Resolutions of Annual Geneal Meeting
April 30, 2024
Announcement no. 10
Resolutions of Annual Geneal Meeting
COPENHAGEN, DENMARK and BOSTON, MA, USA, April 30, 2024, (GLOBE NEWSWIRE) — BioPorto A/S (BioPorto or Company) (CPH:BIOPOR), an in vitro diagnostics company focused on empowering the early detection of Acute Kidney Injury (AKI), today held its Annual General Meeting with the following results:
ITEM 1 – The Board’s report on the Company’s activities during the past year was noted by the Annual General Meeting.
ITEM 2 – The annual report was approved by the Annual General Meeting and the result for the financial year 2023 was approved to be carried forward to the next financial year.
ITEM 3 – Discharge of liability was granted to the Board of Directors and Executive Management.
ITEM 4 – The Company’s Remuneration Report for the financial year 2023 was approved by an advisory vote.
ITEM 5 – The Annual General Meeting approved the following remuneration for the members of the Board of Directors for the financial year 2024 (all unchanged compared to 2023):
- Cash remuneration
- Members of the Board of Directors – DKK 250,000
- Vice Chair of the Board of Directors – DKK 350,000
- Chair of the Board of Directors – DKK 500,000
- Board members shall furthermore be entitled to remuneration for participation in committees of DKK 25,000 per committee with an overall maximum remuneration for participation in committees of DKK 50,000 per board member. The Chair and Vice Chair are not entitled to receive additional remuneration for participation in committees.
- In respect of members of the Board of Directors that are not Danish tax residents, additional contributions will be paid to achieve tax equalization, whereby the relevant members of the Board of Directors are placed as if they were taxed only in the jurisdiction where they are tax resident.
- In case board members also hold officer or directorships in subsidiaries of the Company, the above-mentioned fees and contributions constitute the aggregate maximum amounts payable for all officer or directorships held in the group.
ITEM 6 – The Annual General Meeting re-elected the following board members: John Patrick McDonough, Ninfa Saunders, Michael S. Singer and Don M. Hardison. In addition, the Annual General Meeting elected Henrik Juuel and Mats Thorén as new members of the Board of Directors.
ITEM 7 – The Annual General Meeting re-elected Deloitte Statsautoriseret Revisionspartnerselskab, company registration number 33963556, as the Company’s auditor.
ITEM 8.a – The Annual General Meeting approved to renew authorizations to increase the share capital with and without pre-emptive rights in the Company’s Articles of Association § 17. The aggregate share capital increases with pre-emptive rights shall be subject to a limit of nominally DKK 75,000,000. For share issues without pre-emptive rights, the aggregate share capital increase shall be subject to a limit of nominally DKK 75,000,000. Both authorizations are proposed to apply until the third anniversary of the Annual General Meeting. The two authorizations will be subject to an aggregate limit of nominally DKK 100,000,000.
ITEM 8.b – The Annual General Meeting approved to renew and amend the authorization to issue warrants to employees and members of management in the Company’s Articles of Association § 18. Accordingly, until April 30, 2026, 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 14,000,000 of the share capital of the Company (maximum 10,000,000 in 2024 and any remining amount in 2025 – April 30, 2026).
ITEM 8.c – The Chair of the General Meeting, with a right of substitution, was approved 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.
Investor Relations
Claus Thestrup, HC Andersen Capital, +45 4529 0000, investor@bioporto.com
Ashley R. Robinson, LifeSci Advisors, +1 617 430 7577, arr@lifesciadvisors.com
About Acute Kidney Injury
Acute kidney injury is a sudden episode of kidney failure or kidney damage that happens within a few hours or a few days. AKI causes a build-up of waste products in blood and makes it difficult for kidneys to maintain the proper balance of bodily fluids. AKI can also affect other organs such as the brain, heart, and lungs and is common in patients who are in hospital intensive care units. For more information about AKI please visit: https://bioporto.com/aki/.
About BioPorto
BioPorto is an in vitro diagnostics company focused on saving lives and improving the quality of life with actionable biomarkers – tools designed to help clinicians make changes in patient management. The Company uses its expertise in antibodies and assay development, as well as its platform for assay development, to create a pipeline of novel and compelling products that focus on conditions where there is significant unmet medical need, and where the Company’s tests can help improve clinical and economic outcomes for patients, providers, and the healthcare ecosystem.
The Company’s flagship products are based on the NGAL biomarker and designed to aid in the risk assessment and diagnosis of Acute Kidney Injury, a common clinical syndrome that can have severe consequences, including significant morbidity and mortality, if not identified and treated early. With the aid of NGAL levels, physicians can identify patients potentially at risk of AKI more rapidly than is possible with current standard of care measurements, enabling earlier intervention and more tailored patient management strategies. The Company markets NGAL tests under applicable registrations including CE mark in several countries worldwide.
BioPorto has facilities in Copenhagen, Denmark and Boston, MA, USA. The shares of BioPorto A/S are listed on the Nasdaq Copenhagen stock exchange. For more information visit www.bioporto.com.
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