BioPorto

Pre-Annual General Meeting Information • Mar 16, 2016

Annual General Meeting of Shareholders of BioPorto A/S will be held on:

    Thursday, April 14th, 2016, at 15:00, at the Company’s address:

            Tuborg Havnevej 15, st., 2900 Hellerup, Denmark

                    (Parking in Waterfront Shopping)

With the following 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 for the
past year is noted.

2) Presentation of the annual report for approval and allocation of profit or
covering of loss

The Board of Directors proposes approval of the audited annual report of 2015
with the proposal of this year’s loss brought forward.

3) Decision to discharge the Board of Directors and Executive Management from
liability

The Board of Directors proposes to discharge the Board of Directors and
Executive Management from liability.

4) Approval of remuneration of the Board of Directors

The Board of Directors proposes that the remuneration for the Board of
Directors for the financial year 2016 is determined as a base fee of DKK
150,000. The Vice-chairman receives DKK 350,000 and the Chairman receives DKK
500,000.

The Board of Directors further proposes that Board members can 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 committee membership. Currently the following committees are established;
Audit committee, Nomination committee, Remuneration committee, Research- and
development Committee and Business development Comittee.

5) Election of members to the Board of Directors

The Board of Directors proposes re-election of the following Board members:
Thomas Magnussen, Torben A. Nielsen and Jan Kuhlmann Andersen. Roar Bjørk
Seeger will not be seeking re-election.

The backgrounds of the candidates are described below. The annual report for
2015 contains information on the managerial offices of the current Board of
Directors.

Thomas Magnussen (born 1953, Danish citizen)

Elected to the Board of Directors in BioPorto since 2013. Thomas Magnussen is
Chairman and co-founder and partner in QuantumWise A/S, Zylinc A/S, and Manager
and Chairman in Zylinc A/S, respectively. Thomas Magnussen is an entrepreneur
within high-tech space start-up companies with global business scope. Thomas
Magnussen has experience in commercialization strategies and from industries
including nanotechnology, ICT and Medtech. Thomas Magnussen holds an MBA from
INSEAD and a Ph.D and M.S. from DTU.

Torben A. Nielsen (born 1960, Danish citizen)

Elected to the Board of Directors in BioPorto since 2013. Torben Nielsen has
over the past 25 years held senior positions in the financial sector – most
recently as member of the executive management in Sydbank, responsible for
asset management, capital markets, treasury as well as CEO of BankInvest.
Concurrently, he has held several national and international board memberships,
including former membership of the board in Nasdaq Copenhagen A/S. Of a total
of 30 years in the financial sector, of which 5 years in New York and London,
Torben A. Nielsen has built and managed businesses at home 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 A.
Nielsen holds DIEUs top management education VL (2006) and a banking education.
Torben Arnth Nielsen has his own business and is partner in ‘Linde og Partners
Kapitalrådgivning A/S’.

Jan Kuhlmann Andersen (born 1961, Danish citizen)

Since 1995, Jan Kuhlmann Andersen has worked with sales within the life
sciences area, mostly in US-owned companies (FMC, Cambrex, Fisher Scientific
and Thermo Fisher Scientific). Since 2007, Jan Kuhlmann Andersen has been Vice
President, Sales & Marketing, in the Animal Health & Nutrition division in Chr.
Hansen A/S. In addition, Jan Kuhlmann Andersen is the Chairman of Cytovac A /S.
Until January 1, 2015, Jan Kuhlmann Andersen was also a Board member in
Noscomed Medical Supply A / S and in the French Life Science company Cell Made.
Jan Kuhlmann Andersen holds a Master of Science in Biology, and a Ph.D. degree.

6) Proposals from the Board of Directors

A) Change from bearer shares to registered shares

The Board of Directors proposes to amend the Articles of Association so that
the shares of BioPorto are changed from being issued to the bearer to being
issued in the name of the holder. The proposal is due to changes in the Danish
Companies Act, which now require that new shares must be issued in the name of
the holder.

The proposal entails that clauses 3, 16c, 17c and 18(4) are amended as set out
below:

                               “Article 3

The Company’s shares are negotiable securities and issued in the names of
holders.

The right to dividend, that has not been withdrawn, becomes statute-barred in
accordance with applicable law.”

