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BIOPOR - Bioporto A/S News Story

DKK4.42 0.0  0.0%

Last Trade - 05/05/21

Sector
Industrials
Size
Small Cap
Market Cap £137.7m
Enterprise Value £126.4m
Revenue £2.70m
Position in Universe 826th / 1836

Notice Convening the Annual General Meeting

Tue 6th April, 2021 2:31pm
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April 6, 2021
Announcement no. 5

 

FULLY ELECTRONIC GENERAL MEETING DUE TO COVID-19

Due to the COVID-19 pandemic, the Board of Directors has decided to hold the
Annual General Meeting as a fully electronic general meeting without the
possibility of physical attendance. The decision is made pursuant to section 1
of the Danish Executive order no. 2240 of 29 December 2020. For further
information on how to participate, vote and ask questions, see the section on
practical information after the agenda and complete proposals. NOTICE
CONVENING THE ANNUAL GENERAL MEETING

The Board of Directors hereby convenes the Annual General Meeting of BioPorto
A/S (the “Company”):

April 29, 2021, at 3.00 pm (CET)

AGENDA:

1)            REPORT OF THE COMPANY’S ACTIVITIES DURING THE PAST
YEAR

The Board of Directors proposes that the Board's report on the Company’s
activities for the   past year be noted.

2)            PRESENTATION OF THE ANNUAL REPORT FOR APPROVAL AND
ALLOCATION OF PROFIT OR COVERING OF LOSS

The Board of Directors proposes that the audited annual report for 2020,
including the proposal that this year’s results be brought forward, is
approved.

3)            RESOLUTION TO GRANT DISCHARGE OF LIABILITY TO THE
BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT

The Board of Directors proposes that discharge of liability be granted to the
Board of Directors and Executive Management. 

4)            PRESENTATION OF THE REMUNERATION REPORT FOR AN
ADVISORY VOTE

             

            In accordance with recently enacted changes to the
Danish Companies Act, the Company’s Remuneration Report for the financial
year 2020 is presented to the general meeting for an advisory vote.

             

            The Remuneration Report 2020 covers remuneration for
the financial year 2020 awarded to members of the Company’s Board of
Directors and Executive Management.

             

            The Remuneration Report 2020 is available on the
Company’s website.

             

5)            APPROVAL OF REMUNERATION FOR THE BOARD OF DIRECTORS

The Board of Directors proposes that remuneration for the Board of Directors
for the financial year 2021 is determined as a base fee of DKK 250,000 for
board members, DKK 350,000 for the Vice Chairman and DKK 500,000 for the
Chairman of the Board of Directors.

 

The Board of Directors further proposes that board members may be remunerated
for participation in committees with an additional remuneration of DKK 25,000
per committee, with an overall maximum remuneration for participation in
committees of DKK 50,000 per board member. The Chairman and Vice Chairman are
not entitled to receive additional remuneration for participation in
committees.

Currently, the following committees have been established: Audit Committee,
Nomination Committee, Remuneration Committee, Research and Development
Committee and Business Development Committee. Further information on the
current composition of the committees may be found on the Company’s website.

6)            ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS

The Board of Directors proposes re-election of the following board members:
Thomas Magnussen, Torben Arnth Nielsen, Christopher Lindop, Kirsten Aarup
Drejer and Michael S. Singer.

Further to this, the Board of Directors proposes election of Don M. Hardison
and John McDonough as new members to the Board of Directors.

The background of each candidate is described below and information on the
current board members’ management positions is also included in the annual
report for 2020. All candidates are considered independent according to the
Danish Corporate Governance Recommendations.

Thomas Magnussen (born 1953, Danish)

Thomas Magnussen has been a member of the Board of Directors of the Company
since 2013 and is Chairman of the Board of Directors. Thomas Magnussen
is Chief Executive Officer of Therazone ApS and Thera Property ApS.
Thomas Magnussen is a serial entrepreneur within high-tech, focusing on
start-up companies with global business potential. Thomas Magnussen has
experience in commercialization strategies within nanotechnology, ICT and
MedTech industries and has previously been Chairman of the Board
of Directors of QuantumWise ApS and Zylinc A/S. Thomas Magnussen holds
an MBA from INSEAD as well as a Ph.D. and MSc from the Technical University of
Denmark. 

