Genetic Analysis AS: Notice of Extraordinary General Meeting 2024

As announced in the abovementioned press release, the subscription of shares by one board member and the CEO of the Company in the Directed Issue is contingent upon approval from an extraordinary general meeting in accordance with the rules applicable for the Spotlight Stock Market (the "EGM Conditional Issue"). Consequently, the EGM Conditional Issue will be carried out in a separate tranche with gross proceeds of NOK 0.45 million. The EGM Conditional Issue will be conducted on the same terms as the Directed Issue.

Accordingly, the board of directors proposes that the general meeting approves a share capital increase in the Company of NOK 450,000 by issuance of 600,000 new shares at a subscription price of NOK 0.75, where board member Thorvald Steen subscribes for 400,000 shares and CEO Ronny Hermansen subscribes for 200,000 shares.

The EGM Conditional Issue entails a deviation of existing shareholders' right to subscribe for new shares in the Company. As further detailed in the press release from the Company on 1 July 2024 regarding the Directed Issue and the EGM Conditional Issue, the board of directors has carefully considered the possibility of carrying out a rights issue as an alternative to the directed issues, but have concluded that this would have entailed a significantly longer completion period and thus exposure to share price fluctuations and may lead to the Company losing the opportunity to make value-driving investments as well as securing going concern. The board of directors has also assessed that a preferential rights issue would require significant underwriting from a consortium of guarantors, which would entail substantial costs and/or further dilution for existing shareholders. A preferential rights issue would likely also have been made at a lower subscription price, given the recent discount levels for preferential rights issues in the market. The board of directors specifically considers the EGM Conditional Issue necessary to help meet the condition set for an innovation loan for which the Company has received a conditional loan commitment. Further rationale is provided in the press release.

On this background, the board of directors considers that the deviation of existing shareholders' preferential rights is fair and that the EGM Conditional Issue is in the Company's and shareholders' best interest.

Information on material events in the Company after the last balance sheet date, including the Company's interim financial reports are announced and available at the Company's websites as well Spotlight Stock Market's information system for news.

On this background, the board of directors proposes that the general meeting makes the following resolution:

(i)              The Company's share capital shall be increased by NOK 360,000 by issuance of 600,000 new shares, each with a nominal value of NOK 0.60 (the "EGM Conditional Issue").

(ii)            The new shares shall be issued at a subscription price of NOK 0.75 per share.

(iii)           The new shares shall be issued to Thorvald Steen (400,000 shares) and Ronny Hermansen (200,000 shares).

(iv)           Existing shareholders' preferential rights pursuant to section 10-4 of the Norwegian Limited Liability Companies Act are deviated from in accordance with section 10-5 of the Norwegian Limited Liability Companies Act.

(v)            Subscription shall be made no later than 18 July 2024 on a separate subscription form by Thorvald Steen and Ronny Hermansen, respectively.

(vi)           Payment of the subscription amount shall be made no later than 19 July 2024 to the Company's bank account. 

(vii)         The new shares give right to dividend and other shareholders' right in the Company from such date the share capital increase is registered with the Norwegian Register of Business Enterprises.

(viii)        The Company's estimated costs in connection with the share capital increase is approximately NOK 30,000.

(ix)           Section 4 of the articles of association is amended so that it reflects the share capital and number of shares following the share capital increase.

Following the capital increase executed in connection with the Directed Issue, the Company has utilized nearly the entire board authorization granted by the ordinary general meeting on 14 May 2024. To ensure that the board retains sufficient flexibility to raise additional capital until the ordinary general meeting in 2025, it is proposed that the board be granted an authorization to increase the Company's share capital by up to NOK 5,925,992, which corresponds to approximately 20% of the Company's share capital following completion of the Directed Issue and the EGM Conditional Issue.

The purpose of the authorisation is to provide the board of directors with flexibility to issue new shares as, e.g., consideration in acquisitions and other strategic transactions for the Company, as well as in strengthening the Company's share capital.

To ensure that the authorization can be used in accordance with its purpose, the board proposes that the authorization grants the board the right to deviate from existing shareholders' preferential rights.

The board of directors proposes that the general meeting makes the following resolution:

(i)              The board of directors is authorized pursuant to section 10-14 (1) of the Norwegian Private Limited Companies Act to increase the Company's share capital by up to NOK 5,925,992. Subject to said limitation on the aggregate amount, the authorization may be used on one or more occasions.

(ii)            The preferential rights of shareholders to the new shares under section 10-4 of the Norwegian Limited Liability Companies Act may be set aside, cf. section 10-5 of the Norwegian Limited Liability Companies Act.

(iii)           The authorisation covers share capital increases against contributions in cash and contributions in assets other than cash. The authorisation comprises the right to incur special obligations for the Company, cf. section 10-2 of the Norwegian Limited Liability Companies Act as well as decisions on mergers in accordance with section 13-5 of the Norwegian Limited Liability Companies Act.

(iv)           The authorisation shall be valid until the next annual general meeting in the Company, but not later than 30 June 2025.

(v)            With effect from the time of registration of this authority with the Norwegian Register of Business Enterprises, the general authorisation to the board of directors to increase the share capital by NOK 5,058,882 granted by the annual general meeting on 14 May 2024, is revoked, while the authorisation to increase the share capital with NOK 2,023,550 shall remain in force.

Oslo, 3. July 2024

On behalf of the board of directors in

Genetic Analysis AS

Jethro Holter
Chairperson of the board of directors

Appendices:

1. Registration form

2. Proxy form