BY WRITTEN PROCEDURE : NOTICE TO CONVENE AN EXTRAORDINARY GENERAL MEETING

NOTICE TO CONVENE AN EXTRAORDINARY GENERAL MEETING

DANISH BIO – DANSK BIOTEK

(CVR no. 28 43 65 72)

Notice is hereby given to an Extraordinary General Meeting of DANISH BIO – DANSK BIOTEK to be held on

Monday, 27 June 2022, at 15.00 (CEST)

by written procedure

The agenda is as follows:

a)  Election of Chairman of the Extraordinary General Meeting
b)  Proposal from the Board to amend the Articles of Association of DANISH BIO – DANSK BIOTEK

1. Amendment of name (§ 1)
2. Amendment of § 6(c) regarding determination of membership fee

Re a) – Election of chairman of the Extraordinary General Meeting

The Board proposes election of Attorney-at-Law, Henrik Laursen as Chairman of the Extraordinary General Meeting.

Re b) Proposal from the Board to amend the Articles of Association of DANISH BIO – DANSK BIOTEK

At the Annual General Meeting held on 6 May 2022, the General Meeting did not constitute quorum to adopt the Board’s proposal to amend the Articles of Association of DANISH BIO – DANSK BIOTEK. Pursuant to article 13 of the Articles of Association, the Chairman of the Board may call for an Extraordinary General Meeting if the General Meeting in such matters is not competent to transact business. At the following Extraordinary General Meeting, the items which were not considered at the original General Meeting due to the quorum requirements may be adopted by 3/4 of the votes cast at the Extraordinary General Meeting.

As such, the Board re-proposes to amend the Articles of Association of DANISH BIO – DANSK BIOTEK as follows:

Re item b)(1):
The Board proposes that we align our new, more international style with our name – hence, we propose that our official name is changed to DANISH BIO – DANSK BIOTEK.

Specifically, it is proposed to amend § 1 as follows (English and Danish):

Ҥ 1 Name
The name of the Association is DANISH BIO – DANSK BIOTEK – with the alias Foreningen af Bioteknologiske Industrier i Danmark.”
Ҥ 1 Navn
Foreningens navn er DANISH BIO – DANSK BIOTEK — med binavnet Foreningen af Bioteknologiske Industrier i Danmark.”

Re item b)(2):
The Board proposes that § 6(c) of the Articles of Association shall be amended so that the membership fees of DANISH BIO – DANSK BIOTEK will be determined for the following calendar year (instead of the current calendar year).

The current § 6 will thus be amended as follows (English and Danish):

Ҥ 6 Agenda
[…]
c) Fastsættelse af kontingent for det følgende kalenderår.
[…]”
Ҥ 6 Dagsorden
[…]
c) Determination of membership fee for the following calendar year.
[…]”

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The above proposal is identical to that proposed by the Board at the Annual General Meeting held on 6 May 2022.
The approved Articles of Association will be available on DANISH BIO – DANSK BIOTEK’s website after the Extraordinary General Meeting.

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Resolution requirements
The proposals set out in items a) of the agenda must be adopted by a simple majority of votes. Adoption of the proposals set out in item b) of the agenda requires at least 3/4 majority of the votes cast on the General Meeting.

Practical information
The Board proposes that the Extraordinary General Meeting is held by written resolutions. Thus, the general meeting will not take place as a physical event.

Any member of DANISH BIO – DANSK BIOTEK may by written notice to the Chairman of the Board request that the General Meeting be held as a physical meeting, provided that such notice is given to the Chairman of the Board no later than Tuesday, 21 June 2022 at 10:00 (CEST). If no such requests are received by the Chairman of the Board within this deadline, the General Meeting will be held at the abovementioned time and date by written resolutions. If a member requests holding the General Meeting as a physical meeting, the Board will provide further details regarding the practicalities of such physical General Meeting in a separate notice.

We encourage the Members to give proxy to the Chairman of the Board to vote on their behalf at the Extraordinary General Meeting (proxy form is attached to this notice). A scanned copy of the completed and signed proxy form must be sent by e-mail to: dd@danskbiotek.dk no later than on Tuesday, 21 June 2022, at 10:00 (CEST).

Further, we encourage the Members to submit any questions well in advance of the Extraordinary General Meeting.

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Date: 10 June 2022
Kind regards
The Board of DANISH BIO – DANSK BIOTEK