Torben Arnth Nielsen (born 1960, Danish)

Torben Arnth Nielsen has been a member of the Board of Directors of the
Company since 2013 and is Vice Chairman of the Board of Directors. Torben
Arnth Nielsen has over the past 25 years held senior positions in the
financial sector, most recently as a member of the executive management
of Sydbank A/S, being responsible for asset management and capital markets,
and as Chairman of the Board of Directors of BankInvest Private Equity
A/S. Concurrently, he has held several national and international board
directorships. Over the last 30 years, of which 5 were in New York and London,
Torben Arnth Nielsen has built and managed businesses in Denmark and abroad in
all relevant commercial business areas in the financial sector and has been
involved in and responsible for several mergers and acquisitions. Torben Arnth
Nielsen holds DIEU’s top management education VL (2006) as well as a degree
in banking.

Christopher Lindop (born 1957, American)

Christopher James Lindop has been a member of the Board of Directors of the
Company since 2019. Christopher James Lindop qualified as a chartered
accountant and certified public accountant and was previously a partner with
Arthur Andersen LLP and Ernst & Young LLP. In 2003, Christopher James Lindop
took the position as Chief Financial Officer of Inverness Medical Ltd.,
before he became Chief Financial Officer and EVP Business Development at
Haemonetics Corporation Ltd. (HAE) in 2007. Since 2017, Christopher James
Lindop has been Chief Financial Officer of Quotient Limited (QTNT) until
his retirement in May 2020. From 2007 until 2018 Christopher James Lindop was
a member of the Board of Directors of Parexel International (PRXL) where he
served as chairman of the audit committee and member of the nominating and
governance Committee. Christopher James Lindop has considerable experience in
management of US listed health care and diagnostic companies and within
finance and reporting, corporate governance, mergers & acquisitions, funding
and strategy development and execution.

Michael S. Singer (born 1973, American)

Michael Singer has been a member of the Board of Directors of the Company
since 2019. Michael Scott Singer has served since 2016
as Chief Scientific Officer and co-founder of Cartesian Therapeutics, Inc.,
a U.S. clinical-stage cell and gene therapy company. Prior to this, he was
co-founder and Chief Scientific Officer of Topokine Therapeutics, Inc.,
where he was responsible for pre-clinical and clinical development of the
Company’s adipomodulatory products. Topokine Therapeutics, Inc. was acquired
by Allergan in 2016. Michael Scott Singer was also co-founder
and Chief Scientific Officer of HealthHonors Corporation, acquired by
Healthways in 2009. He also served as Director of Translational Medicine at
Novartis and a physician at Harvard and the U.S. Veterans Affairs Medical
Center. Michael Scott Singer serves on the clinical faculty and as an
entrepreneur in residence at Yale University. He volunteers on the Board
of Museum Advisors at the Museum of Science, Boston. He holds an M.D. cum
laude and a Ph.D. in neuroscience from Yale University, CT. 

Kirsten Aarup Drejer (born 1956, Danish)

Kirsten Aarup Drejer has been a member of the Board of Directors for BioPorto
since 2017. Kirsten Aarup Drejer has previously also been a member of the
Board of Directors (2016-2018), and co-founder of Symphogen, a
biopharmaceutical company focused on the innovative therapeutic utilization of
antibody mixtures. Symphogen was acquired by Servier in 2020.  Kirsten Aarup
Drejer is also chairman of Antag Therapeutics ApS, Bioneer A/S and ResoTher
Pharma ApS, deputy chairman of Zealand Pharma A/S, and member of the Board of
Directors of Alligator Bioscience and Malin Plc. Kirsten Aarup Drejer was CEO
of Symphogen from 2000 to 2016. Prior to this, Kirsten Aarup Drejer held a
number of scientific and managerial positions within Novo Nordisk. Kirsten
Aarup Drejer is a member of numerous advisory boards at the University of
Copenhagen, the Danish Technical University and the Copenhagen Business
School. Kirsten Aarup Drejer won the prize of ”BiotechBuilder of the Year”
in 2003 and ”Entrepreneur of the Year, Biotech” in 2007. Kirsten Aarup
Drejer holds a master’s degree in pharmacy and a Ph.D. in pharmacology from
the University of Copenhagen.

