available at the Company’s website, www.bioporto.com.
Christopher Lindop (born 1957, American citizen)
Christopher Lindop qualified as a CA and CPA and was previously a partner with Arthur Andersen and E&Y. In 2003, Christopher Lindop took the position as Chief Financial Officer (CFO) in Inverness Medical Ltd., before he became CFO and EVP Business Development at Haemonetics Corporation Ltd. (HAE) in 2007. Since 2017, Christopher Lindop has been CFO at Quotient Limited (QTNT). From 2007 until 2018 Mr. Lindop was a member of the board of directors of Parexel International (PRXL) where he served as Chairman of the Audit Committee and member of the Nominating and Governance Committee. He has considerable experience in management of US listed health care and diagnostic companies and within finance and reporting, corporate governance, mergers & acquisitions, funding and strategy development and execution.
Michael S. Singer (born 1973, American citizen)
Michael S. Singer has since 2016 served as Chief Scientific Officer (CSO) and co-founder of Cartesian Therapeutics, Inc., a US biotech company with clinical candidates for novel immunotherapies to cure cancer. Before this he was co-founder and CSO of Topokine Therapeutics, Inc. where he was responsible for pre-clinical and clinical development of the company’s topical medicine candidates for fat reduction. Topokine was sold to Allergan in 2016. Early in his career, Michael S. Singer was a physician and surgeon, among other places at Brigham and Women’s Hospital in Boston, MA, before in the period 2006-2012 founding and divesting Health Honors Corporation and leading Translational Medicine at Novartis Institutes for Biomedical Research as a director. Michael S. Singer possess significant experience and skills in designing and executing pre-clinical and clinical development processes in biotech and health care companies. He is MD cum laude and Ph.D. (neurosciences) from Yale University, CT.
2. ANY OTHER BUSINESS
For access to Full Notice, Registration Form and Proxy - and Vote by Correspondence see the below link.
ADOPTION REQUIREMENTS
The proposal may be adopted by simple majority.
SHARE CAPITAL AND VOTING
At the time of convening, the share capital of the Company amounts to DKK 174,944,375. 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 174,944,375 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 are available on the Company’s website, www.bioporto.com. Until and including the day before the general meeting, shareholders may address questions regarding the agenda or documents for the general meeting to the Company in writing.
RECORD DATE
The right of a shareholder to attend the 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 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 August 8, 2019.
ADMISSION CARD
Request for admission cards must be no later than August 9, 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 “Extraordinary 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 general meeting upon presentation of appropriate ID.
Voting forms will be handed out at the entrance of the general meeting.
PROXY
Shareholders may submit a proxy to the Board of Directors or to a person designated by the shareholder participating in the general meeting.
The proxy must be received by the Company no later than August 9, 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 “Extraordinary General Meeting”.
Admission cards to shareholders’ advisers or administrators must also be obtained within the deadline 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 August 12, 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 “Extraordinary General Meeting”.
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
BIOPORTO A/S
Contact:
Karen Stendal, Legal Counsel
Telephone + 45 29 00 00, 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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