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Genetic Analysis AS: Minutes from the Extraordinary General Meeting

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OSLO, NORWAY - 20 September 2021: On 20 September 2021, an extraordinary general meeting in Genetic Analysis AS (“GA” or “the Company”) took place at 14.00 CET. Today's extraordinary general meeting formally decided on the share capital increase and the issuance of warrants for the IPO. The first day of trading in Genetic Analysis on Spotlight Stock Market is expected to be on 1 October 2021.

 

Minutes of an extraordinary general meeting

An extraordinary general meeting of Genetic Analysis AS (the "Company") was held on 20 September 2021 at 14:00 in the Company's offices in Kabelgata 8, 0580 Oslo.

Agenda:

1. Opening of the general meeting by the chairperson of the board
The chairperson of the board of directors, Kathryn M. Baker, opened the general meeting and gave a report on attendance.

The chairperson of the board made a record of the attending Shareholders and the Shareholders represented by proxy. The total number of shares represented was 7,783,487, equal to 45.2% percent of the total number of shares in the Company. No objections were made to the record. The record is enclosed as Appendix 1 to these minutes.

2. Election of a chairperson and a person to co-sign the minutes
Kathryn M. Baker was elected as chairperson of the meeting.
Tore Grøttum was elected to sign the minutes together with the chair of the meeting.

The decision was unanimous; see the voting result included in Appendix 2 to these minutes.

3. Approval of the notice and the agenda
The notice and the agenda were approved.

The decision was unanimous; see the voting result included in Appendix 2 to these minutes and on the Company’s webpage.

4. Share capital increase in connection with listing of the Company's shares on Spotlight Stock Market
The chairperson of the Board presented the proposal in the notice and further that the board proposes that maximum number of shares referred in the notice are issued.
The general meeting passed the following resolution:
  1. The Company's share capital is increased with NOK 4,620,000 by issuance of 7,700,000 new shares, each of par value NOK 0.60.
  1. The subscription price shall be NOK 7.80 per share.
  1. Existing shareholders' preferential rights to subscribe for new shares in accordance with the Private Limited Companies Act § 10-4 (1) is set aside in accordance with the Private Limited Companies Act § 10-5.
  1. The new shares shall be subscribed by subscribers as included in appendix to the minutes from the general meeting and with such distribution as listed therein. Subscriptions shall be made in a separate subscription form.
  1. The deadline for subscribing the new shares shall be 20 September 2021.
  1. The total subscription amount shall be paid to a separate bank account for share issue purposes within 21 September 2021.
  1. The new shares gives the holder right to dividends and other shareholder rights from the time the share capital increase is registered with the Norwegian Register of Business Enterprises.
  1. The Company's expenses in relation to the Private Placement is estimated to about MNOK 5.4 ex. VAT.
  1. § 4 in the Company's articles shall be amended to reflect the share capital and number of shares in the Company after the share capital increase.
  1. This resolution is conditional on the general meeting approving the board of director's proposals under item 5 and 6.
The decision was unanimous; see the voting result included in Appendix 2 to these minutes and on the Company’s webpage.

5. Issuance of warrants series TO 1
The chairperson of the Board presented the proposal in the notice and further that the board proposes that maximum number of warrants series TO 1 referred in the notice are issued.
The general meeting passed the following resolution:
  1. The Company shall issue 4,620,000 warrants in accordance with the provisions of the Limited Companies Act Chapter 11 III, each identified as "TO 1".
  1. Each warrant shall give the right to subscribe for one (1) new share in the Company, nominal value NOK 0.60, at a subscription price of NOK 9.30.
  1. No consideration shall be payable for the issuance of the warrants.
  1. The warrants will be registered in the Central Securities Depository of Norway (VPS). The warrants are freely transferable.
  1. The warrants shall be subscribed by subscribers as included in appendix to the minutes from the general meeting and with such distribution as listed therein, and in the same ratio as they subscribe shares in the Offering, with a number of warrants constituting 60% of the number of allocated shares. Subscriptions shall be made in a separate subscription form.
  1. The deadline for subscribing the new shares shall be 20 September 2021.
  1. The warrants may be exercised by written notice to the Company in the period from and including 2 November 2022 to and including 16 November 2022.
  1. Shares to be issued as a result of the exercise of the warrants shall carry rights to dividends from the date on which the relevant capital increase is registered with the Register of Business Enterprises.
  1. In the event of any split or consolidation of the Company’s shares, the number of warrants and the exercise price shall be adjusted correspondingly. In case of dividend, the exercise price shall be reduced on a NOK by NOK basis for any dividend paid on each share. The warrants shall not carry any special rights in the event of a liquidation or transformation of the Company.
  1. If the Company after the date of this general meeting carries out a bonus issue, the warrants and the subscription price shall be adjusted proportionally in the same manner as for a split of the Company's shares.
  1. The holders of the warrants shall otherwise have no rights in connection with share issues or reduction of share classes or in connection with issues of additional warrants. In connection with mergers, demergers and transformation, the holders shall have the same rights as a shareholder as adjusted for the share contribution not having been paid in.
  1. This resolution is conditional on the general meeting approving the board of director's proposals under item 4 and 6.
The decision was unanimous; see the voting result included in Appendix 2 to these minutes and on the Company’s webpage.

