Notice Convening the Extraordinary General Meeting

2021-10-22 09:01:02

October 22, 2021

Announcement no. 18                

NOTICE CONVENING THE EXTRAORDINARY GENERAL MEETING

With reference to company announcement no. 16, the Board of Directors hereby convenes an Extraordinary General Meeting of BioPorto A / S (the “Company”):

November 15, 2021, at 3.00 pm (CET),

At the Company’s address
Tuborg Havnevej 15, st., DK-2900 Hellerup

(Parking available in nearby Waterfront Shopping Center)

AGENDA AND COMPLETE PROPOSALS:

1)      ELECTION OF A NEW MEMBER TO THE BOARD OF DIRECTORS

With reference to company announcement no. 16, the Board of Directors proposes election of Peter Mørch Eriksen as new member of the Board of Directors. Assuming Peter Mørch Eriksen is elected, Thomas Magnussen will resign from the Board of Directors following the extraordinary general meeting, where the Board of Directors also expects to appoint Christopher Lindop as new chairman of the Board of Directors.

Further information about Peter Mørch Eriksen:

Peter Mørch Eriksen (1960, Denmark),

Peter Mørch Eriksen has served as CEO of BioPorto since July 2013. He has spent more than 20 years in the MedTech/life science industries, including CEO of Sense A/S and VP of Medtronic. From these positions, Peter Mørch Eriksen brings extensive experience in creating growth, restructuring and funding in technology-intensive and complex companies. He 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. Current directorships in other companies:

  • Chairman of the Board of Directors 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)
  • Director in PME Holding ApS
  • Member of the Board of BioPorto Diagnostics A/S, BioPorto Inc., BioPorto Diagnostic Inc. and Veterinary Diagnostics A/S (will resign from these positions following his election as board member of BioPorto A/S)

Due to his position as CEO of BioPorto A/S, Peter Mørch Eriksen will be considered non-independent under the criteria defined by the Danish Committee on Corporate Governance.

2)      PROPOSAL TO RENEW AUTHORIZATION TO ISSUE WARRANTS

Due to recent changes in key leadership positions in the Company and the consequent issuance, exercise and/or lapsing of warrants, the combined total of outstanding and authorized warrants will in the near term be substantially reduced. To secure the Company’s ability to continue to attract and retain highly qualified employees and members of management, the Board of Directors proposes that the authorization in articles 17a of the Articles of Association be increased by 10,000,000 to 20,000,000 warrants, provided that the authorization remain subject to the existing limitation that the aggregate number of outstanding warrants shall not exceed the equivalent of 10% of the Company’s share capital from time to time. The authorization will further remain subject to other existing terms and conditions, including the expiration date of 29 April 2023.

Article 17a of the Articles of Association will consequently be deleted and replaced by the following:

“Until 29 April 2023, the board of directors is authorized to issue warrants, on one or more occasions, entitling the holder(s) to subscribe for up to nominally DKK 20.000.000 of the share capital of the Company. In no event shall the aggregate number of outstanding warrants issued by the Company allow for the issuance of shares representing more than 10% of the Company’s share capital from time to time. The new warrants may be issued to employees and the executive management of the Company or its subsidiaries and thus without pre-emptive rights for existing shareholders.

Issued warrants, that lapse unused or are returned to the Company, may be re-issued or re-used, subject always to the above limitations and provided that the exercise price shall equal the market price of the Company’s shares at the time the warrants are re-issued or re-used. The board of directors determines the detailed terms for warrants, including terms for the exercise of warrants. Potential performance requirements for the exercise of warrants (KPI’s) will be determined by the board of directors at the time of grant. Performance requirements, including the deadline for such requirements to be satisfied, can be amended only with the unanimous approval of the board of directors.

The board of directors is authorized to decide on the capital increases by cash payment pertaining to the warrants. All new shares shall be negotiable securities, shall have the same rights as the other shares and shall entitle the holder to dividends and other rights in the Company from the time determined by the board of directors when adopting the decision to increase the share capital. The new shares shall be paid in full, registered in the name of the holder and 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 authorization.”

In case any warrants are issued after the convening notice but prior to the general meeting, the proposed authorization will be reduced accordingly.

The grant and subsequent issue of warrants is at all times subject to the Company’s Remuneration Policy and the terms and conditions set out in the Articles of Association, which are available on the Company’s website, www.bioporto.com. A mark-up of the Articles of Association is also attached as appendix 1 to this notice.

3)      AUTHORISATION TO THE CHAIRMAN OF THE GENERAL MEETING

The Board of Directors proposes that the general meeting authorizes the chairman of the general meeting, with a right of substitution, to file the resolutions adopted with the Danish Business Authority and to make such amendments as the Danish Business Authority may require in order to register or approve the resolutions adopted.

