Notice Convening the Annual General Meeting
April 6,
2022
Announcement no.
8
NOTICE CONVENING THE ANNUAL GENERAL MEETING
The Board of Directors hereby convenes the Annual General
Meeting of BioPorto A/S (the “Company”):
April
28,
2022, at
1.00 pm
(CEST)
AGENDA:
1) RESOLUTION
TO CONDUCT THE GENERAL MEETING IN ENGLISH
The Board of Directors proposes that the general
meeting be conducted in English without simultaneous translation
into Danish. The proposal reflects that the Company’s executive
management and a majority of the board members are native English
speakers. At the meeting, shareholders will still be permitted to
speak and submit questions in Danish.
2) REPORT
ON 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.
3) 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 2021, including the proposal that this year’s
results be brought forward, is approved.
4) 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.
5) PRESENTATION
OF THE REMUNERATION REPORT FOR AN ADVISORY VOTE
The Board of Directors proposes that the
Company’s Remuneration Report for the financial year 2021 be
approved by advisory vote.
The Remuneration Report 2021 covers remuneration
for the financial year 2021 awarded to members of the Company’s
Board of Directors and Executive Management.
The Remuneration Report 2021 is available on the
Company’s website.
6) APPROVAL
OF REMUNERATION FOR THE BOARD OF DIRECTORS AND
AMENDMENT OF REMUNERATION POLICY
The Board of Directors proposes that
remuneration for the Board of Directors for the financial year 2022
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 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 remuneration 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
committees1.
The proposed fees mentioned above are unchanged
from 2021.
The Board of Directors further proposes that in
respect of board members that are not Danish tax residents, the
Company may pay contribution to achieve tax equalization whereby
the relevant board members are placed as if they were taxed only in
the jurisdiction where they are tax resident.
It is proposed that the Company’s Remuneration
Policy be amended accordingly (as reflected in attached Annex
1).
Finally, in addition to remuneration as board
member, Peter Mørch Eriksen, will in 2022 receive an aggregate
amount of DKK 300,000 for consulting services (via his wholly-owned
legal entity, PME Holding ApS).
7) ELECTION
OF MEMBERS TO THE BOARD OF DIRECTORS
According to the Articles of Association, all
members of the Board of Directors are up for election at each
year’s annual general meeting. The Board of Directors proposes
re-election of the following board members: Christopher Lindop,
John Patrick McDonough, Jan Leth Christensen, Peter Mørch Eriksen,
Michael S. Singer and Donnie M. Hardison.
The background of each candidate is described
below and information on the current board members’ management
positions is also included in the annual report for 2021. All
candidates, except Peter Mørch Eriksen, are considered independent
according to the Danish Corporate Governance Recommendations. Peter
Mørch Eriksen is considered non-independent due to his former
position as CEO of the Company.
Christopher Lindop
(born 1957, British and American
nationality)Christopher James Lindop has been a
member of the Board of Directors of the Company since 2019 and
became chairman in 2021. Christopher James Lindop qualified as a
chartered accountant and certified public accountant and was
previously a partner with Arthur Andersen LLP and Ernst & Young
LLP. He took the position as Chief Financial Officer of Inverness
Medical Ltd., before being appointed Chief Financial Officer and
VP of Business Development at Haemonetics Corporation
Ltd. (HAE). Christopher James Lindop was Chief Financial Officer of
Quotient Limited (QTNT) until his retirement in May 2020.
Christopher James Lindop was also a member of the board of
directors of Parexel International (PRXL) where he served as
chairman of the audit committee and as a member of the nominating
and governance committee. As a result, he has considerable
experience in the management of U.S. listed health care and
diagnostic companies and within the functional areas of finance and
reporting, corporate governance, mergers & acquisitions, public
and private market financing and strategy development and
execution.
John McDonough (born
1959, American
nationality)
John Patrick McDonough has been a member of
BioPorto’s Board of Directors since 2021 and currently serves as
the deputy chairman. John McDonough previously served as President
and Chief Executive Officer, of T2 BioSystems, Inc., a diagnostics
company focused on the rapid detection of sepsis-causing pathogens.
John held several positions at Cytyc Corporation, a company focused
on women’s health, and ultimately served as president of Cytyc
Development Corporation. He also led the efforts that resulted in
Cytyc’s acquisition by Hologic Inc. for over $6 billion. John
McDonough is currently a member of the board of directors at Solace
Therapeutics and Cytrellis Biosystems. He earned his undergraduate
degree in business from Stonehill College.
