November 1, 2022
Announcement no. 14
NOTICE CONVENING THE EXTRAORDINARY GENERAL MEETING
In accordance with Article 5 of the Articles of Association, the Board of Directors hereby convenes an Extraordinary General Meeting of BioPorto A/S (the “Company”):
November 23, 2022, at 9.00 am (CET),
At the Company’s address
Tuborg Havnevej 15, st., DK-2900 Hellerup
(Parking available in nearby Waterfront Shopping Center)
As the duration of the meeting is expected to be short, shareholders are encouraged to use the opportunity to vote by correspondence or to give a proxy to the Board of Directors. For the same reason, there will be no catering in connection with the extraordinary general meeting.
AGENDA AND COMPLETE PROPOSALS:
1) ELECTION OF AUDITOR
On the basis of a tender process carried out in accordance with Article 16 of the Audit Regulation (Regulation (EU) No 537/2014), the Board of Directors proposes election of Deloitte Statsautoriseret Revisionspartnerselskab (“Deloitte”), company registration number 33963556, as the Company’s new auditor.
The background for the proposal, including the recommendation from the Company’s Audit Committee (the “Audit Committee”) of the Board of Directors, is set out in the following.
As the Company has previously stated, its long-term capital plan includes a potential US listing of its shares. Depending on the form of listing, applicable legislation may require that:
a company’s financial statements be prepared in accordance with US Generally Accepted Accounting Principles; and
audits of the financial statements be performed in accordance with US Generally Accepted Auditing Standards together with an independent auditor’s report in accordance with the US Public Company Accounting Oversight Board.
Considering these potential upcoming tasks and requirements, the Audit Committee and the Board of Directors have considered it timely and appropriate to initiate a competitive tender process to determine the Company’s auditor for the fiscal year ending December 31, 2022, while ensuring this process would include selection parameters relating specifically to the abovementioned requirements related to a US listing, in addition to more general selection parameters regarding price, personnel, resources, and industry expertise in both Denmark and the US.
The Audit Committee invited several international public accounting firms to participate in this process, including the Company’s current auditor, PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (“PwC”). Based on a thorough evaluation of the participating firms against the abovementioned selection parameters, two candidates have been selected and the Audit Committee recommends the appointment of Deloitte as the Company’s new auditor. The Audit Committee finds that while both candidates possess the necessary qualifications, Deloitte achieved the highest score based on an overall assessment of price, terms and qualifications.
The Audit Committee’s recommendation has not been influenced by third parties and is not subject to contractual obligations limiting the extraordinary general meeting’s election to certain auditors or audit firms. Further, it is noted that the proposal is not influenced by the finalization, audit and approval of the Company’s Annual Reports for prior financial years. Specifically, the audit reports included in the Company’s most recent two Annual Reports did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. Further, there has been no disagreements and no reportable events to Danish authorities related to the audit of those Annual Reports.
2) AUTHORISATION TO THE CHAIR OF THE GENERAL MEETING
The Board of Directors proposes that the general meeting authorizes the chair of the general meeting, with a right of substitution, to file the resolution 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 resolution adopted.
Adoption of the agenda items requires simple majority.
At the time of convening, the share capital of the Company amounts to DKK 334,693,005. 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 334,693,005 votes).
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 are available on the Company’s website, www.bioporto.com.
SUBMISSION OF QUESTIONS
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. Shareholders are kindly asked to submit questions to the following e-mail address: firstname.lastname@example.org.
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 shareholder's 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.
Request for admission cards must be no later than November 18, 2022 by one of the following ways:
Shareholders may submit a proxy to the Board of Directors or to a person designated by the shareholder participating in the general meeting.
Shareholders may vote by correspondence prior to the general meeting.
The extraordinary general meeting will be conducted in English.
BioPorto A/S will as part of your communication and interaction with you collect and process personal data about you.