You are here
Minutes from Annual General Meeting
The Annual General Meeting for 2009 for NorDiag ASA was held today. The Minutes from the General Meeting, including a register of shareholders present, is attached. A total of 63,4% of the share capital and voting rights was represented. All resolutions made were in accordance with the recommendations from the Board of Directors and the Nomination Committee.
The General Meeting approved the Annual Accounts and the Annual Report for the financial year of 2008, as proposed by the Board of Directors, including the covering of loss.
It was further resolved to carry out a share consolidation in the ratio of 10:1 by increasing the nominal value of the shares with NOK 0.90 from NOK 0.10 to NOK 1.00, so that 10 shares are consolidated into 1. This caused the requirement for a share issue of 4 new shares prior to the consolidation, in order to achieve a round number of shares. For practical reasons the General Meeting resolved that the shareholders' preferential rights to the 4 new shares were waived.
The share issue of four new shares will be carried out immediately. However, based on normal progress, it is expected that it will take up to two weeks until the share issue is registered with the Norwegian Register of Business Enterprises.
When the share issue is registered with the Norwegian Register of Business Enterprises, the share consolidation will immediately be reported to the Norwegian Register of Business Enterprises and VPS through the company's registrar. The share consolidation will be effective with respect to trading in the company's shares as soon as feasible following the registration of the share issue with the Norwegian Register of Business Enterprises.
The normal lag in VPS is three working days. This means that it will take three working days from the company notifies VPS of the resolution of a share consolidation until this share consolidation is reflected in the VPS/shareholder register and hence is completed. The share consolidation will then affect those persons which are registered as shareholders at the time of implementation of the share consolidation, and e.g. not those registered as shareholders at the time of the resolution by the General Meeting regarding the share consolidation.
As a result of the share consolidation, the number of shares will be reduced from 120,651,690 to 12,065,169. Some of the company's shareholders have shareholdings which are not divisible by 10, and these will be rounded upwards to the nearest whole share after the consolidation. Furthermore, the company has agreed with certain shareholders that they will free of compensation surrender the necessary number of shares to complete the rounding process.
As the company has outstanding warrants it was resolved to implement a consolidation of the warrants, corresponding to the share consolidation, so that 10 warrants are consolidated into 1. The procedure for the consolidation of warrants is equal to the share consolidation. Through the consolidation of warrants, the number of 3,860,706, while the number of C-warrants will be reduced from 4,080,000 to 408,000. For further information related to the consolidation of warrants, reference is made to the attached Minutes and the notice dated 15 April 2009.
Other resolutions made at the General Meeting include the reduction of the share premium fund. Furthermore, Mr Hans Hekland was elected as Deputy Chairman of the Board of Directors. Besides this election, the composition of the Board of Directors is unchanged, as no Board members were up for election.
Contact:
CFO Tone Kvåle, phone +47 915 19576.
About NorDiag: NorDiag is a biotechnology company developing, manufacturing and marketing automated solutions, instruments and tests, for use in diagnostic of infectious diseases and cancer. The Company`s core competence is isolation of bacterial and human DNA from difficult clinical samples, and the Company has established a solid market share in the Scandinavian market for sexually transmitted infections. The company has similar applications for Tuberculosis, MRSA and DNA from stool. Applications for respiratory pathogens and viruses are under development. NorDiag was founded in 2003 and has its headquarters in Oslo - Norway. The Company has offices and laboratories in Stockholm - Sweden and West Chester (PA) - USA. The group has 36 employees. NorDiag is listed on Oslo Stock Exchange with the ticker NORD.
For further information - www.nordiag.com.
Read the notice and the protocol here.
Read the notice and the protocol in Norwegian here.