Michael S. Singer (born 1973,
American nationality)
Michael Scott Singer has been a member of BioPorto’s
board of directors since 2019. He is currently Chief Scientific
Officer (CSO) and co-founder of Cartesian Therapeutics, Inc, a US
biotech company that develops RNA-modified cell therapies. Prior to
founding Cartesian, he was co-founder and CSO of two startups:
Topokine and HealthHonors. Dr. Singer previously served as
Director of Translational Medicine at the Novartis Institutes for
Biomedical Research. He is a licensed physician and has been
admitted to practice patent law. He serves as an adjunct professor
at the Yale University School of Medicine. Dr. Singer
completed residency at Harvard and holds a BS, MD, and PhD from
Yale University.
Don M. Hardison (born
1950, American
nationality)
Don Hardison has been a member of BioPorto’s
board of directors since 2021. Don Hardison most recently served as
President, Chief Executive Officer, and as a member of the board of
directors of Biotheranostics, Inc., an oncology-focused molecular
diagnostics company which was acquired by Hologic Inc. Prior to
Biotheranostics, he was the President and Chief Executive Officer
and Director of Good Start Genetics, a molecular diagnostics
company focused on reproductive health. Earlier in his career, he
held many executive and senior management positions at a number of
public companies including Laboratory Corporation of America and
Quest Diagnostics, the two largest US clinical laboratories; Exact
Sciences Corporation, a molecular diagnostics company; and
SmithKline Beecham Corporation, a pharmaceutical company. He
currently serves on the board of directors of publicly
held companies HTG Molecular and MdxHealth and several privately
held companies including Stemina Biomarker Discovery Inc., YourBio,
and Iquity, Inc. He also served on the board of directors of Exact
Sciences Corporation, through its initial public
offering. He received his Bachelor of Arts in Political
Science from the University of North Carolina, Chapel Hill.
Jan Leth Christensen (born 1963, Danish
nationality)
Jan Leth Christensen has been a member of
BioPorto’s board of directors since 2021. Jan Leth Christensen is
an attorney-at-law and is currently a board member and partner at
Lønberg & Leth Christensen Advokataktieselskab. He serves
as Chairman of Havnens Bygningsudlejnings A/S, Best Ejendomme
A/S, and Advokaternes Ejendomsadministration A/S, and is
also a member of the executive management and/or the board of
directors of several other companies and foundations. Jan Leth
Christensen holds a Master’s degree in Law from the University
of Copenhagen.
Peter Mørch Eriksen (born 1960, Danish
nationality)
Peter Mørch Eriksen has been a member of
BioPorto’s Board of Directors since 2021 and served as CEO of
BioPorto from 2013 – 2021. Peter Mørch Eriksen has spent more than
20 years in the MedTech/life science industries, including as CEO
of Sense A/S and VP of Medtronic. From these positions, Peter Mørch
Eriksen has extensive experience in creating growth, restructuring
and funding in technology-intensive and complex companies. Peter
Mørch Eriksen is an experienced leader with a record of business
within the medical device industry, and has broad experience
selling and developing medical devices for both small and large
MedTech companies. Peter Mørch Eriksen has an accounting
background, supplemented with management experience. He is chairman
of the board of directors in FluoGuide A/S, member of the Advisory
Board at Lund University Diabetes Centre, member of the Advisory
Board at the Medical Device and Diagnostics Advisory Committee of
Cincinnati Children’s Hospital Center in Cincinnati, Ohio (US) and
member of the executive management in PME Holding ApS.
8) 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.
9) PROPOSALS
FROM THE BOARD OF DIRECTORS
A) Proposal to
renew authorisations to increase
the share capital
To secure the basis for potential future
financing rounds, the Board of Directors proposes that the
authorisations in Article 16 of the Articles of Association to
increase the Company’s share capital with or without pre-emptive
rights be renewed. The proposed aggregate limit for pre-emptive
issues is adjusted pro rata to reflect the recent rights offering
to nominally DKK 125,000,000. For share issues without pre-emptive
rights, the limits are similarly adjusted pro rata to DKK
37,500,000 and an additional DKK 87,500,000 for offerings where the
new shares are admitted to trading on a stock exchange, etc. other
than Nasdaq Copenhagen (whether as a separate or dual listing
and/or in the form of depositary receipts or similar). It is
further proposed that the latter option may also be applied in case
of cross-border offerings to non-retail investors and in connection
with business combinations or strategic collaborations. The
authorisations shall further be subject to a similarly pro rata
adjusted aggregate maximum of DKK 150,000,000. The authorisations
will expire on the second anniversary of the general meeting.
Article 16 of the Articles of Association will consequently be
deleted and replaced by the following:
“Article 16a
The board of directors is authorised until April
28, 2024, to increase the share capital of the Company on one or
more occasions, with pre-emptive subscription rights for existing
shareholders, by up to nominally DKK 125,000,000 in total.
