General guidelines pursuant to Section 139 of the Danish Public Companies Act relating to incentive remuneration of the board and management of BioPorto A/S

Introduction

Pursuant to Section 139 of the Danish Public Companies Act, before concluding a specific agreement concerning incentive remuneration for a member of the company’s board or management, the board of a company listed on the stock exchange must stipulate general guidelines for the company’s incentive remuneration of the board and management, and these guidelines must have been discussed and adopted by the company’s general meeting.

For several years, BioPorto A/S has had incentive programs for the company’s management and board, among others.

Thus, these guidelines deal with incentive programs for the board and management of BioPorto A/S, “management” being defined as the director(s) registered with the Danish Commerce and Companies Agency as director(s) of the company.

General principles

For the purpose of establishing common interest between BioPorto’s management and stockholders, and to take account of both short and long-term goals, BioPorto deems it expedient to establish incentive programs for BioPorto’s board and management.

For the management, such incentive programs may comprise any form of variable remuneration, including various stock-based instruments such as stock options, subscription rights (warrants) and non-stock-based bonus agreements – be they continuous, solitary or event-based.The extent to which a member of the management is covered by the incentive program – and which agreement(s) is/are specifically concluded – will depend on whether the board deems this to be appropriate for being able to establish common interest between the management and the stockholders to consider the company goals.In addition, other factors influencing this will be the management’s previous and anticipated performance, the consideration of motivation and loyalty, and the company’s situation and developments in general.

For board members, the incentive program may solely comprise stock-based instruments.

Stock-based instruments

It will be possible for the value of stock-based instruments granted within a given fiscal year to amount to up to 50% of the fixed yearly salary of the member of the board or management.

The estimated present value of the stock-based incentive programs covered by these guidelines will be calculated in conformity with International Financial Reporting Standards (IFRS).

The exercise price of the stock instrument may not be less than the stock exchange quotation for the company’s stocks at the time of issue.The member of the board or management does not pay remuneration for the stock instrument, unless a specific decision to the contrary is adopted by the board.

The granting of the stock instrument may take place on fiscal terms whereby the profit of the member of the board or management is taxed at a lower rate than it would have been otherwise, in return for the company not being able to deduct the costs associated with the granting of the stock instrument.

At the earliest, the stock-based instruments will be able to be exercised a specified number of months after the granting date, usually twenty-four, and will otherwise have to be exercised not more than five years from the granting date.

Non-stock-based instruments

A non-stock-based instrument, typically a bonus scheme or performance-based contract, may have a term of one or more years and/or depend on the occurrence of a specific event affecting BioPorto A/S or an affiliated company.This may also involve a retention bonus, loyalty bonus or similar.The extent to which a bonus is actually paid will depend on whether the terms, conditions and goals defined in the agreement were achieved in part or in full.This may involve personal targets associated with the specific director’s own performance, BioPorto’s results or the occurrence of relevant events.

Insofar as management bonus schemes with a term of several years are concerned, such schemes will make it possible for members of management to achieve a bonus per fiscal year of up to 100% of the member’s fixed yearly salary.

Changing and phasing out incentive programs

The board may change or phase out one or more incentive programs introduced pursuant to these guidelines.The assessment of whether this should occur should include the criteria laid out when establishing the program.Such changes may only be made within the framework of these guidelines, however.More extensive changes require the approval of the general meeting.

Publishing and coming into effect of specific agreements about incentive remuneration

A provision amending BioPorto’s articles of association is to be adopted stipulating that the general meeting has adopted guidelines for incentive remuneration of the board of directors and the management, cf. Section 139 of the Danish Public Companies Act.

These guidelines were approved at BioPorto’s ordinary general meeting on March 28, 2008 and announced on BioPorto’s website, www.bioporto.com. If, at a later date, the general meeting amends the guidelines, the amended guidelines will be announced in a similar manner.