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ADOPTION REQUIREMENTS

 
Adoption of agenda item 2 require 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 a simple majority.
SHARE CAPITAL AND VOTING At the time of convening, the share capital of the Company amounts to DKK 267.754.404. 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 267.754.404 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 and the amended Articles of Association 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 November 8, 2021.
ADMISSION CARD

 
Request for admission cards must be no later than November 11, 2021 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 November 11, 2021 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 CORRESPONDENCEShareholders may vote by correspondence prior to the general meeting.

 

Votes by correspondence must be received by the Company no later than November 12, 2021 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”.
 
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.

 

 

APPENDIX 1

ARTICLES OF ASSOCIATION OF BIOPORTO A/S

ARTICLES OF ASSOCIATION
for
BioPorto A/S

Company reg. no.: 17 50 03 17

Company name and object

Article 1

The Company’s name is BioPorto A/S.

The object of the Company is to establish and take part in industrial, commercial and/or leasing activities or other business activities, including the purchase, sale and operation of real estate and to operate an enterprise as a holding company.

Capital and shares

Article 2

The share capital of the Company is nominally DKK 267,754,404.

The share capital has been paid in full and divided into shares of nominally DKK 1.00 or multiples thereof.

No shareholder is obliged to have his shares redeemed in full or in part.

The shares are freely negotiable.

Article 3

The Company’s shares are negotiable securities and shall be registered in the name of the holder.

The right to dividend, that has not been withdrawn, becomes statute-barred in accordance with applicable law.

Cancellation

Article 4

Lost shares, bearer scrips, subscription and share certificates, coupons and talons may be cancelled without obtaining judgment in accordance with applicable law in force from time to time.

General meeting

Article 5

The general meeting is the Company’s highest authority and is to be convened as determined by the board of directors at a suitable location within Denmark.

The annual general meeting shall be   held each year   in sufficient time   for   the   audited and approved annual report to be received by the Danish Business Authority before the expiry of the deadline stipulated in the Danish Financial Statements Act.

Extraordinary general meetings shall be convened by the board of directors:

  1. following a decision by the general meeting;

  2. when this is deemed expedient by the board of directors or an auditor; or

  3. following a request by shareholders jointly holding one-twentieth (1/20) of the share capital.

A request of this nature shall be submitted in writing to the board of directors and must be accompanied by a written proposal.

An extraordinary general meeting must be convened not later than fourteen (14) days after the request has been submitted.

Article 6

General meetings shall be convened by the board of directors by announcement on the Company’s website and by notice to shareholders, who have so requested, giving at least three (3) weeks’ and at most five (5) weeks’ notice.

The notice convening the general meeting shall include the agenda of the general meeting and such other information as the law prescribes.

For a period of three (3) weeks before each general meeting and up to and including the day of the general meeting a copy of the convening and the agenda, complete proposals, documents presented at the meeting, information on voting and capital structure at the time of the notice and forms for submission of proxy and postal votes will be available from the Company's website.

Shareholders are entitled to have particular business transacted at the general meeting. Proposals for the annual general meeting shall be submitted in writing to the board of directors no later than six (6) weeks prior to the general meeting. If the proposal is received after the deadline, the board of directors decides whether the proposal is submitted in time for the business to be included in the agenda.

Article 7

Each share amount of DKK 1.00 carries one (1) vote.

The right of a shareholder to attend a general meeting and to vote is determined relative to the shares held by the shareholder at the record date. The record date is one (1) week before the general meeting. The shares held by each shareholder and voting rights at the record date are calculated on the basis of registration of the shareholders' ownership in the register of shareholders and notifications about ownership received by the Company for entry into the register of shareholders.

Any shareholder entitled to attend the general meeting as referred to above, and who wish to attend the general meeting shall within three (3) days before the meeting notify the Company of his/her attendance.

Shareholders may appear in person or by proxy, and both the shareholder and the proxy holder can attend with an advisor. Voting rights can be exercised by proxy. A proxy may be revoked at any time. Revocation must be in writing and can be effected by contacting the   Company. Any shareholder entitled to attend the general meeting as referred to above may also vote by regular mail. Votes by regular mail must be made in writing and be received by the Company no later than three (3) days prior to the general meeting.

Article 8

The board of directors elects a chairman to preside over the general meeting. The chairman shall decide on matters relating to the business to be transacted.

The agenda of the annual general meeting shall include:

  1. Report on the Company’s activities during the preceding year.

  2. Presentation of the annual report for adoption, including a resolution regarding the allocation of profit or covering loss, and decision on discharge of the board of directors and the management.

  3. Presentation of and advisory vote on the Remuneration Report.

  4. Approval of remuneration for the board of directors.

  5. Proposals from the board of directors or shareholders, including proposals to authorise the Company to repurchase own shares.