Article 16b
The board of directors is authorised until April
28, 2024, to increase the Company’s share capital on one or more
occasions, without pre-emptive subscription rights for existing
shareholders, by up to nominally DKK 37,500,000 and further by an
additional DKK 87,500,000 for offerings where the new shares are
either issued and admitted to trading on a stock exchange,
regulated market, multilateral trading facility or similar other
than Nasdaq Copenhagen (whether as a separate listing or as a dual
listing on such exchange, etc. and Nasdaq Copenhagen and whether in
the form of shares or depositary receipts or similar) or issued in
a cross-border offering to non-retail investors or in connection
with mergers, acquisitions or other business combinations and/or
strategic collaborations or partnerships. Any capital increase
pursuant to this authorisation shall be effected at market
price.
Article 16cA maximum of nominally DKK
150,000,000 shares can be issued by exercise of the authorisations
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, be registered in the
name of the holder and be paid in full. 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.”
B) Proposal
to authorise the Board of Directors to resolve
that general meetings may be held as either
partly or fully electronic
general meetings
In 2020 and 2021, various restrictions on
physical gatherings were imposed by authorities due to the COVID-19
pandemic. To ensure shareholders’ access to participate in future
general meetings irrespective of public restrictions or other
hindrances, it is proposed that the Board of Directors be
authorised to determine that a general meeting may be held as
either a partly or fully electronic general meeting.
Accordingly, the Board of Directors proposes to
include a new Article 6 in the Articles of Association with the
following wording:
“The board of directors may resolve, when it
deems it appropriate, that a general meeting be held as a partly or
fully electronic general meeting. In such case, shareholders will
be able to attend, express their opinion and vote at the general
meeting by electronic means, including through dedicated
internet-based solutions. Details on the procedures for electronic
attendance and participation, including technical and
identification requirements, will be made available, as
appropriate, on the company’s website and in the notice convening
the relevant general meeting”.
If the proposal is approved, the subsequent
articles in the Articles of Association will be renumbered.
C) Proposal to
authorise the Board of Directors to resolve that general meetings
may be conducted in English
As the Company’s principally use English in both
internal and external communication, the Board of Directors
proposes that the Company’s future general meetings may be
conducted in English, and that the documents prepared for the
general meetings may also be submitted in English.
As a result, it is proposed that Article 5 of
the Articles of Association be amended to include the
following:
“General meetings shall be conducted in Danish
or English as decided by the board of directors. Documents prepared
for the general meeting shall be in Danish or English as decided by
the board of directors or required by applicable law.”
D) Proposal to
include the name of the Company’s keeper of the
register of shareholders in the Articles of
Association
The Board of Directors proposes to include the
name of the Company’s keeper of the register of shareholders in the
Articles of Association.
As a result, it is proposed that Article 3 of
the Articles of Association be amended as follows:
“The Company’s shares are negotiable securities
and shall be registered in the name of holder in the Company’s
register of shareholders. The register is kept by Computershare
A/S, company registration no. 27088899.
The right to dividend, that has not been
withdrawn, becomes statute-barred in accordance with applicable
law.”
A copy of the revised Articles of Association
reflecting the amendments set out under agenda items 9A)-9D) is
attached as Annex 2.
E) Authorisation to
the chairman of the general meeting
The Board of Directors proposes that the general
meeting authorises the chairman of the general meeting, with a
right of substitution, to file the resolutions adopted with the
Danish Business Authority and to make any such amendments as the
Danish Business Authority may require in order to register or
approve the resolutions adopted.
10) ANY
OTHER BUSINESS
-O-
| ADOPTION
REQUIREMENTS |
Adoption of agenda items 9.A – 9.B and 9.D 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 334,693,005. 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 334,693,005 votes). |
| PRESENTATION OF
DOCUMENTS AHEAD OF THE
AGM |
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, the amended
Articles of Association, the amended Remuneration Policy, the
Remuneration Report and the audited annual report for 2021 are
available on the Company’s website, www.bioporto.com. |
| SUBMISSION OF QUESTIONS
AHEAD OF THE AGM |
Until and including the day before the Annual General Meeting,
shareholders may address questions regarding theagenda or documents
for the Annual General Meeting to the Company in writing.
Shareholders are kindly asked tosubmit question to the following
e-mail address: investor@bioporto.com. |
| 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
April
21,
2022. |
| ADMISSION CARD
|
Request for admission cards must be submitted no later
than April 22,
2022 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 April
22,
2022 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”.
|
| 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 April
25,
2022 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. |
1 Currently, the following committees have been established by
the Company: Audit Committee, Nomination Committee, Remuneration
Committee, Research and Development Committee and Business
Development Committee. Further information on the current
composition of the committees may be found on the Company’s
website
- 2022 04 06 - Announcement no. 8 - AGM notice
- Appendix 1 - AGM 2022 - Remuneration Policy
- Appendix 2 - AGM 2022 - Articles of Association of 28 April
2022
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