Disclaimer 2023

  |  May 30, 2023

ELECTRONIC VERSIONS OF MATERIALS REGARDING THE RIGHTS ISSUE OF BIOPORTO A/S (“BIOPORTO” OR THE “COMPANY”) ARE BEING MADE AVAILABLE ON THIS WEBSITE IN GOOD FAITH BY THE COMPANY AND ARE FOR INFORMATION PURPOSES ONLY.  BY ACCESSING THE DOCUMENT YOU ACKNOWLEDGE AND CONFIRM THE FOLLOWING.

Access to the information and documents contained on this website in relation to the contemplated rights issue by BioPorto A/S (the “Material”) may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons who wish to have access to information regarding the rights issue announced by the Company in company announcement 10 of May 30, 2023, and any future announcement regarding the rights issue (the “Announcements”), should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. The Company assumes no responsibility if there is a violation of applicable laws and regulations by any person.

The information in the Material and the Announcements is not for release, publication or distribution, directly or indirectly, in or into the United States of America or any other jurisdiction in which such release, publication or distribution would be unlawful. The information in the Announcement is for information purposes only and does not constitute an offer to sell or issue, or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia (collectively, the “United States”)) or any other jurisdiction in which such offer or solicitation would be unlawful or to any person to whom it is unlawful to make such offer or solicitation (the “Excluded Territories”).

The New Shares as referred to in the Material and the Announcements (the “New Shares”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. The New Shares may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration of the Securities Act and in compliance with any applicable securities laws of any state, province, territory, county or jurisdiction of the United States or any Excluded Territory, except pursuant to an applicable exemption from the registration requirements and in compliance with any applicable securities laws of any such state, province, territory, county or other jurisdiction of the Excluded Territory (as the case may be). There will be no public offering in the United States or in any Excluded Territory.

The Announcements do not constitute a prospectus and have been prepared on the basis that any offers of the New Shares referred to herein in any Member State of the European Economic Area (the “EEA”) will be made pursuant to an exemption under Regulation (EU) 2017/1129 on prospectuses Article 1(5) and the Danish Capital Markets Act. The information set forth in the Announcements is only being distributed to, and directed at, persons in Member States of EEA, where Regulation (EU) 2017/1129 applies and who are considered qualified investors (“Qualified Investors”) within the meaning of Article 2(e) of Regulation (EU) 2017/1129 on prospectuses.

In the United Kingdom, the information in the Material and the Announcements is only being distributed to, and is only directed at Qualified Investors (x) who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (y) persons falling within Article 49(2)(a)-(d) (“high net worth companies, unincorporated associations etc.”) of the Order, or (z) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”).

If you are not permitted to view the Material or are in doubt as to whether you are permitted to view the Material, please exit this webpage.

Confirmation of understanding and acceptance of disclaimer:

  1. I certify that I am either (a) a non-U.S. person (as defined in Regulation S under the U.S. Securities Act) or seeking access for the account or benefit of one or more such non-U.S. persons or (b) a “qualified institutional investor” or an “accredited investor” (each as defined pursuant to the Securities Act and rules and regulations promulgated thereunder); and
  2. I can confirm that I am not a resident of or located (physically present) in an Excluded Territory; and
  3. I can confirm that if I am resident of and physically present in the EEA (outside Denmark), I am a Qualified Investor and that if I am in the United Kingdom, I am a relevant person, in each case as defined above; and
  4. I can confirm that I am either

(i) resident of and physically present in Denmark; or

(ii) resident and physically present outside Denmark and each of the jurisdictions referred to in clauses 1 and 2 above and, in that case, authorized to access the information and documents on this website without being subject to any legal restriction and without any further action required by the Company.

If you are able to give these confirmations, you should click on I ACCEPT below.

If you are not able to give these confirmations, you should click on I DO NOT ACCEPT below.


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