Press release from Companies
Published: 2026-05-05 09:00:00
OSLO, NORWAY – 5 May 2026: Notice is hereby served that the annual general meeting in Genetic Analysis AS (the "Company") will be held on Wednesday 20 May 2026 at 15:00 hours (CEST) in the Company''s premises in Ulvenveien 80B, Oslo.
Shareholders are encouraged to submit a proxy with voting instructions prior to the general meeting, see Appendix 2. Shareholders that still wish to participate in the general meeting by person are encouraged to notify the Company as stipulated in Appendix 1.
Agenda:
The board proposes that chairman of the board, Morten Jurs is elected as chairperson of the meeting.
It is further proposed that a person participating in person at the general meeting signs the minutes together with the chairperson.
The board proposes that the notice and the agenda for the general meeting are approved.
The annual accounts, directors'' report and the auditors’ report for the Company for 2025, including the proposed allocation of the result for the year are available at the Company''s websites, https://www.genetic-analysis.com/financial-reports/
The board of directors proposes that the general meeting makes the following resolution:
The Company’s annual accounts and the directors'' report for 2025 are approved, including the board of directors'' proposal for allocation of the result of the year.
The board of directors proposes that the general meeting makes the following resolution:
Remuneration to the Company''s auditor for the accounting year of 2025 is approved in accordance with the information presented in the annual accounts for 2025.
All members of the board of directors are up for election. The nomination committee has been informed that the present board member Richard Kurtz will not be up for re-election. The nomination committee''s proposal for election of members to the board of directors is included in Appendix 3 to the notice.
The nomination committee proposes that the general meeting makes the following resolution:
The Company''s board of directors for the period until the next annual general meeting in the Company shall be:
Morten Jurs – Chairperson
Camilla Huse Bondesson – Board member
Ove Öhman – Board member
Thorvald Steen – Board member
Rune Sørum – Board member
Jonathan Kohn – Board member
The nomination committee proposes that the general meeting makes the following resolution:
In the period until the next annual general meeting, the following board remuneration applies:
Morten Jurs – Chairperson;
Remuneration of NOK 400,000 per year
Camilla Huse Bondesson – Board member;
Remuneration of NOK 175,000 per year
Thorvald Steen – Board member;
Remuneration of NOK 175,000 per year
Rune Sørum – Board member;
Remuneration of NOK 175,000 per year
Ove Öhman – Board member;
Remuneration of NOK 175,000 per year
No remuneration is proposed for the other members of the board of directors
It is proposed that the nomination committee is re-elected for a one-year period.
The Board of Directors proposes that the general meeting makes the following resolution:
In the period until the next annual general meeting in the Company, the nomination committee shall consist of the following members:
Bjørn Fuglaas (Chair)
Svein Lien
Kari Stenersen
The Board of Directors proposes that the general meeting makes the following resolution:
In the period until the next annual general meeting, the following remuneration for members of the nomination committee applies:
Chair of the nomination committee: NOK 30,000
Other members: NOK 15,000
The Annual general Meeting in 2025 approved an authorization for the Board to increase the share capital by up to NOK 11.400.000,- equivalent to approx.. 30% of the share capital at the time. The Authorization expires at the date of the Annual General Meeting in 2026. The Board is however of the opinion the background and justification relating to the authorization are still valis and does therefore propose that the authorization is renewed at an equivalent level.
The board of directors therefore proposes that the general meeting grants the board of directors an authorization to increase the Company''s share capital with an amount of up until NOK 12,000,000.00, which equals approximately 29% of the Company''s share capital. The purpose of the authorisation is to provide the board of directors with flexibility to issue new shares as among others consideration in shares in acquisitions and other strategic transactions for the Company, as well as in strengthening the Company''s share capital.
The Board will also be able to use the authority in connection with potential repair issues related to direct issues.
To ensure that the authorization can be used in accordance with its purpose, the board proposes that the authorization grants the board the right to deviate from existing shareholders'' preferential rights.
The board of directors proposes that the general meeting makes the following resolution:
The board of directors is authorised pursuant to section 10-14 (1) of the Norwegian Private Limited Companies Act to increase the Company''s share capital by up to NOK 12,000,000.00. Subject to said limitation on the aggregate amount, the authorisation may be used on one or more occasions.
The authorisation is valid until the annual general meeting in 2027, on 30 June 2027 at the latest.
The shareholders'' preferential rights to new shares pursuant to section 10-4 of the Norwegian Private Limited Companies Act may be deviated cf. section 10-5 of the Norwegian Private Limited Companies Act.
The authorisation comprises share capital increases against contributions in cash and contributions other than in cash. The authorisation comprises the right to incur special obligations for the company cf. section 10-2 of the Norwegian Private Limited Companies Act, as well as decisions on merger pursuant to section 13-5 of the same act.
