Notice Convening the Annual General Meeting The Board of

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

April 21, 2017, at 3.00 pm (CET),

   At the Company’s address

Tuborg Havnevej 15, st., DK-2900 Hellerup

(Parking in Waterfront Shopping)

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 2016, including the proposal that this year’s loss 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) Approval of remuneration for the Board of Directors

The Board of Directors proposes that the remuneration for the Board of Directors for the financial year 2017 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 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 are established; Audit committee, Nomination committee, Remuneration Committee, Research and Development Committee and Business Development Committee.

5) 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 and Niels Christian Nielsen. It is furthermore proposed that Kirsten Aarup Drejer is elected as a new member of the Board of Directors.

The background of each candidate is described below, as it is also noted that the annual report for 2016 contains information on the managerial positions of the current Board of Directors:  

Thomas Magnussen (born 1953, Danish citizen)

Thomas Magnussen has been a member of the Board of Directors for BioPorto since 2013 and is Chairman of the Board of Directors. Thomas Magnussen is Chairman and co-founder in QuantumWise A/S, and Chairman and partner in Zylinc A/S. Thomas Magnussen is an entrepreneur within high-tech start-up companies with a global business reach. Thomas Magnussen has experience in commercialisation strategies from nanotechnology, ICT and Medtech industries. Thomas Magnussen holds an MBA from INSEAD as well as a Ph. D and M.Sc. from DTU.

  Torben Arnth Nielsen (born 1960, Danish citizen)

Torben Arnth Niels has been a member of the Board of Directors for BioPorto 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 in Sydbank, among others being responsible for Asset Management, Capital Markets, since as CEO of BankInvest. Concurrently, he has held several national and international board directorships, as well as previously for Nasdaq Copenhagen A/S. Over the last 30 years, of which 5 years were in New York and London, Torben Arnth Nielsen has build 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 banking education. Today, Torben Arnth Nielsen is co-owner of Linde and Partners Kapitalrådgivning A/S.

Niels Christian Nielsen (born 1952, Danish citizen)

Niels Christian Nielsen has been a member of the Board of Directors for BioPorto since 2016. Niels Christian Nielsen has served as a board member for 25 companies, of which nine were as the Chairman of the board of directors. Niels Christian Nielsen brings to the Board of Directors a global perspective; strategy acumen in combination with discipline and innovation; leadership development and succession, and experience in M&A activities, comprising more than 90 transactions. Many of the companies have had exceptional growth trajectories. Niels Christian Nielsen was Chairman of the board of directors in 2M Invest, a leading Scandinavian venture capital company, until its successful IPO in 2000. Previously, Niels Christian Nielsen was CEO of Catenas, a global roll-up of service companies. During the 1990s, he was part of the team that created the DTI, and from 1994 he was part of the executive board that took DTI through a turn-around. Niels Christian Nielsen is a member of the board of directors of Tooling Invest A/S, Zylinc A/S, Unumed ApS and Quantumwise A/S.

Kirsten Aarup Drejer (born 1956, Danish citizen)

Kirsten Aarup Drejer is co-founder of Symphogen, a biopharmaceutical company focused on the innovative therapeutic utilization of antibodies. In the period from 2000-2016, Kirsten Aarup Drejer was CEO of Symphogen. Before this, Kirsten Aarup Drejer held a number of scientific and managerial positions within Novo Nordisk. Kirsten Aarup Drejer is a member of the board of directors of Symphogen and the Danish Growth Fund (in Danish “Vækstfonden”) and has previously been a member of the board of directors of, among others, Danisco. Kirsten Aarup Drejer is a member of numerous advisory boards at the University of Copenhagen 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 cand.pharm and Ph.D. in pharmacology from the University of Copenhagen.

6) Proposals from the Board of Directors A) Proposal for the annual report and interim reports to be prepared and presented in English. The Board of Directors proposes that the Company’s annual report and interim reports be prepared and presented solely in English. As part of the proposal, the following article is included as a new subsection 5 in article 10 of the Articles of Association: "The Company prepares and submits annual reports and interim reports in English." B) Proposal for company announcements to be prepared and published in English. The Board of Directors proposes that announcements are prepared and published solely in English. As part of the proposal, the following article is included as a new subsection 5, 2nd paragraph in article 10 of the Articles of Association:

   “Furthermore, the Company prepares and publishes company announcements in English.”

Accordingly, if the proposals under items 6.a. and 6.b are adopted, article 10 shall have the following wording:  

 “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.”

