April 24, 2026
Announcement no. 10
Resolutions of the Annual General Meeting
COPENHAGEN, DENMARK and BOSTON, MA, USA, April 24, 2026, (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 2025 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 2025 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 2026:
The cash remuneration is as follows (unchanged compared to 2025):
- 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. The committees and their current members are described on the Company's website.
Board members may elect to receive all or part of their cash remuneration (excluding committee fees) in the form of warrants. The number of warrants will be determined based on the Black-Scholes value of the warrants at the time of grant.
The warrants shall otherwise be subject to the following terms:
- The election to convert shall be rendered no later than 29 April 2026.
- 25% of warrants will be vested upon grant, the remainder will vest in three equal tranches at the end of each subsequent calendar quarter.
- In the event the service as Board member ceases (irrespective of cause), unvested warrants shall lapse without compensation.
- Vested warrants may be exercised, to the extent vested, during applicable trading windows and shall expire five (5) years after the date of grant.
- 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.
In case board members also hold officer positions 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: Jens Due Olsen, Henrik Juuel and Mats Thorén and Donna Haire.
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 the Company's Articles of Association § 17a-c. 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. The two authorizations expire on 30 April 2030 and are subject to an aggregate limit of nominally DKK 75,000,000.
Items 8.b - The Annual General Meeting renewed the authorization to the Board of Directors to issue warrants to employees and members of the executive management and the Board of Directors in Article 18a of the Articles of Association. The authorization is set out limited so that (i) the aggregate number of warrants outstanding issued to employees and members of management 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 to the authorization shall be nominally DKK 6,000,000 (corresponding to approximately 1.21% of the Company's share capital). The authorization has a duration of one year expiring on 30 April 2027.?
Item 8.c -The Annual General Meeting approved the following provision be added to Article 12 of the Articles of Association:
"Resolutions by the board of directors shall be passed by a simple majority of votes unless otherwise stipulated in these Articles of Association. In the event of a tie, the chair shall have the casting vote."
Item 8.d - 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
Klaus Juhl Wulff, Investor Relations, BioPorto A/S, investor@bioporto.com, C: +45 25633990
About BioPorto
BioPorto is an in vitro diagnostics company focused on saving patients' lives and improving their quality of life with actionable kidney biomarkers - tools designed to help clinicians make changes in patient management. The Company leverages its expertise in 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 risk assessment and diagnosis of Acute Kidney Injury (AKI), 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 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 and FDA cleared ProNephro AKITM (NGAL) for pediatric use in the US.
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.
