April 11, 2025
Announcement no. 9
Resolutions of the Annual General Meeting
COPENHAGEN, DENMARK and BOSTON, MA, USA, April 11, 2025, (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 2024 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 2024 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 2025 (comprising both a cash- and share-based component):
- Cash remuneration: Members of the Board of Directors - DKK 300,000, Vice Chair of the Board of Directors - DKK 450,000, Chair of the Board of Directors - DKK 900,000.
- Remuneration for participation in committees: Board Members receive DKK 25,000 per committee and the Chair of the committee receives DKK 50,000. The Chair and Vice Chair of the Board of Directors are not entitled to receive additional remuneration for participation on committees.
- Warrants: Members of the Board of Directors - 200,000, Vice Chair of the Board of Directors - 300,000, Chair of the Board of Directors - 1,000,000.
The warrants issued to each board member shall be subject to the following performance criteria: The issued warrants shall vest in equal tranches quarterly over two years (i.e. based on calendar quarters), with the first tranche vesting on the first day of the commencement of the first calendar quarter after the grant date. The exercise period shall expire no later than on the tenth anniversary of grant.
The warrants shall not be subject to leaver terms, except that all warrants shall lapse in case the board member's appointment terminates (for any reason) prior to the Company's Annual General Meeting in 2026.
The warrants shall otherwise be governed by the terms and conditions of the Company's Incentive Warrant Program, as set out in Appendix 1 of the Company's Articles of Association, with appropriate adjustments reflecting the board members' role.
The implementation of the above grants shall be carried out by the Board of Directors in accordance with the authorization set out in the Company's Articles of Association and the Company's Remuneration Policy.
Board members can elect to receive all or part of their cash remuneration (excluding committee fees) in the form of warrants. The number of warrants will be based on the Black-Scholes value at the time of grant based on such election and shall be capped at the number of warrants received as base remuneration, cf. the above. The warrants shall be subject to the same terms and conditions as those granted as base remuneration, cf. the above, including implementation by the Board of Directors.
In case board members also hold officer or directorships in subsidiaries of the Company, the above-mentioned remuneration constitutes 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: Henrik Juuel and Mats Thorén. In addition, the Annual General Meeting elected Jens Due Olsen and Donna Haire as new members of the Board of Directors.
After the Annual General Meeting, the Board of Directors constituted itself by electing Jens Due Olsen as Chair and Henrik Juuel as Vice Chair 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(i)-(ii) - The Annual General Meeting approved new authorizations to increase the share capital with and without pre-emptive rights in Articles 17d-17f of the Company's Articles of Association. The aggregate share capital increases with pre-emptive rights shall be subject to a limit of nominally DKK 50,000,000. For share issues without pre-emptive rights, the aggregate share capital increase shall be subject to a limit of nominally DKK 50,000,000. Both authorizations expire on 30 April 2029. The two authorizations will further be subject to an aggregate limit of nominally DKK 75,000,000.
Additionally, it was approved that the existing authorizations under Articles 17a-17c of the Articles of Association will expire on 30 June 2025.
Item 8.b - 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.
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Investor Relations Contacts
Hanne S. Foss, Head of Investor Relations, BioPorto, hsf@bioporto.com, C: +45 26368918
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.
