Press release from Companies

Published: 2025-05-20 09:03:00

Genetic Analysis AS: Minutes from the Annual General Meeting 2024 in Genetic Analysis AS

OSLO, NORWAY – 20 May 2025: Genetic Analysis AS (the "Company", Ticker: GEAN) held its Annual General Meeting yesterday, May 19th, at 15:00 hours (CET) on the Company's premises in Ulvenveien 80B, Oslo. All items on the agenda were approved as proposed.

Share capital increase in connection with directed issue (4)
In accordance with the proposal from the board of directors, the general meeting made the following resolution:

  1. The Company's share capital shall be increased by NOK 6,857,707.20 by issuance of 11,429,512 new shares, each with a nominal value of NOK 0.60 (the "EGM Conditional Issue").
  2. The new shares shall be issued at a subscription price of NOK 0.86 per share.
  3. The new shares shall be subscribed for in accordance with appendix 3.
  4. 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.
  5. Subscription shall be made no later than 19 May 2025 in accordance with proxy.
  6. Payment of the subscription amount shall be made no later than 21 May 2025 to the Company's bank account.
  7. 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.
  8. The Company's estimated costs in connection with the share capital increase is approximately NOK 550,000.
  9. 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.

Share Capital Increase in connection with Direct issue towards members of Board and Management (5)
In accordance with the proposal from the board of directors, the general meeting made the following resolution:

  1. The Company's share capital shall be increased by NOK 2,076,638.40 by issuance of 3,461,064 new shares, each with a nominal value of NOK 0.60 (the "EGM Conditional Issue").
  2. The new shares shall be issued at a subscription price of NOK 0.86 per share.
  3. The new shares shall be subscribed in accordance with appendix 3.
  4. 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.
  5. Subscription shall be made no later than 19 May 2025 in accordance with proxy.
  6. Payment of the subscription amount shall be made no later than 21 May 2025 to the Company's bank account.
  7. 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.
  8. The Company's estimated costs in connection with the share capital increase is approximately NOK 5,000.
  9. 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

Approval of the annual accounts and directors’ report of Genetic Analysis AS for 2024, including allocation of the result of the year (6)
The general meeting unanimously approved the annual accounts and the Directors' Report for the Company for 2024, including the board of directors' proposal for allocation of the result of the year.

Remuneration to the Company's auditor (7)
The general meeting unanimously approved the remuneration to the Company's auditor for the accounting year of 2024 in accordance with the information presented in the annual accounts.

Election of members to the board of directors (8)
The general meeting unanimously resolved the nomination committee’s proposal of the Company’s Board of Directors.

The Company's Board of Directors is as follows:

- Morten Jurs – Chairperson

- Camilla Huse Bondesson – Board Member

- Ove Öhman – Board member

- Thorvald Steen – Board member

- Rune Sørum – Board member

- Richard Kurtz – Board member

Remuneration of the board of directors (9)
The general meeting unanimously resolved the following board remuneration to apply in the period until the next ordinary general meeting:

Morten Jurs – Chairperson;
Remuneration of NOK 400,000 per year

Camilla Huse Bondesson – Board member;
Remuneration of NOK 125,000 per year

Thorvald Steen – Board member;
Remuneration of NOK 125,000 per year

Rune Sørum – Board member;
Remuneration of NOK 125,000 per year

Ove Öhman – Board member;
Remuneration of NOK 125,000 per year

It was resolved that no remuneration would be paid to the other members of the Board of Directors.

Election of the nomination committee (10)
The general meeting unanimously reelected Bjørn Fuglaas as Chair of the nomination committee. Svein Lien and Kari Stenersen were elected as members.

Remuneration to the Company's nomination committee (11)
The general meeting unanimously resolved the following board remuneration to apply in the period until the next ordinary general meeting:

Chair of the nomination committee: NOK 30,000.
Other members: NOK 15,000.

Authorisation to the board of directors to increase the share capital (12)
The general meeting unanimously resolved that the board of directors an authorization to increase the Company's share capital with an amount of up until NOK 11,400,000.00, which equals approximately 30% of the Company's share capital following the issues under item 4 and 5. 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.

Authorisation to the board of directors to acquire own shares (13)
The general meeting unanimously resolved that the Company has an authorization to acquire own shares in the Company that expires on 30 June 2025. The authorisation equals approximately 10% of the Company's share capital at the time it was resolved.

Extension of share option program (14)
The general meeting unanimously resolved to extend the existing share option program in the Company with an additional 2,000,000 share options.

Authorisation to the board of directors to increase the share capital in connection with the Company's share option program (15)
The general meeting unanimously resolved to grant the board authorisation to increase the Company's share capital by up to NOK 3,223,551.00, equalling approximately 8% of the Company's share capital.

For more detailed information on the content of the resolutions, please refer to the notice of the AGM available on the company's website.

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 15 years of expertise in research and product development. The unique GA-map® platform is based on a pre-determined multiplex targets 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 for 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 employs a team of highly qualified employees with scientific backgrounds and competence in sales, operations, bioinformatics, molecular biology, and bioengineering.

For more general information: www.genetic-analysis.com

Interested in reading more about GA's products? Please visit www.ga-map.com

Stay updated on GA and sign up for more investor-related information: https://www.geneticanalysis.com/subscriptions/

Läs mer hos Cision
Read more about Genetic Analysis AS