Don M. Hardison (born 1950, American)

Don Hardison most recently served as the President, Chief Executive Officer
and as a member of the Board of Directors of Biotheranostics, Inc., an
oncology-focused molecular diagnostics company which was acquired in February
2021 by Hologic Inc. Prior to Biotheranostics, he was the President and Chief
Executive Officer of Good Start Genetics, a molecular diagnostics company
focused on reproductive health. Earlier in his career, he held a number of
executive and senior management positions at a number of public companies
including: Laboratory Corporation of America and Quest Diagnostics, the two
largest US clinical laboratory companies; Exact Sciences Corporation, a
molecular diagnostics company; and SmithKline Beecham Corporation, a
pharmaceutical company. He currently serves on the Board of Directors of
several privately held companies, including Stemina Biomarker Discovery Inc.,
Seventh Sense Biosystems, and IQuity, Inc. He also served on the board of
directors of Exact Sciences Corporation from May 2000, through its initial
public offering in February 2001, until August 2007. Don Hardison received his
Bachelor of Arts degree (political science) from the University of North
Carolina, Chapel Hill.

John McDonough (born 1959, American)

John McDonough currently serves as Chairman of the Board of Directors and
previously served as President and Chief Executive Officer of T2 BioSystems,
Inc., a diagnostics company focused on the rapid detection of sepsis-causing
pathogens. From 2003 to 2007, John held a number of positions at Cytyc
Corporation, a company focused on women’s health, and ultimately served as
President at Cytyc Development Corporation. He had the responsibility of
designing and executing Cytyc Corporation’s growth strategy for expanding
the company from a single product company with revenue of approximately $300
million to a diverse women’s health company with revenue of approximately
$750 million and led the efforts that resulted in Cytyc’s acquisition by
Hologic, Inc. in October 2007, for over $6 billion. John McDonough is
currently a member of the Board of Directors at Solace Therapeutics and
Cytrellis Biosystems. He earned his undergraduate degree in Business from
Stonehill College.
1. PROPOSALS FROM THE BOARD OF DIRECTORS 1. Proposal to renew authorisation to
increase the share capital
                   To secure the basis for potential future
financing rounds, the Board of Directors proposes that the authorisations in
Article 16 of the Articles of Association to increase the Company’s share
capital with or without pre-emptive rights be renewed. The proposed
authorisations shall each be subject to a limit of DKK 100,000,000 for
pre-emptive issues. For share issues without pre-emptive rights, the limit is
DKK 30,000,000 with the option of an additional DKK 70,000,000 for offerings
where the new shares are admitted to trading on a stock exchange, etc. other
than Nasdaq Copenhagen (whether as a separate or dual listing). The
authorisations shall further be subject to an unchanged aggregate maximum of
DKK 120,000,000. The authorisations will expire on the second anniversary of
the general meeting.

                    

                   Article 16 of the Articles of
Association will consequently be deleted and replaced by the following:

                    

                   “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 authorised to
amend the Articles of Association as required following exercise of this
authorisation.”

                    

                   The Board of Directors notes that the
previous authorisation to raise loans against issuance of convertible debt
instrument in Article 17 of the Articles of Association has lapsed. The Board
of Directors proposes that this authorisation not be renewed and it will
consequently be removed from the Articles of Association. Subsequent articles
will be renumbered accordingly.

                    

            B)     Proposal to renew authorisation to issue
warrants and amend warrant terms

                   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 authorisation in Article
18 of the Articles of Association to issue warrants to the Executive
Management and employees of the Company and its subsidiaries be renewed. The
proposed authorisation shall be limited so that (i) the aggregate number of
warrants outstanding shall not exceed the equivalent of 10% of the Company’s
share capital from time to time; and further that (ii) the maximum share
capital increase pursuant the authorisation shall be DKK 10,000,000
(corresponding to approximately 4% of the Company’s current share capital).
The authorisation will expire on the second anniversary of the general
meeting. The Board of Directors further proposes that any changes to
performance criteria applicable to warrants shall require unanimous approval
of the Board of Directors.

