NOTICE OF ANNUAL GENERAL MEETING
NOTICE OF ANNUAL GENERAL MEETING
The board of directors of DiaGenic ASA hereby summons for the annual
general meeting at Grenseveien 92, Oslo, Norway on 3 June 2010 at 10:00
hours (CET)
The agenda items include election of the new Board of directors.
Henrik Lund (M.D. Ph.D) has accepted to be a candidate for the new
Chairman of the Board of DiaGenic ASA. Henrik Lund is Global Vice
President MC Clinical Development, AstraZeneca R&D. Lund has more than
15 years international management experience from the pharmaceutical
industry. His academic background is from University of Oslo and
University of California, San Francisco. Lund joined AstraZeneca in 1994
and since 2005 he has headed AstraZeneca's clinical development, phase
I-III, across 43 subsidiaries in Europe, Asia and Latin America. For the
last 5 years Lund has been part of the Clinical Development management
team. Prior to joining AstraZeneca Lund has gained experience from both
commercial and R&D management roles from Nycomed Imaging and
Rhone-Poulenc Rorer. Henrik Lund is also a board member in Life Science
organisations in Scandinavia (Oslo Cancer Cluster, Medcoast
Scandinavia).
The chairman of the board, Håkon Sæterøy comments: "DiaGenic, last year,
received the Norwegian Research Council's prestigious "Most Innovative
Company of the Year" award. The company has now passed some of the most
critical phases of a biotechnology company and completed more than 10
years of research and development. CE marking of the company's first
commercial products BCtect ® (diagnosis of breast cancer) and ADtect ®
(diagnosis of Alzheimer's disease) represent important milestones. The
company has entered into a new phase when these products will be
marketed and sold.
After 8 years as chairman, I have now worked for the company to find a
new chairman with relevant industrial experience, and it is a great
pleasure to welcome Henrik Lund as a new chairman of DiaGenic. Following
CE marking of BCtect ® and ADtect ® the company has for the first time a
comprehensive clinical documentation, which will allow their use as
biomarkers during drug development. Henrik Lund has a long international
career in the pharmaceutical industry, and in him the company will find
a resource who can focus on the sale of our biomarkers to pharmaceutical
companies."
The Nomination Committee propose to re-elect Mina Louise Blair, Maria
Holmlund, Gustav Ingemar Kihlström and Praveen Sharma as Board members.
The Board of directors in accordance with the recommendation from the
Nomination Committee propose that the annual general meeting resolves to
elect Henrik Lund, Ingrid Wiik and Atul Shah as new members of the
Board. The Nomination Committee propose that the new Board of directors
elect Ingrid Wiik as the new vice chairman. Both Ingrid Wiik and Atul
Shah provides essential competence and experience to DiaGenic:
Ingrid Wiik holds a Master of Pharmacy from University of Oslo, and a
M.Sc (Biopharmacy) from University of London, and an MBA from the
Norwegian School of Management. She has spent more than 30 years in the
pharmaceutical industry, both in R&D and general management, and has
extensive leadership and international experience. In the years from
2000 to 2006 she was President and CEO of Alpharma Inc., a NYSE listed
US corporation with$ 1.5 billion in turnover and 4300 employees. Ms.
Wiik currently holds several Board positions: Coloplast AS, Norske Skog
ASA, Biotec Pharmacon ASA and Algeta ASA.
Atul Shah - Atul is a leading business man and industrialist of Indian
origin. Atul's family are owners of "Anchor" group of companies. One of
"Anchor" group companies, Anchor Electricals, a household name in India
, was recently successfully acquired by "Matsushita Electricals", a
Panasonic company for USD 600 million. Atul led the entire transaction
with Panasonic. Atul has diverse international business interests
spanning from real estate to health care.
Agenda items for the annual general meeting are:
1. Opening of the meeting by chairman of the board Håkon Sæterøy,
including the taking of attendance of shareholders present
2. Election of chairman of the meeting and a person to co-sign the
minutes
3. Approval of notice and agenda
4. Approval of the Financial Statements and the Annual Report for 2009,
hereunder payment of dividends.
5. Approval of the statement by the Board regarding remuneration
principles to the Management.
6. Approval of the auditor's fee
7. Amendment of the articles of association concerning the board of
directors as well as election of the new Board of directors
8. Approval of remuneration to the Board of directors
9. Proposal to authorise the board of directors to conduct capital
increases by way of share issue.
10. Approval of the fees to the members of the Nomination Committee.
11. Amendment of the articles of association concerning the Nomination
Committee and election of members of the Nomination Committee
12. Amendment of the articles of association concerning permission to
cast advance votes to the general meeting.
13. Deadline for summons to extraordinary general meeting
Shareholders who cannot participate at the general meeting in person may
authorize the chairman of the board or another person to vote for their
shares by using the proxy form. The proxy form may be sent to the
Company (per e-mail to diagenic@diagenic.com or per fax +47 23 24 89 59)
no later than 2 June 2010.
As enclosures to the notice of annual general meeting are proposals for
resolutions in matters 4-13 and form of power of attorney. The annual
accounts, the Director's report and the auditor's statement are enclosed
in the Annual Report which was sent to Oslo Stock Exchange in a notice
of 28 April. Information regarding the ordinary general meeting,
including this notice with attachments is available at the Company's
website www.diagenic.com
Oslo, 11 May 2010
On behalf of the Board of directors in DiaGenic ASA
Håkon Sæterøy
Chairman
Erik Christensen MD PhD, CEO?Tel.: +47 95939918?e-mail:
erik.christensen@diagenic.com
Håkon Sæterøy, Chairman?Telephone: +47 92695175?e-mail:
haakon.saeteroy@diagenic.com