With effect from the time of registration of this authority with the Norwegian Register of Business Enterprises, all previous authorities to the board of directors to increase the share capital are revoked.
The Company has an authorization to acquire own shares in the Company that expires on 30 June 2026. The authorisation equals approximately 10% of the Company''s share capital at the time it was resolved.
An authorisation to acquire own shares provides the Company with flexibility to strategically use own shares in the Company and the shareholders'' best interests. The authorization may also be used to deliver shares upon exercise of options by board members or employees. It is therefore proposed that the general meeting approves a renewed authorisation to acquire own shares with a nominal value of up to NOK 4,200,000.00, equalling approximately 10% of the Company''s share capital.
The board of directors proposes that the general meeting makes the following resolution:
Pursuant to section 9-4 of the Norwegian Private Limited Liability Companies Act, the board of directors is authorised to acquire shares in the Company ("treasury shares") on behalf of the Company with a total nominal value of up to NOK 4,200,000.00.
In the acquisition of own shares, no consideration can be paid per share that is less than NOK 0.60 or above NOK 10.
Acquisition and sale of own shares may be done as the board of directors deems appropriate.
The authorization is valid until the next annual general meeting of the Company in 2027, however no later than 30 June 2027.
This authorisation replaces the authorisation to acquire own shares resolved by the general meeting on 19 May 2025 (as registered with the Norwegian Register of Business Enterprises on 18 July 2025) from such time this authorisation is registered with the Norwegian Register of Business Enterprises.
The Board Does currently have authorization to issue 5.372.585 new shares under connected to option schemes. There is currently 4.611.000 options outstanding as per the date of the Annual General Meeting.
The Board is of the opinion that the use of employee options is contributing to employee motivation and the issuance of options as an alternative to paying cash bonuses is positive in relation to the company’s’ cash flow.
The Board would therefore like to issue up to 1.580.000 options in addition to what is currently outstanding, partly to replace options that have expired, partly as an alternative to payment of cash bonuses and also related to employment of key personnel. This implies an expansion of the option scheme with 818.415 options in addition to what is previously approved.
The board proposes that the general meeting makes the following resolution:
The Company''s option program is expanded so that management and other employees can be given a right to acquire up to 1 580 000 shares in the Company. The allocation of options shall be made by the board of directors, and each option shall entitle the holder to subscribe for a share in the Company to the value the board of directors considers as the estimated market value at the time of issue of the option.
It is desirable that the board is granted authorisation to increase the Company''s share capital by up to NOK 3,714,600.00, equalling approximately 8.9% of the Company''s current share capital.
The proxy shall facilitate for future issuance of shares for liabilities derived from existing and/or new options granted to management and employees under the Company’s share option program as well as existing options granted to board members.
The Board proposes that the general meeting passes the following resolution:
The board of directors is authorized pursuant to section 10-14 (1) of the Norwegian Private Limited Companies Act to increase the Company’s share capital by up to NOK 3,714,6000.00 Subject to this aggregate amount limitation, the authority may be used on more than one occasion.
The authorization is valid until the next annual general meeting of the Company in 2027, however no later than 30 June 2027.
The shareholders’ preferential rights to new shares pursuant to section 10-4 of the Private Limited Companies Act may be waived, cf. the Private Limited Companies Act section 10-5.
The authority covers capital increases against contributions in cash and contributions other than in cash. The authorisation comprises the right to incur special obligations for the company cf. section 10-2 of the Norwegian Private Limited Companies Act, as well as decisions on merger pursuant to section 13-5 of the Norwegian Private Limited Companies Act.
Shareholders may appoint a proxy to attend and vote on their behalf. In this case a written and dated proxy must be provided. The enclosed proxy form may be used, ref. Appendix 2.
Pursuant to section 4-4 (3) a of the Norwegian Private Limited Liability Companies Act cf. section 5-2 (1) of the Norwegian Public Limited Liability Companies Act, only shareholders in the Company on the fifth working day prior to the general meeting, 13 May 2026 (the record date) are entitled to participate and vote at the general meeting.
Owners of shares held through nominee accounts that wish to participate in the general meeting must through its custodian notify this to the Company in advance and no later than two working days before the general meeting, i.e. on 15 May 2026. Owners of nominee held shares must communicate with their custodians, who are responsible for communicating proxies and/or notice of participation at the general meeting within the said deadline to the Company.
In accordance with § 11 of the Company''s articles of association, documents that relates to matters that shall be considered by the general meeting are not sent to shareholders, but are made available at the Company''s website, https://www.genetic-analysis.com/for-investors/. Shareholders may still contact the Company by e-mail: rh@genetic-analysis.com with attention to Ronny Hermansen and request that the documents are sent to them without cost.
***
5 May 2026
on behalf of the board of directors in
Genetic Analysis AS
Morten Jurs
Chairperson of the board of directors
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 microbiome 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