Furthermore, it shall be noted that article 18b of the Articles of Association and the corresponding Appendix 1 and Appendix 2 are deleted as the warrants mentioned therein have expired without being exercised. The current Appendix 3 is renumbered as Appendix 1.

C) Proposal for approval of Remuneration Policy and Guidelines for Incentive-based remuneration. The Board of Directors proposes that the general meeting approves the revised and consolidated Remuneration Policy and Guidelines for Incentive-based remuneration. The full text of the Remuneration Policy and Guidelines for Incentive-based remuneration is attached as Appendix 1 to this convening notice. Appendix 1 contains the following main points:  

• Remuneration for the Board of Directors: The Board of Directors shall receive a fee approved by the general meeting. In addition, the Board of Directors may be remunerated for committee work or for carrying out specific tasks, which must equally be approved by the general meeting.
• Remuneration for the Executive Management: The Executive Management will be paid a fee approved by the Company’s Board of Directors. Subject to decision by the Board of Directors, the remuneration may consist of the following; (i) a fixed annual salary, (ii) a pension plan, (iii) an annual cash bonus, (iv) participation in other long-term incentive-based compensation, and (v) other customary benefits such as company car, health insurance, newspaper etc.
• Incentive-based remuneration for the Board of Directors: The Board of Directors does not participate in the Company's share option programmes and does not otherwise receive incentive-based remuneration.
• Incentive-based remuneration for the Executive Management: Incentive-based remuneration for the Executive Management is approved by the Board of Directors. The incentive programmes may comprise any form of variable remuneration, including share-based instruments such as share options, warrants and phantom shares as well as non-share-based bonus agreements and performance contracts. Incentive-based remuneration may be awarded on a regular or on an ad hoc basis, including as a result of specific events. The value of the share-based instruments granted in each financial year for an Executive Management member may be up to 150% of the fixed annual remuneration (pension included) and the annual non-share-based bonus may be up to 150% of the fixed annual remuneration (pension included) for the Executive Management member in question.

D) Proposal for renewal of the authorization to issue convertible bonds. The Board of Directors proposes that the authorization included in sections 17a and 17b of the Articles of Association be renewed. Accordingly, the Board of Directors is authorized in the period until April 21, 2020 to raise loans, on one or more occasions, with an aggregate principal amount of up to DKK 36,050,000 against issue of convertible bonds with and without pre-emptive rights for existing shareholders. With regards to issue of convertible bonds without pre-emptive rights for existing shareholders, pursuant to § 17b, it is further added that exchange of convertible bonds to shares can be made no earlier than one year after borrowing. 

Accordingly, article 17 will read as follows:

“Article 17

Convertible Debt Instruments Article

17a

The Board of Directors is authorised until April 21, 2020, to raise loans on one or more occasions with a total principal amount of up to DKK 36,050,000, against issuance of convertible debt instruments with pre-emptive subscription rights for existing shareholders.  The Board of Directors shall determine the other terms of the loan, including the rate of interest, issue price and conversion price, provided that the minimum conversion price shall be par value. In the period specified, the Board of Directors is also authorised to make a decision regarding the capital increase pertaining to the convertible debt instruments without pre-emptive subscription rights for existing shareholders.

Article 17b

The Board of Directors is authorised until April 21, 2020, to raise loans on one or more occasions with a total principal amount of up to DKK 36,050,000, against issuance of convertible debt instruments without pre-emptive subscription rights for existing shareholders. The loans can be converted to shares no earlier than one year after taking out the loan. The Board of Directors shall determine the other terms of the loan, including the rate of interest, issue price and conversion price, provided that the minimum conversion price for the convertible debt instruments shall be equal to the market price on the date of issuance. In the period specified, the Board of Directors is also authorised to make a decision regarding the capital increase pertaining to the convertible debt instruments without pre-emptive subscription rights for existing shareholders.

Article 17c

Loans with a total principal amount of DKK 36,050,000 as a maximum can be raised by exercise of the authorisations of the Board of Directors pursuant to Articles 17a and 17b.  To capital increases pursuant to Articles 17a and 17b shall apply that the new shares issued on the basis of the convertible debt instruments shall be negotiable securities which shall be registered in the name of the holder. No restrictions shall apply to the transferability of the new shares. The new shares shall be paid in full and no shareholder is obliged to have his shares redeemed in full or in part.”

The Board is authorized to make any changes to the Articles of Association necessary as a consequence of the capital increase.

  7) 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 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.

8) Any other business 

  -O- 

  BioPorto A/S

The Board of Directors

Further information:

Gry Husby Larsen

Tel. no. (+45) 45 29 00 00, e-mail investor@bioporto.com