  6. Election of members of the board of directors and any alternates.

  7. Election of auditor and any alternates.

  8. Any other business.

Article 9

All business transacted at the general meeting shall be determined by a simple majority of votes unless otherwise provided for in legislation or these Articles of Association.

Communication

Article 10

All communication from the Company to the shareholders in accordance with the Articles of Association, the Danish Companies Act or legislation governing securities markets, including the convening of general meetings, can be done electronically by email, The Company may at any time choose to communicate by regular mail as an alternative or in addition to email. General notices are made available on the Company’s website and in such other manner as may be prescribed by law. Communication from shareholders to the Company can be done by email.

The Company must request from the registered shareholders an email address to which notices, etc. can be sent. It is the shareholder's responsibility to ensure that the Company has the correct email address at all times.

Detailed information on the requirements for the systems used and the procedures for electronic communications can be found on the Company’s website.

The Company prepares and submits annual reports and interim reports in English. Furthermore, the Company prepares and publishes its company announcements in English.

Management and board of directors

Article 11

The board of directors shall consist of three (3) to seven (7) members appointed by the general meeting and of employee representatives in accordance with applicable law. The general meeting may elect up to two (2) alternating directors.

The members of the board of directors shall be elected for a period of one (1) year at a time. The employee representatives shall be elected for a period of four (4) years at a time.

The board of directors constitutes itself.

Article 12

The board of directors is responsible for the overall management of the Company’s business.

The board of directors may appoint an executive committee which attends to such tasks on behalf of the board of directors as have been assigned to the committee by the board of directors.

The board of directors shall appoint one or more executive managers to be in charge of the day- to-day operations.

Board members shall be remunerated with a fee that is determined by the board of the directors and approved by the general meeting.

Authorisation to bind the Company

Article 13

The Company is bound by the signatures of a majority of the board of directors, by the signatures of one (1) executive manager and the chairman of the board of directors jointly or by the signatures of two (2) executive managers.

Auditors

Article 14

Every year, the general meeting elects for one (1) year at a time up to two (2) auditors, one (1) of whom shall be a state authorised public accountant.

The fee to the auditor shall be approved by the board of directors.

Financial statements

Article 15

The Company’s accounting year is the calendar year.

Capital increases, etc.

Article 16

Increase of the share capital

Article 16a

The board of directors is authorised until April 29, 2023, 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 100,000,000 in total.

Article 16b

The board of directors is authorised until April 29, 2023, 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 30,000,000 and further by an additional DKK 70,000,000 for offerings where the new shares are 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), provided in each case that any capital increase pursuant to this authorisation shall be effected at market price.

Article 16c

A maximum of nominally DKK 120,000,000 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 authorized to amend the Articles of Association as required following exercise of this authorization.

Article 17

Warrants

Article 17 a

Until 29 April 2023, the board of directors is authorized to issue warrants, on one or more occasions, entitling the holder(s) to subscribe for up to nominally DKK 20.000.0001 of the share capital of the Company. In no event shall the aggregate number of outstanding warrants issued by the Company allow for the issuance of shares representing more than 10% of the Company’s share capital from time to time. The new warrants may be issued to employees and the executive management of the Company or its subsidiaries and thus without pre-emptive rights for existing shareholders.

Issued warrants, that lapse unused or are returned to the Company, may be re-issued or re-used, subject always to the above limitations and provided that the exercise price shall equal the market price of the Company’s shares at the time the warrants are re-issued or re-used. The board of directors determines the detailed terms for warrants, including terms for the exercise of warrants. Potential performance requirements for the exercise of warrants (KPI’s) will be determined by the board of directors at the time of grant. Performance requirements, including the deadline for such requirements to be satisfied, can be amended only with the unanimous approval of the board of directors.

The board of directors is authorized to decide on the capital increases by cash payment pertaining to the warrants. All new shares shall be negotiable securities, shall have the same rights as the other shares and shall entitle the holder to dividends and other rights in the Company from the time determined by the board of directors when adopting the decision to increase the share capital. The new shares shall be paid in full, registered in the name of the holder and 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 authorization.

Article 17 b

In accordance with authorisations previously approved by the general meeting, the Company’s board of directors has by decisions of April 8, 2016, April 3, 2017, June 15, 2018, August 20, 2018, December 20, 2018, April 15, 2019, August 15, 2019, December 30, 2019, May 11, 2020 and February 10, 2021 issued warrants that permit subscription of a total of 19,032,500 new shares for the executive management and certain employees in the Company or its subsidiaries. At the same time, the board of directors has passed a resolution regarding the associated capital increases of a minimum of nominally DKK 1.00 and maximum DKK 19,032,500. The terms and conditions of the warrants and the associated capital increases are specified in Appendix 1 and constitute an integrated part of these Articles of Association.

