Policy governing the remuneration of the management and board

As BioPorto’s remuneration policy has been prepared in compliance with the Good Corporate Governance Recommendations and it reflects the interests of both the stockholders and the company, including to promote far-sighted behavior by the management and board and the creation of added value for the company's stockholders.

BioPorto has also adopted general guidelines for incentive remuneration for the company’s management and board, which were approved at the ordinary general meeting on March 28, 2008 and published on the company’s website. The remuneration policy refers to these guidelines.

Information about the specific remuneration for management and board respectively is found in the annual report, which is also available on the company’s website.

Remuneration for the board

The basic fee of the board is set at a level assessed as being competitive and reasonable compared to the sector in general and the company’s current situation. The board is paid a fixed yearly remuneration and the chairman receives double this fee. BioPorto’s board has not appointed a separate board committee and, for this reason, no board members receive committee fees. Each year, the general meeting approves the remuneration of board members for the current fiscal year in connection with the discussion of the annual report.

The board does not participate in the company’s stock-option programs.

Remuneration of the management

The management’s remuneration comprises a fixed salary, pension scheme, annual bonus and participation in stock-option programs.In the view of the board, a combination of fixed and performance-dependent salary for the management helps to ensure that remuneration, which is in part incentive-based, motivates the management to create added value for the benefit of the stockholders.

The combined remuneration is set at a level which is assessed as being competitive and reasonable compared to the sector in general and the company’s current situation. The management does not receive remuneration for being a member of the board in BioPorto A/S’s subsidiary.

The annual bonus may at most comprise 100% of the fixed yearly salary. If deemed appropriate by the board for the achievement of crucial goals, the yearly bonus may extraordinarily comprise 200% of the fixed salary. This may also involve a retention bonus, loyalty bonus or similar. Whether a bonus is actually paid will depend on whether the terms, conditions and targets 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.

The management participates in the company’s warrants program asdeterminedby theBoardinaccordancewiththe general guidelines for incentive remuneration published on the company’s website. Moreover, the annual report includes information about current programs/grants.

A pension scheme has been established for the management on the same terms as the company’s other employees.

The company’s future agreements concerning variable remuneration (participation in warrants programs and bonus schemes) will establish the right of the company in special instances to claim the refund in full or in part of variable remuneration disbursed on the basis of information that has been documented as being incorrect.

Severance terms

The company has not assumed any obligation to disburse severance pay to the management at the time of the termination of the employment relationship, besides possible remuneration for the conclusion of a non-competition clause. The employment relationship may be terminated by the company by giving twelve months’ notice to the end of a month and in special instances by giving twenty-four months’ notice. The principal contents of the severance schemes for the management are to be published in the annual report.

Approval

The remuneration policy was approved at the company’s general meeting on April 7, 2011.