                    

                   Article 18a of the Articles of
Association will consequently be deleted and replaced by the following:

                    

                   “Until 29 April, 2023, the board of
directors is authorised to issue warrants, on one or more occasions, entitling
the holder(s) to subscribe for up to nominally DKK 10,000,000 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 authorised 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
authorisation.”

                    

                   In addition, a new section 12.4 will be
included in Annex 1 to the Articles of Association:

                   ”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.”

                    

                   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.

 

            C)     Adoption of an amendment of the
Remuneration Policy to authorise the Board of Directors to implement an
indemnification scheme for members of the Board of Directors and the Executive
Management

                   Recent developments in the insurance
market is making it increasingly difficult and costly for listed companies to
obtain and maintain relevant and appropriate insurance coverage for its
directors, officers and key employees. The Board of Directors therefore
considers it to be in the best interest of the Company and its shareholders
that the Company is authorised by resolution of the Board of Directors to
offer indemnification to members of the Board of Directors and Executive
Management for potential third party claims, provided that such claims are not
caused by gross negligence or wilful misconduct by the board member or
executive in question.

                    

                   The Board of Directors therefore
proposes to include the following wording in the Remuneration Policy as a new
section 3.1.:

 

                   “The Company may take out liability
insurance covering its directors and officers in the exercise of their duties.
If the Company considers that the insurance coverage available is insufficient
and/or unreasonably costly, the Company may by resolution of the Board of
Directors offer to indemnify members of the Board of Directors and/or
Executive Management in respect of third party claims raised against them in
relation to the exercise of their duties, provided in each case such claims
are not caused by fraud, gross negligence or wilful misconduct.”

The remainder of section 3 “General Terms” will be renumbered accordingly.
No further amendments are proposed to the Remuneration Policy, which is
available on the Company’s website.

 

D)     Authorisation to the chairman of the general meeting

                   The Board of Directors proposes that the
general meeting authorises the chairman of the general meeting, with a right
of substitution, 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.

 

 8)            ELECTION OF AUDITOR

            The Board of Directors proposes re-election of
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, company
registration number 33771231, as the Company’s auditor.

             

            The proposal is based on the recommendation from the
Audit Committee. The Audit Committee’s proposal has not been influenced by
third parties and is not subject to contractual obligations restricting the
general meeting’s choice of certain auditors or audit firms.

             

 9)            ANY OTHER BUSINESS 

             
             