As of 8 April 2021, a total of 1,172,500 of the abovementioned warrants have been exercised, which has resulted in a total increase of the Company’s share capital of nominally DKK 1,172,500.

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Updated on the following dates: November 4, 2002; January 9, 2004; January 30, 2004; February 5, 2004; April 5, 2004; September 28, 2004; April 27, 2005; June 1, 2005; September 1, 2005; October 11, 2005; July 12, 2006; June 20, 2007, March 28, 2008; March 31, 2008; April 1, 2009; April 16, 2009; April 24 2009; September 25, 2009 in accordance with the authority of the board of directors from August 25, 2009, April 20, 2010 and September 9, 2010 in accordance with the authority of the board of directors from August 26, 2010, April 7, 2011, April 8 in accordance with the authority of the board of directors from March 31, 2008, April 8, 2011 in accordance with the authority of the board of directors from August 26, 2010, September 14 2011 in accordance with the authority of the board of directors from September 14 2011, at the Company’s AGM of April 17, 2012, December 3, 2012 in accordance with the authority of the board of directors from December 3, 2012, on the Company’s AGM of April 16, 2013, on May 21, 2013 in accordance with the decision of the annual general meeting on April 16, 2013, on September 12, 2013 in accordance with the authority of the board of directors from August 16, 2013, on September 23, 2013 following redemption of convertible debt instruments, on the Company’s AGM on April 10, 2014, April 10, 2015 in accordance with the authority of the board of directors from April 10 2015; August 31, 2015 in accordance with the authority of the board of directors from August 31 2015; April 8, 2016, on the Company’s AGM on April 14 2016, by decision of the board of directors on August 3, 2016, by decision of the board of directors on November 11, 2016, by decision of the board of directors on April 3, 2017, on the Company’s AGM on April 21, 2017, by decision of the board of directors on October 27, 2017, on the Company’s AGM on April 13, 2018 by decision of the board of directors on June 15, 2018, by decision of the board of directors on August 20, 2018, by decision of the board of directors on November 11, 2018, by decision of the board of directors on December 20, 2018, on the Company’s AGM on March 18, 2019, by decision of the board of directors on April 15, 2019, by decision of the board of directors on June 17, 2019, by the decision of the board of directors on August 15, 2019, by the decision of the board of directors on December 30, 2019, by the decision of the board of directors on March 16, 2020, on the Company’s AGM on April 14 2020, by the decision of the board of directors on May 11, 2020, by the decision of the board of directors on August 19, 2020, by the decision of the board of directors on September 25, 2020, by decision of the board of directors on 10 February 2021, by decision of the board of directors on 8 April 2021, on the Company’s AGM on April 29, 2021 and on the Company’s EGM on November 15, 2021.

This is an unauthorised translation of the Companys Articles of Association from Danish to English. In the event of any discrepancies, the Danish version of the Articles of Association shall prevail.

Appendix 1

This Appendix 1 is prepared in accordance with Articles 17a and 17b of the Articles of Association.

INCENTIVE WARRANTS – TERMS AND CONDITIONS

1       BASIS FOR ALLOTMENT OF WARRANTS
1.1       On April 8, 2016 the board of directors of BioPorto A/S (the “Company”) passed a resolution to establish this warrant program (“Warrant Program”), according to which the board of directors may allot warrants to certain members of management and employees in the Company or its subsidiaries (the “Group”).

1.2       Warrants issued under the Warrant Program are subject to the terms and conditions set out in this appendix and the additional terms set out in the warrant agreement that will be entered into with the individual beneficiary upon allotment. Such beneficiary will in the following be referred to as the “Beneficiary”.

1.3       Annex 1.3 contains a list of warrants issued under the Warrant Program, including the date of allotment, the subscription price, the exercise period and any potential special terms.

2       Allotment of warrants
2.1       Warrants are allotted at the discretion of the board of directors and are allotted (subscribed for) by entering into a warrant agreement with the individual Beneficiary.

2.2       Allotment is free or against payment fixed by the board of directors.

2.3       Each warrant carries the right to subscribe for one share in the Company on the specific terms and conditions set out in this appendix.

2.4       Upon allocation of warrants, the Company's board of directors decide that warrants shall lapse if specified performance requirements are not met. Such performance requirements and terms regarding annulment of warrants are set out in appendix 1.3.

3       Exercise price
3.1       The exercise price is the price per share payable by the Beneficiary upon exercising a warrant (the “Exercise Price”). The Exercise Price is fixed by the board of directors upon allotment.

3.2       The Exercise Price may in certain cases be adjusted as set out in clause 5 below.

4       Exercise
4.1       Exercise period

4.1.1       The exercise of warrants can solely take place in the period fixed by the board of directors upon allotment (the “Exercise Period”).