6. Issuance of warrants series TO 2
The chairperson of the Board presented the proposal in the notice and further that the board proposes that maximum number of warrants series TO 2 referred in the notice are issued.
The general meeting passed the following resolution:
  1. The Company shall issue 5,390,000 warrants in accordance with the provisions of the Limited Companies Act Chapter 11 III, each identified as "TO 2".
  1. Each warrant shall give the right to subscribe for one (1) new share in the Company, nominal value NOK 0.60, at a subscription price of NOK 10.70.
  1. No consideration shall be payable for the issuance of the warrants.
  1. The warrants will be registered in the Central Securities Depository of Norway (VPS). The warrants are freely transferable.
  1. The warrants shall be subscribed by subscribers as included in appendix to the minutes from the general meeting and with such distribution as listed therein, and in the same ratio as they subscribe shares in the Offering, with a number of warrants constituting 70% of the number of allocated shares. Subscriptions shall be made in a separate subscription form.
  1. The deadline for subscribing the new shares shall be 20 September 2021.
  1. The warrants may be exercised by written notice to the Company in the period from and including 8 November 2023 to and including 22 November 2023.
  1. Shares to be issued as a result of the exercise of the warrants shall carry rights to dividends from the date on which the relevant capital increase is registered with the Register of Business Enterprises.
  1. In the event of any split or consolidation of the Company’s shares, the number of warrants and the exercise price shall be adjusted correspondingly. In case of dividend, the exercise price shall be reduced on a NOK by NOK basis for any dividend paid on each share. The warrants shall not carry any special rights in the event of a liquidation or transformation of the Company.
  1. If the Company after the date of this general meeting carries out a bonus issue, the number of warrants and the subscription price shall be adjusted proportionally in the same manner as for a split of the Company's shares.
  1. The holders of the warrants shall otherwise have no rights in connection with share issues or reduction of share classes or in connection with issues of additional warrants. In connection with mergers, demergers and transformation, the holders shall have the same rights as a shareholder as adjusted for the share contribution not having been paid in.
  1. This resolution is conditional on the general meeting approving the board of director's proposals under item 4 and 5.

The decision was unanimous; see the voting result included in Appendix 2 to these minutes and on the Company’s webpage.

7. Authorisation to the board of directors to increase the share capital
The chairperson of the Board explained that it is desirable that the board is granted authorisation to increase the Company's share capital by up to NOK 5,151,293. The authorisation is equal to the authorisation already resolved by the general meeting on 28 October 2020. It follows from the proposed authorisation that the shareholders’ preferential rights to subscribe to the new shares may be waived.
The proxy shall facilitate for future issuance of shares for contributing additional capital or other assets to the company, to facilitate merger with or acquisitions of other companies and to settle liabilities of the Company, including liabilities derived from the option program for the Board and management.
The general meeting passed the following resolution:
  1. The board of directors is authorized pursuant to the Companies Act § 10-14 (1) to increase the Company’s share capital by up to NOK 5.151.293. Subject to this aggregate amount limitation, the authority may be used on more than one occasion.
  1. The authorisation is valid until and including 28 October 2022.
  1. The shareholders’ preferential rights to new shares pursuant to section 10-4 of the Private Limited Companies Act may be waived, cf. the Private Limited Companies Act section 10-5.
  1. The authority covers capital increases against contributions in cash and contributions other than in cash. The authority covers the right to incur special obligations for the Company, ref. § 10-2 of the Companies Act and merger pursuant to the Companies Act § 13-5.
  1. The authorisation replaces previously granted authorisations to increase the share capital.
The decision was unanimous; see the voting result included in Appendix 2 to these minutes and on the Company’s webpage.

8. Resignation of the deputy member of the Board

The chairperson of the Board presented the proposal in the notice.
The general meeting passed the following resolution:
There shall no longer be deputy members to the Board. Accordingly, Giovanni Magni resigns the role as deputy.
The decision was unanimous; see the voting result included in Appendix 2 to these minutes and on the Company’s webpage.
Oslo, 20 September 2021

Kathryn M. Baker
Chairperson

 Tore Grøttum
Co-signor
 

Appendixes available on the Company’s webpage:
1: List of attending shareholders
2: Overview of votes for each agenda item
3: List of subscribers

For further information, please contact:

Ronny Hermansen, CEO
E-mail: rh@genetic-analysis.com

About Genetic Analysis 

Genetic Analysis AS (GA) is a science-based diagnostic company and pioneer in the human microbiome field with more than 10 years of expertise in research and product development.  The unique GA-map® platform is based on a pre-targeted multiplex approach specialized for simultaneous analysis of a large number of bacteria in one reaction. The test results are generated by utilizing the clinically validated cutting edge GA-map® software algorithm. This enables immediate results without the need of further bioinformatics work. GA’s vision is to become the leading company for standardized gut microbiota testing worldwide, and GA is committed to help unlocking and restoring the human microbiome through its state-of-the-art technology. GA holds 22 highly qualified employees with relevant scientific backgrounds and with competence in bioinformatics, molecular biology, and bioengineering. www.genetic-analysis.com

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ipo Extraordinary General Meeting Genetic Analysis AS

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