Minutes from the Annual General Meeting of Bionor Pharma ASA

27.05.2011 - Bionor Pharma ASA´s Annual General Meeting was held today. All proposed resolutions in the notice to the meeting were approved by the shareholders

 

Important resolutions include:

*6. Change of the definition of intent in the articles of association

The proposal to change the definition of intent in the articles of association was to reflec the fact that Bionor Pharma during the last year to a large extent has become a pure vaccine company and that the company's core business going forward will be to further clinically develop and commercialize its vaccine candidates.

The proposed new definition of intent ($3) was:

"The objectives of the company are to perform research and development, patenting and commercialization of products in the pharmaceuticals and biotech industry, and business related thereto. The company may further participate in other companies within similar business areas."

*9. Election of new board member

The proposed new board member, Erik Danielsen, was presented in an announcement to the Oslo Stock Exchange on May 23rd 2001.

The new board now consist of:

Wenche Rolfsen (Chairman)
Thomas Falck (Deputy chairman)
Elsebeth Budolfsen
Eric Cameron
Erik Danielsen

*10. Renewal of authority to increase share capital for use in the company’s incentive program

The Chairman of the Board put forward the proposal for an authority of up to 10 million shares, to replace two earlier authorities of combined 7.5 million shares, which expired at this annual meeting.

The proposal was as follows:

1. The Board is given the authorization to increase the share capital by up to NOK 2,500,000 by issuing of up to 10,000,000 new shares, each with a nominal value of NOK 0.25.

2. The shares can be issued as part of the company’s incentive program for its senior management team.

3. The authorization is valid until next ordinary general meeting or 30th June 2012 at the latest.

4. The shareholder’s preferential rights according to the Norwegian Public Limited Liability Companies Act §10-4 can be set aside.

5. The authorization does not apply to capital increases in other assets than cash, the right to incur the company particular obligations, ref. the Norwegian Public Limited Liability Companies Act § 10-2 or the decision of merger according to the Norwegian Public Limited Liability Companies Act § 13-5.

6. The authorization replaces all previously approved authorizations to increase the share capital (except any additional board authorization approved by the ordinary general meeting of 2011, see item 11).

 

*11. Renewal of authority to increase share capital for use in a private placement 

The Chairman of the Board put forward the proposal for an authority of up to 18 million shares, to replace an earlier authority of 7.5 million shares, which expired at this annual meeting. 

The proposal was as follows:

1. The Board is given the authorization to increase the share capital by up to NOK 4,500,000 by issuing of up to 18,000,000 new shares, each with a nominal value of NOK 0.25.

2. The shares can be issued as part of a strategic process or to finance the Group’s operations.

3. The shareholder’s preferential rights according to the Norwegian Public Limited Liability Companies Act §10-4 can be set aside.

4. The authorization is valid until next ordinary general meeting or 30th June 2012 at the latest.

5. The authorization does not apply to the right to incur the company particular obligations, ref. the Norwegian Public Limited Liability Companies Act § 10-2 or the decision of merger according to the Norwegian Public Limited Liability Companies Act § 13-5.

6. The authorization replaces all previously approved authorizations to increase the share capital (except any additional board authorization approved by the ordinary general meeting of 2011, see item 10).

 

Link to complete Minutes of the Annual General Meeting.