4.1.2       During the Exercise Period, warrants may be exercised only within the ordinary trade windows stipulated from time to time in the Company’s internal rules governing the trading of the Company’s shares in connection with the publication of the annual report or interim reports.

4.1.3       Warrants that have not been exercised on or before the last day in the Exercise Period will lapse without notice and without compensation or other consideration to the Beneficiary.

4.1.4       Regardless of the provisions set out in clauses 4.1.1 – 4.1.3, warrants may be exercised by extraordinary exercise of warrants as set out in clause 5 below.

4.2       Procedure for exercise of warrants

4.2.5       If the Beneficiary wishes to exercise his or her warrants, the Beneficiary must notify the Company hereof in writing. The notification must be signed by the Beneficiary and must contain a statement including the number of warrants, which the Beneficiary wishes to exercise and information regarding the Beneficiary's VP deposit account.

4.2.6       The notification must be received by the Company not later than at 12 noon (Danish time) on the last day of the Exercise Period.

4.2.7       The Company will subsequently instruct the Beneficiary of the practical arrangements in respect of the exercise and will fix a time limit of at least three (3) working days for the payment of the subscription price. If the Beneficiary does not comply with the Company’s instructions, the Company may deem the request for exercise as lapsed.

4.2.8       The new shares will be issued as soon as practically possible, however, no later than fifty (50) days after the Company received the request for exercise.

4.2.9       Instead of issuing shares to the Beneficiary, the Company may choose to settle the balance between the Exercise Price and the official listing price of the Company’s shares at Nasdaq Copenhagen on the date of the Beneficiary’s exercise of the warrants, cf. clause 4.2.1. The balance is paid in cash to an account designated by the Beneficiary no later than fifty (50) days after the Company received the request for exercise in compliance with clause 4.2.1.

4.2.10       The Beneficiary’s exercise of warrants and the subsequent shareholding is subject to the rules applicable from time to time for shares admitted to trading in a regulated market, including the rules on insider trading.

5       Extraordinary exercise of warrants
5.1       Warrants may – outside the periods set out in clause 4.1 – be exercised in the following extraordinary situations:

(a)    A third party’s submission of a voluntary or mandatory take-over bid for the shares in the Company pursuant to section 45 and 47 of the Danish Capital Markets Act (in Danish: Lov om kapitalmarkeder);

(b)    The general meeting’s resolution to liquidate the Company;

(c)    The general meeting’s resolution to delist the Company;

(d)    The Company’s sale of all its activities or licensing of all material rights;

(e)    Certain cases of merger or demerger as set out in clause 6 and 7; and

(f)    A third party’s compulsory redemption of the shareholders in the Company.

Items (a) – (f) are in the following referred to as an “Exercise Event”.

5.2       In case of an Exercise Event, the Company must notify the Beneficiary in writing of the possibility of extraordinary exercise of warrants. The notification must to the widest extent possible be provided in reasonable time within the completion of the Exercise Event. The board of directors may decide that the exercise of warrants is subject to or commences immediately prior to the completion of the Exercise Event.

5.3       The notification must state a time limit, which – if practically possible – must be at least two (2) weeks, within which the Beneficiary must notify the Company in writing as to whether the Beneficiary wishes to exercise the warrants, fully or partially.

5.4       Warrants that are not exercised within the stipulated time limit will lapse without compensation or consideration for the Beneficiary, unless the board of directors decide otherwise.

5.5       The provisions set out in clause 4.2 shall apply correspondingly, including clause 4.2.5 concerning balance settlement, however, the balance will be calculated on the basis of the value of the share upon the completion of the Exercise Event.

6       Merger
6.1       In the event that the Company’s general meeting adopts a resolution to merge with one or more companies, with the Company as the surviving company, the warrants will remain unchanged.

6.2       In the event that the Company’s general meeting adopts a resolution to merge with one or more companies, with the Company as the non-surviving company, the Company's board of directors is entitled (i) to pass a resolution as to the merger constituting an Exercise Event, cf. clause 5.1, in respect of some or all warrants, and/or (ii) to establish a share-based program in the surviving company as substitution for some or all of the warrants, provided that the economic value for the Beneficiary of the new warrants and any dividend received for existing warrants (except for any potential tax) must to the widest extent possible correspond to the value of the Beneficiary’s warrants under the applicable terms.

6.3       A contribution in-kind of all the Company’s shares into another company against shares in such company shall be considered a merger, with the Company as the non-surviving company, and clause 6.2 shall apply correspondingly.

7       Demerger
7.1       In the event that the Company’s general meeting adopts a resolution to demerge the Company, regardless of whether the Company is liquidated in connection with the demerger, the board of directors of the Company is entitled (i) to pass a resolution as to the demerger constituting an Exercise Event, cf. clause 5.1, in respect of some or all warrants, and/or (ii) to carry through an adjustment pursuant to clause 9 of some or all of the warrants, in respect of the value that has been distributed to the shareholders and/or (iii) establish a share-based program in the surviving company/companies as substitution for some or all warrants, provided that the economic value for the Beneficiary of any continuing and/or new warrants and any dividend/any adjustment received for existing warrants (except for any potential tax) to the widest extent possible must correspond to the value of the Beneficiary’s warrants under these terms and conditions.