                              “Article 16c

                            Capital Increase

A maximum of nominally DKK 120,000,000 shares can be issued by exercise of the
authorizations 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 and shall be issued in the names of the holders. No
restrictions shall apply to the transferability of the new shares.”

                              “Article 17c

                            Convertible debt

Loans with a total principal amount of DKK 36,050,000 as a maximum can be
raised by exercise of the authorizations 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 and shall be issued in the name of
the holders. No restrictions shall apply to the transferability of the new
shares. “

                         “Article 18, section 4

                                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 when the board of directors adopts the decision to
increase the share capital. The new shares shall also be issued in the name of
the holders and no restrictions shall apply to the transferability of the new
shares.”

As a consequence of shares being issued in the name of the holder, announcement
of general meetings in the Danish Business Authority’s IT system is no longer
required. It is therefore proposed to amend article § 6 to the following:

                               “Article 6

General meetings shall be convened by the board of directors by announcement on
the Company’s website and by notice to shareholders, who have so requested,
giving at least three (3) weeks’ and at most five (5) weeks’ notice.

The notice convening the general meeting shall include the agenda of the
general meeting and such other information as the law prescribes.

For a period of three (3) weeks before each general meeting and up to and
including the day of the general meeting a copy of the convening and the
agenda, complete proposals, documents presented at the meeting, information on
voting and capital structure at the time of the notice and forms for submission
of proxy and postal votes will be available from the Company's website.

Shareholders are entitled to have particular business transacted at the general
meeting. Proposals for the annual general meeting shall be submitted in writing
to the board of directors no later than six (6) weeks prior to the general
meeting. If the proposal is received after the deadline, the board of directors
decides whether the proposal is submitted in time for the business to be
included in the agenda.”

B) Proposal for amending clause 10 in the Company’s Articles of Association –
Electronic communication with the Company’s shareholders

The Board of Directors proposes to amend the Articles of Association so that
communication from the Company to the shareholders will be performed
electronically. Accordingly, it will no longer be possible to require notices
for general meeting to be sent by regular mail. Instead, the Company’s
shareholders must provide the Company with an e-mail address, to which the
notice will be sent.

It is therefore proposed to amend article 10 of the Company’s Articles of
Association to the following:

                              “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 e-mail. The Company may at any time choose to communicate by
regular mail as an alternative or in addition to e-mail. 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 e-mail.

The Company must request from the registered shareholders an e-mail address to
which notices, etc. can be sent. It is the shareholder's responsibility to
ensure that the Company has the correct e-mail 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.”

C) Proposal for amending clause 18 in the Company’s Articles of Association –
renewal of authorization to issue of warrants

The Board of Directors proposes that the authorization in article 18 in the
Articles of Association to issue warrants to employees and the executive
management in the Company is renewed. Accordingly, it is proposed that the
Board of Directors may, from the date of the Annual General Meeting until April
14, 2021, issue new warrants on one or more occasions for up to nominally DKK
7,500,000 shares and further increase the share capital correspondingly.
Further, it is proposed to update the authorisation to include issuances to
management and employees of all of the Company’s subsidiaries.

It is therefore proposed to amend articles 18 of the Company’s Articles of
Association to the following:

                              “Article 18

                                Warrants

Until April 14, 2021, the board of directors is authorized to issue warrants,
on one or more occasions, entitling the holder(s) to subscribe for up to
nominally DKK 7,500,000 shares. The new warrants can be issued to employees and
the executive management in the Company and its subsidiary and is without
pre-emptive rights for existing shareholders.

Issued warrants, that lapse unused or are returned to the Company, may be
reissued or reused.

The board of directors is authorized 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 when the board of directors adopts the decision to
increase the capital. The new shares shall also be issued in the names of the
holders and no restrictions shall apply to the transferability of the new
shares.

The board of directors is authorized to amend the Articles of Association as
required following exercise of this authorisation.”

7) Election of Auditor

The Board of Directors proposes re-election of PricewaterhouseCoopers
Statsautoriseret Revisionspartnerselskab as the company’s auditor.

8) Any other business

BioPorto A/S

The Board of Directors

Further information:

Gry Husby Larsen

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