      -O-

 ADOPTION REQUIREMENTS                       Adoption of agenda items 7.A – 7.B 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 simple majority.                     
 SHARE CAPITAL AND VOTING                    At the time of convening, the share capital of the Company amounts to DKK 266,581,904. 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 266,581,904 votes).           
 PRESENTATION OF DOCUMENTS AHEAD OF THE AGM  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, the amended Articles of Association, the updated Remuneration Policy, and 
                                             the Remuneration Report, the audited annual report for 2020 and the LUMI AGM guide on how to participate electronically are available on the Company’s website, www.bioporto.com .                                                                              
 SUBMISSION OF QUESTIONS AHEAD OF THE AGM    Until and including the day before the Annual General Meeting, shareholders may address questions regarding the agenda or documents for the Annual General Meeting to the Company in writing. Shareholders are kindly asked to submit question to the following 
                                             e-mail address: investor@bioporto.com .                                                                                                                                                                                                                         
 RECORD DATE                                 The right of a shareholder to attend the Annual 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 Annual 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 April 22, 2021.                                                                                                                                                                                                                             
 ELECTRONIC ADMISSION CARD                   Shareholders wishing to participate in the general meeting must order an electronic admission card in due time for the order to be received by Computershare A/S no later than April 23, 2021 by one of the following ways:   - visiting Bioporto’s Shareholder 
                                             Portal at https://bioporto.com/investor-relations/shareholder-portal/ and registering electronically (remember to have your NemID or your VP account number available); - Login details appears on the electronic admission card that will be sent to the email 
                                             address registered in the Shareholder Portal. Shareholders must ensure that the registered email address is correct. The admission card may also be downloaded directly from the Shareholder Portal. - A shareholder may attend the general meeting together    
                                             with an advisor, provided that an electronic admission card was ordered in due time for the advisor. Admission cards to shareholders’ advisers or administrators must also be obtained within the period specified.                                             
 PROXY                                       Shareholders may submit a proxy to the Board of Directors or to a person designated by the shareholder participating in the Annual General Meeting.   The proxy must be received by the Company no later than April 23, 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.comunder “Investor Relations” and subsequently “Annual General Meeting”.                                                                                         
 VOTE BY CORRESPONDENCE                      Shareholders may vote by correspondence prior to the general meeting.   Votes by correspondence must be received by the Company no later than April 26, 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.comunder “Investor Relations” and subsequently “Annual General Meeting”.                                                               
 BIOPORTO A/S                                Contact:  Karen Stendal  Telefon: + 45 29 00 00, e-mail: investor@bioporto.com                                                                                                                                                                                  
 ELECTRONIC GENERAL MEETING                  Participation in the general meeting will take place electronically through the application Lumi AGM, which may be accessed via computer, tablet or smartphone using a web browser.   You are required to request admission card to be able to participate      
                                             electronically (see instructions above). Please be advised, that access require the latest version of either of the following web-browsers: Chrome, Safari, Internet Explorer 11, Edge or Firefox. Participating shareholders are advised to connect early to   
                                             ensure that the chosen web browser is compatible. To participate, go to the website http://web.lumiagm.com on a computer, tablet or smartphone on the date of the general meeting. Login and help desk (see below) is open one hour before the meeting begins.  
                                             Each participating shareholders is responsible for having the required software and uninterrupted internet connection to be able to participate in the general meeting.   Questions regarding technical matters such as notification of participation, use of   
                                             the Shareholder Portal and Lumi AGM may be directed to Computershare A/S at +45 45 46 09 97 prior to the general meeting on weekdays at 9.00 am – 3.00 pm CET as well as during the general meeting.   In order to ensure that communications from the Company  
                                             such as e.g. the notice to convene general meetings are received, shareholders are urged to ensure that they have registered a correct email address in the Shareholder Portal.   Please note that shareholders who vote in advance by proxy or correspondence  
                                             will not be able to vote electronically during the general meeting.   Please note that all comments and questions submitted during the general meeting must be submitted in writing via the Lumi AGM application. For technical reasons the length of comments  
                                             and questions are limited. The chairman of the meeting is authorised to moderate comments and questions inter alia to comply with the technical limitations and the general conduct of the general meeting.   As communication and voting on the general meeting 
                                             is conducted electronically delays may occur. These delays may potentially last several minutes.                                                                                                                                                                
 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 .                              



PROXY - AND VOTE BY CORRESPONDENCE FORM

The Company’s Annual General Meeting will be held on April 29, 2021 3.00 pm
(CET) as a fully electronic meeting.

This form must be received by BioPorto A / S no later than April 23, 2021 if
used as a proxy vote, and no later than April 26, 2021 if used as a vote by
correspondence. The filled in form may be returned by e-mail:
gf@computershare.dk. Please note that neither BioPorto A / S nor the share
registrar may be held responsible for any delays in submitting the form.

Shareholder name:
Address:
Number of votes:  
E-mail:

I hereby authorise vote by correspondence/proxy on my/our behalf on the Annual
General Meeting on April 29, 2021 and to submit votes in accordance with
my/our shareholdings, as set out below:

Please check

r Proxy to the Board of Directors of BioPorto A / S (with a right of
substitution) to vote in accordance with the Board of Directors’
recommendation as stated below

or

r Proxy is granted to the following third party:
____________________________________________________________
 (Name and address of proxy holder – please use capital letters)
or

r Proxy is granted to the Board of Directors of BioPorto A / S (with a right
of substitution) to vote as specified below,

or

r Votes by correspondence are cast as stated below. Votes by correspondence
cannot be revoked.