8       Termination of the Beneficiary’s employment with the Company
8.1       If the Beneficiary is a Good Leaver (as defined below), the Beneficiary will keep the warrants under unchanged terms and the right to exercise the warrants on the terms and conditions applicable to the warrants in question.

8.2       If the Beneficiary is a Bad Leaver (as defined below), the Beneficiary’s warrants will lapse without compensation and without notice upon termination of the employment, unless the board of directors of the Company specifically and no later than upon the termination of the employment decides otherwise.

8.3       The Beneficiary is considered a” Good Leaver”, if (i) the Company (or a subsidiary) dismisses the Beneficiary from employment with the Company (or the subsidiary) without just cause, or if the Beneficiary has been summarily dismissed without justification, or (ii) the Beneficiary gives notice of termination due to the Company’s (or the subsidiary’s) fundamental breach of the employment. If a Good Leaver becomes a Bad Leaver, the provisions in clause 8.2 will apply.

8.4       The Beneficiary is a” Bad Leaver” if (i) the Beneficiary gives notice of termination not caused by the Company’s fundamental breach of the employment, or (ii) the Company terminates the employment, summarily dismisses the Beneficiary or otherwise terminates the employment, due to the Beneficiary’s breach of the employment.

8.5       Upon the Beneficiary’s death, the warrants will lapse without compensation and without notice, unless the board of directors of the Company decide that the estate can receive and exercise the warrants on the terms and conditions applicable to the warrants in question, cf. clause 10.1.

8.6       Upon age-related retirement or upon termination of the employment due to permanent disability, the Beneficiary will keep the warrants under unchanged terms and will be able to keep and exercise the warrants under the terms and conditions applicable to the warrants in question.

8.7       Upon allocation of warrants, the Company's board of directors decide that section 8.1 to 8.6, cf. above, shall warrants shall be deviated in respect of such allocation. A deviation shall appear in appendix 1.3 under “Special terms”.

9       Adjustment of the Exercise Price or the number of shares
9.1       If the Company’s capital structure is modified in a way which implies a reduction or an increase of the value of the allotted warrants, an adjustment of the Exercise Price and/or the number of shares, which may be subscribed for when exercising warrants (the “Number of Shares”), must be made, so that the value of the warrants remains unaffected by the modification, with the hereto mentioned exceptions.

9.2       Adjustment of the Exercise Price and/or the Number of Shares must take place, inter alia, if the following events occur before the Beneficiary has exercised the warrants with the exceptions and modifications set out in clauses 9.3 and 9.4 below:

(a)    the Company’s issue of bonus shares;

(b)    increase of the Company’s share capital at a price, which is lower than the market price, except in case of a rights issue;

(c)    modification of the nominal amount of the Company’s shares without modifying the Company’s share capital respectively;

(d)    payment of dividend after divestment or licensing of a material part of the Company’s or the subsidiary's assets, where the assets or the remuneration for the assets constitute more than 20% of the Company’s book value;

(e)    reduction of the Company’s share capital by payment to the shareholders at a different price than the market price or a reduction of the Company’s share capital for the covering of losses,

(f)    Other situations where the Company’s capital structure is modified, including by issue of warrants, convertible bonds etc., which will affect the value of the issued warrants.

9.3       In the event of a modification of the nominal value of the Company’s shares in connection with a resolution to reduce the Company’s capital for the appropriation to a special trust and/or to cover losses, an adjustment of the Exercise Price or the Number of Shares must take place, however, each warrant must entitle the Beneficiary to subscribe for one (1) share at the new nominal value.

9.4       No adjustment of the Exercise Price and/or the Number of Shares must take place as a result of:

(g)    an increase or reduction of the Company’s share capital at market price;

(h)    issue of shares, share options, warrants, convertible bonds or the like as part of an incentive scheme for members of the board of directors, the management and employees in the Company or a group company, regardless of whether such issue takes place at a discount price,

(i)    a capital increase as a result of the exercise of already issued warrants or conversion of already issued convertible bonds;

(j)    the Company participating in a merger or demerger as the surviving company, unless a capital increase takes place in connection to the merger or demerger, which implies an adjustment as set out in clause 9.2, and

(k)    changes to the value of the warrants resulting from derived effects of changes to the Company’s capital structure, including as a consequence of the operations of the Company’s business.

