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Notice og extraordinary general meeting
NorDiag ASA calls for an extraordinary general meeting to be held on Friday 16 March 2007 at 1500 hours in the company’s offices in Thormøhlens gate 55 (Bergen High Technology Centre). The extraordinary general meeting will be opened by the chairman of the board Mårten Wigstøl.
The Board of directors proposes the following agenda:
1. Election of a person to chair the meeting
2. Approval of the notice and the agenda
3. Election of a person to co-sign the minutes from the meeting
4. Share capital increase – consideration shares
5. Share capital increase – private placement
6. Board authorization – rights issue
7. Board authorization – option scheme
8. Election of new board members
Notice will be sent to all shareholders with registered address. Shareholders who wish to attend the extraordinary general meeting are asked to send The Admission Card to NorDiag ASA, Thormøhlensgate 55, N-5008 Bergen, Norway. The Admission Card must be received by the company no later than Wednesday 14 March 2007 at 4 p.m. Shareholders that wish to be represented by an authorized person are asked to send the Power of Attorney within the same time limit.
Regarding Item 4: The Board proposes a share capital increase following a Share Purchase Agreement entered into with the majority of the shareholders in Genpoint AS. See details in the enclosed notice. See also other stock exchange release to day.
Regarding Item 5: In order to secure that the Company shall have a satisfactory financial strength following the Genpoint acquisition, the board proposes that the general meeting resolves to issue new shares in a private placement to a syndicate of investors that are willing to subscribe for shares for a gross amount of NOK 32,6 million. The subscription price in the private placement is NOK 8,50 per share. Full text of the board proposal in the enclosed notice, see also other stock exchange release to day.
Regarding Item 6: The Board proposes that the general meeting authorise the board to increase the share capital by an amount of up to NOK 117 647 by the issuance of up to 1 176 470 new shares in a rights issue. The reason for the proposal is to enable the board to issue shares to shareholders who were not able to participate in the private placement referred to in clause 5 above, but who desire to subscribe for shares at the same price as in the private placement. Full text of the board proposal in the enclosed notice.
Regarding Item 7: The board proposes that the general meeting authorizes the board to increase the share capital by an amount of up to NOK 372 000 by the issuance of up to 3 270 000 new shares in order to enable the board to issue shares to option holders being former key personnel of Genpoint AS and to the Company’s key personnel.
Regarding Item 8: The board of directors proposes to elect Mathias Uhlen, J. Frode Vaksvik and Jan Olav Steensland as new board members of the Company following the acquistion of Genpoint AS.
For further information, please contact; CEO Christian Horn in NorDiag ASA, phone: +47 901 63 153 About NorDiag ASA:
About NorDiag
NorDiag is a biotechnology company with focus on early detection of cancer. The company`s first products are Genefec and GeneOpsy, for genetic diagnostics of colorectal cancer. In addition the company has R&D programmes for new technology and products for lung- and pancreatic cancer. NorDiag is listed on the Oslo Stock Exchange with the ticker NORD. See www.NorDiag.no