Please check the below boxes to indicate, how your votes shall be cast at the
general meeting. To the extent that an instruction has not been ticked off,
this form will be considered as a proxy to the Board of Directors to vote or
abstain from voting in accordance with the recommendation by the Board of
Directors, as indicated below.

In the event that new proposals are submitted, including any amendments to
proposals or proposals for new candidates to the Board of Directors or auditor
who are not on the agenda, the proxy holder will in relation to such new
proposal(s) vote on your behalf according to his/her best belief. Votes by
correspondence will be considered, if the new proposal is, in all its
materiality, identical to the original proposal.

Agenda (the full agenda is set out in the notice)

                                                                                                                                                                                                         FOR  AGAINST  ABSTAIN  Board of Directors’ recommendation    
 1.   Report of the Company’s activities during the past year (not up for vote).                                                                                                                         -    -        -        -                                     
 2.   Presentation of the annual report for approval and allocation of profit or covering of loss.                                                                                                       r    r        r        FOR                                   
 3.   Resolution to grant discharge of liability to the Board of Directors and Executive Management.                                                                                                     r    r        r        FOR                                   
 4.   Presentation of the Remuneration Report for an advisory vote                                                                                                                                       r    r        r        FOR                                   
 5.   Approval of remuneration for the Board of Directors.                                                                                                                                               r    r        r        FOR                                   
 6.   Election of members to the Board of Directors.                                                                                                                                                     -    -        -        -                                     
 6A.  Re-election of Thomas Magnussen                                                                                                                                                                    r    n        r        FOR                                   
 6B.  Re-election of Torben Arnth Nielsen                                                                                                                                                                r    n        r        FOR                                   
 6C.  Re-election of Christopher Lindop                                                                                                                                                                  r    n        r        FOR                                   
 6D.  Re-election of Michael S. Singer                                                                                                                                                                   r    n        r        FOR                                   
 6E.  Re-election of Kirsten Aarup Drejer                                                                                                                                                                r    n        r        FOR                                   
 6F.  Election of Don M. Hardison                                                                                                                                                                        r    n        r        FOR                                   
 6G.  Election of John McDonough                                                                                                                                                                         r    n        r        FOR                                   
 7A.  Proposal to renew authorisation to increase the share capital                                                                                                                                      r    r        r        FOR                                   
 7B.  Proposal to renew authorisation to issue warrants and amend warrant terms                                                                                                                          r    r        r        FOR                                   
 7C.  Adoption of an amendment of the Remuneration Policy to authorise the Board of Directors to implement an indemnification scheme for members of the Board of Directors and the Executive Management  r    r        r        FOR                                   
 7D.  Authorisation to the chairman of the general meeting                                                                                                                                               r    r        r        FOR                                   
 8.   Election of auditor.                                                                                                                                                                               -    -        -        -                                     
      Re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab                                                                                                                     r    n        r        FOR                                   
 9.   Any other business (not up for vote).                                                                                                                                                              -    -        -        -                                     

A proxy/written vote is valid for shares held by the undersigned on the record
date, April 22, 2021, calculated on the basis of entries in the
shareholders’ register and any notice of ownership received by the Company
for the purpose of registration in the shareholders’ register.

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

_____________    ___________________________________________________
     
Date                                  
Signature

For further information, please contact:

Karen Stendal, Legal Counsel

Telephone +45 4529 0000, e-mail: investor@bioporto.com

About BioPorto

BioPorto is an in vitro diagnostics company that provides tests and antibodies
to clinicians and researchers around the world. We use our antibody and assay
expertise to transform novel research tools into clinically actionable
biomarkers that can make a difference in patients’ lives. BioPorto is
headquartered in Hellerup, Denmark and is listed on the NASDAQ Copenhagen
stock exchange  CPH:BIOPOR .


Attachment
*     2021 04 06 - Announcement no. 5
(https://ml-eu.globenewswire.com/Resource/Download/9ac3ee75-175c-4a42-869b-51b165d799ab)
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