9.5       The Exercise Price cannot be reduced to a price below the par value (nominal value). If an adjustment of warrants pursuant to clause 9 will result in an Exercise Price reduced to a price below the par value, the warrants will lapse, unless the Beneficiary consents to an increase of the Exercise Price at par value without compensation for the Beneficiary.

9.6       Adjustment of the Exercise Price or the Number of Shares pursuant to clause 9 is made by the Company’s board of directors based on generally accepted principles and calculations made by the Company’s auditor elected at the general meeting, unless the Beneficiary and the Company’s shareholders agree otherwise.

10       Transferability
10.1       The warrants are personal and cannot be sold, given away, pledged or otherwise transferred to a third party, voluntarily or by distress, unless the Company’s board of directors gives their prior written consent (except for transfer in case of the Beneficiary’s death, in which case the board of directors must approve the transfer to the heirs of the Beneficiary).

11       Terms of newly subscribed shares and capital increase by exercise of warrants
11.1       For the warrants and the new shares in the Company subscribed for by the exercise of warrants, the following additional terms apply:

(a)    existing shareholders have no pre-emption right to subscribe for warrants or for shares subscribed for by the exercise of warrants.

(b)    the nominal value of the new shares is DKK 1 or multiples hereof,

(c)    the new shares are subscribed for and paid up in accordance with the terms in respect of exercise as set out in this appendix,

(d)    the new shares will have the same rights as the existing shares in the Company at the time of exercise and shall be registered in the name of the holder.

(e)    the new shares will carry the right to receive any dividends payable and other rights as from the date of the Company’s board of directors' resolution to increase the share capital,

(f)    the new shares will be negotiable instruments and be freely transferable, and the shares are not subject to redemption,

(g)    the new shares are not subject to restrictions in any pre-emption rights at future capital increases, and

(h)    the Company defrays the Company’s own costs in connection with the issue of warrants and capital increase(s) in connection with the exercise of warrants. The Company’s costs in this respect are estimated at DKK 50,000 for allotment and exercise respectively.

11.2       As long as the Company is listed at Nasdaq Copenhagen, the Company will without undue delay after the issue of the new shares apply for these shares to be admitted to trading and official listing at Nasdaq Copenhagen.

12       Modification of general terms and conditions, claw-back
12.1       In the event of extraordinary or unforeseen circumstances, which may have a negative or positive effect on the value of a Beneficiary’s warrants, which was not intended at the time of allotment, the board of directors may at its discretion and by written notification to the Beneficiary adjust the number of warrants, the subscription price and the terms for vesting and exercise of warrants.

12.2       The board of directors is also entitled to change the terms of the warrants in order to comply with applicable law, just as the board of directors may decide to adjust the terms for vesting and exercising of warrants, as long as it does not constitute a material disadvantage for the Beneficiary.

12.3       If the Company can document that the allotment or exercise of warrants has taken place on the basis of information proving to be incorrect, including as a result of incorrect accounting information, miscalculations or fraud, the Company is entitled to resolve (a) that such warrants will lapse (fully or partially) or (b) to demand a repayment from the Beneficiary of funds, which the Beneficiary has obtained by exercising such warrants.

12.4       Irrespective of section 12.1. and 12.2., performance requirements, including the deadline for such requirements to be satisfied, can be amended only with the unanimous approval of the Board of Directors.

13       Financial aspects of participating in the scheme
13.1       Warrants or the value of the warrants are not included in the calculation of holiday pay, pension contributions, severance pay, remuneration or compensation stipulated by law or other remuneration-based benefits from the Company.

14       Taxation
14.1       Any tax consequences for the Beneficiary arising out of the warrants and the subsequent exercise thereof are of no concern to the Company.

15       Other Terms
15.1       The board of directors is authorised to redeploy and reissue warrants.

15.2       In case of discrepancies between the Danish version and the English version of this appendix, the Danish version shall prevail.

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Annex 1.3 to Appendix 1

Date of allotmentNumber of warrantsExercise price (DKK per share)Exercise periodSpecial terms, performance requirements and terms regarding lapsing of warrants
June 15,
2018
900,0002.05June 15, 2022 – June 14, 2023Warrants of the Beneficiary shall lapse without compensation and notice, if the Company does not achieve an American registration approval of the NGAL Test (the “FDA Approval”) before commencement of the Exercise Period.
August 20, 20184,100,0002.28August 20, 2022 –
August 19, 2023
Warrants of a Beneficiary shall lapse without compensation and notice, if the Company does not achieve an American registration approval of The NGAL Test (the “FDA Approval”) prior to the commencement of the Exercise Period.

 

The warrants of a Beneficiary shall additionally lapse if the Company no later than 12 months after the FDA Approval has not achieved a minimum of 50 new hospital sites in the USA and a growth of at least 100 % (in local currency) in NGAL revenue compared to the 12 months before FDA Approval (in local currency).

The board of directors decides if the criteria above are met.

