04: Annual General Meeting
March 12 2008
Summoning of Annual General Meeting
The Annual General Meeting of Shareholders of BioPorto A/S will be held on
Friday, March 28, 2008, at 10:00 a.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 2007 with annual accounts endorsed by Management and Auditor, including proposal for the use of profit or coverage of deficit and for the remuneration of the Board of Directors and Executive Management, for approval;
3.Proposals from the Board of Directors, for approval:
a.Proposal for merging class A and class B shares into a single class;
b.Proposal for a more explicit formulation of article 8 of the Company Articles on exercising the right to vote, to ensure that double voting cannot occur;
c.Proposal of guidelines for the incentive-based remuneration of the Board of Directors and Executive Management, for insertion into article 16 of the Company Articles;
d.Proposal for the authorization of the Board of Directors to issue, on one or more occasions, a number of warrants for shares of nominal value DKK 3.00 corresponding to a maximum of 5% of the Company’s nominal share capital at any given time;
e.Proposal to authorize the Board of Directors to repurchase the Company’s own shares;
Proposal for additional minor amendments to the Company Articles;
4.Election of board members and possibly deputy members;
All board members are up for election; the Board of Directors proposes the re-election of all current board members, i.e. Carsten Lønfeldt, Ejner Bech Jensen, Peter Nordkild and Niels T. Foged;
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.
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. Please direct any questions regarding dividend and shareholders’ exercise of financial rights to Fionia Bank A/S · Vestre Stationsvej 7 · DK-5100 Odense C, Denmark. 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 3 days before the Meeting, i.e. before March 25, 2007, 1:00 p.m. Admission cards 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 shareholder wishes to bring an adviser, an admission card for the named adviser must obtained from the Company within the same time limit.