06: Development of Annual General Meeting
April 17 2012
Announcement no. 06
Development of Annual General Meeting
The Annual General Meeting was held in accordance with the published agenda (announcement dated March 22, 2012).
The General Meeting took note of the report on the Company’s activities and adopted the Annual Report 2011. Also, the General Meeting adopted the proposed decision on use of profit/loss.
The board fee for 2012 was approved.
All board members were up for election. Carsten Lønfeldt, Peter Nordkild, Niels T. Foged and Marianne Weile were re-elected. After the meeting the Board constituted itself with Carsten Lønfeldt as chairman.
Deloitte was re-elected auditor for BioPorto A/S.
All proposals from the Board of Directors in the agenda’s item 6 were carried:
- The board is authorized for a period of 18 months after the Annual General Meeting to let the company buy back its own shares up to 10% of the then remaining shares
- The authorization in article § 16 to increase the share capital is adjusted according to the Danish Business Authority's new practice, so that the authority is divided into two authorizations to increase share capital with and without pre-emption rights for existing shareholders. In addition, the authorizations are extended to 17 April 2017, with a maximum increase of DKK 80 million corresponding to the balance under the current authorization.
- The authorization in article § 17 to issue convertible debt instruments capital is adjusted according to the Danish Business Authority's new practice, so that the authority is divided into two authorizations to issue convertible debt instruments with and without preemptive rights for existing shareholders. In addition, the authorizations are extended to March 31 2017, with a maximum increase of DKK 36.050.000 corresponding to the balance under the current authorization.
- Changes to the Company Articles
- Article 6, paragraph 3: The provision is deleted, so that shareholders and others who have requested to receive material relating to the general meeting, no longer need to renew the application every 3 years.
- Article 7, paragraph 2: The provision is adapted so that it follows the wording of the Companies Act § 84
- Article 8, paragraph 3: The wording is modernized and that the consideration of proposals from the board and shareholders, including a proposal authorizing the Company to acquire own shares, will be on the agenda for each AGM
- Article 12, paragraph 4: It is apparentthat the General Meeting determines the remuneration of all board members, including any employee representatives
Gentofte, April 17, 2012
The Board of Directors