Derogation from article 8.2 of the Terms and Conditions (new wording of article 8.2):

”If a Beneficiary is a Bad Leaver (as defined below) a Beneficiary’s warrants will lapse without compensation and without notice upon termination of the employment, unless the Company specifically, and no later than upon the termination of the employment, decides otherwise. If a Beneficiary is an employee, the decision may be made by the chief executive officer, and if a Beneficiary is an executive officer, such decision will be made jointly by the chairman and deputy chairman of the board of directors.”
December 20, 20182,500,0002.47December 20, 2022 – December 19, 2023Warrants of a Beneficiary shall lapse without compensation and notice, if the Company does not achieve an American registration approval of The NGAL Test to adults or paediatric use (the “FDA Approval”) prior to the commencement of the Exercise Period.

The warrants of a Beneficiary shall additionally lapse if the Company no later than 12 months after the FDA Approval has not achieved a minimum of 50 new hospital sites in the USA and a growth of at least 100 % (in local currency) in NGAL revenue compared to the 12 months before FDA Approval (in local currency).

The board of directors decides if the criteria above are met.
April 15, 20191,000,0002.54April 16 2021 – April 15, 2024Warrants of a Beneficiary shall lapse without compensation and notice, if the Beneficiary does to reach certain commercial and developmental targets defined in connection with the allotment.

Derogation from article 8.2 of the Terms and Conditions (new wording of article 8.2):

”If a Beneficiary is a Bad Leaver (as defined below) a Beneficiary’s warrants will lapse without compensation and without notice upon termination of the employment, unless the Company specifically, and no later than upon the termination of the employment, decides otherwise. If a Beneficiary is an employee, the decision may be made by the chief executive officer, and if a Beneficiary is an executive officer, such decision will be made jointly by the chairman and deputy chairman of the board of directors.”
April 15, 20194,100,0002.54April 16, 2021 – April 15, 2024Derogation from article 8.2 of the Terms and Conditions (new wording of article 8.2):

”If a Beneficiary is a Bad Leaver (as defined below) a Beneficiary’s warrants will lapse without compensation and without notice upon termination of the employment, unless the Company specifically, and no later than upon the termination of the employment, decides otherwise. If a Beneficiary is an employee, the decision may be made by the chief executive officer, and if a Beneficiary is an executive officer, such decision will be made jointly by the chairman and deputy chairman of the board of directors.”
15 August 20191,500,000

(250.000 subsequently cancelled)
1.7016 August 2021 – 15 August 2024Derogation from article 8.2 of the Terms and Conditions (new wording of article 8.2):

”If a Beneficiary is a Bad Leaver (as defined below) a Beneficiary’s warrants will lapse without compensation and without notice upon termination of the employment, unless the Company specifically, and no later than upon the termination of the employment, decides otherwise. If a Beneficiary is an employee, the decision may be made by the chief executive officer, and if a Beneficiary is an executive officer, such decision will be made jointly by the chairman and deputy chairman of the board of directors.”
30 December 2019250,000 1.6730 December 2021 – 29 December 2024Derogation from article 8.2 of the Terms and Conditions (new wording of article 8.2):

”If a Beneficiary is a Bad Leaver (as defined below) a Beneficiary’s warrants will lapse without compensation and without notice upon termination of the employment, unless the Company specifically, and no later than upon the termination of the employment, decides otherwise. If a Beneficiary is an employee, the decision may be made by the chief executive officer, and if a Beneficiary is an executive officer, such decision will be made jointly by the chairman and deputy chairman of the board of directors.”
11 May 20202,150,0001.4811 May 2022 – 10 May 2025Derogation from article 8.2 of the Terms and Conditions (new wording of article 8.2):

”If a Beneficiary is a Bad Leaver (as defined below) a Beneficiary’s warrants will lapse without compensation and without notice upon termination of the employment, unless the Company specifically, and no later than upon the termination of the employment, decides otherwise. If a Beneficiary is an employee, the decision may be made by the chief executive officer, and if a Beneficiary is an executive officer, such decision will be made jointly by the chairman and deputy chairman of the board of directors.”
10 February 2021350,0006.1111 February 2023 – 10 February 2026Derogation from article 8.2 of the Terms and Conditions (new wording of article 8.2):

”If a Beneficiary is a Bad Leaver (as defined below) a Beneficiary’s warrants will lapse without compensation and without notice upon termination of the employment, unless the Company specifically, and no later than upon the termination of the employment, decides otherwise. If a Beneficiary is an employee, the decision may be made by the chief executive officer, and if a Beneficiary is an executive officer, such decision will be made jointly by the chairman and deputy chairman of the board of directors.”


1 Note: In case any warrants are issued after the convening notice but prior to the general meeting, the proposed authorization will be reduced accordingly.

Attachment


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