BioPorto — Proxy Solicitation & Information Statement 2017

Mar 17, 2017

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-

Adoption Adoption of agenda item 6d requires the acceptance of at least 2/3 of
require both the votes cast at the general meeting and of the share capital
ments represented at the general meeting. All other proposals may be
adopted by simple majority.
Share At the time of convening, the share capital of the Company amounts to
capital DKK 142,494,056. The share capital is fully paid-up and divided into
, voting shares of nominally DKK 1.00. Each share carries one vote
rights (corresponding to 142,494,056 votes).
and
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institu
tion
Submissi The convening notice, including the agenda, complete proposals,
on of information on voting rights and share capital on the convening date,
documen the form for proxy and voting by correspondence as well as the
ts and audited annual report for 2016 will be available on the Company
questio website, www.bioporto.com. Until and including the day before the
ns Annual General Meeting, shareholders may address questions regarding
the agenda or documents for the general meeting to the Company in
writing.
Record The right of a shareholder to attend the Annual General Meeting and to
date 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 14, 2017.
Admissio Request for admission cards must be no later than April 18, 2017 by
n card 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 request
form can be located on www.bioporto.com under “Investor Relations”
and subsequently “Annual General Meeting”.
Starting this year, admission cards will be sent out electronically
via email to the email address provided in the shareholders’ portal
upon registration. Shareholders are kindly requested to verify that
the correct e-mail address is specified in the shareholder portal.
Access card must be presented at the meeting either electronically on
a smartphone / tablet or printed.
Shareholders who have ordered admission cards without specifying their
email address may collect the admission card at the entrance of the
Annual General Meeting upon presentation of ID.
Voting forms will be handed out at the entrance of the Annual General
Meeting.
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 18, 2017
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.com under “Investor Relations” and
subsequently “Annual General Meeting”.
Admission cards to shareholders’ advisers or administrators must also
be obtained within the period specified.
Vote by Shareholders may vote by correspondence.
corresp Vote by correspondence must be received by the Company no later than
ondence April 18, 2017 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.com under
“Investor Relations” and subsequently “Annual General Meeting”.

BioPorto A/S

The Board of Directors

Further information:

Gry Husby Larsen

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