Corporate Governance

According to BONESUPPORT’s articles of association, the board of directors, to the extent appointed by the general meeting, shall consist of no less than three and no more than eight members. BONESUPPORT’s board of directors currently consists of five board members appointed by the general meeting on 17 May 2023 for the period until the end of the annual general meeting to be held in 2024.

LENNART JOHANSSON

CHAIRMAN OF THE BOARD

Born 1955. Member of the board of directors since 2017 and chairman since 2019.

Senior Advisor at Patricia Industries AB since 2015, Lennart Johansson was previously Managing Director (Business Development, Operating and Financial Investments) at Investor AB (2006-2015). Prior to this he was Partner and Chief Executive Officer of Emerging Technologies ET AB. He is currently Board Member of Atlas Antibo¬dies AB, Chalmers Ventures AB, Hi3G Access AB GoCo Development AB. Lennart Johansson holds an MBA from the Stockholm School of Economics (1980).
Independent in relation to the company and its management and in relation to major shareholders.

March 31, 2023: Holdings: 103.000 shares (own holding)

HÅKAN BJÖRKLUND

BOARD MEMBER

Born 1956. Chairman of the board of directors from 2016 to 2019.

Dr. Björklund is Partner of Tellacq AB, a private investment firm. He joined the BONESUPPORT Board in December 2016 in conjunction with the Company’s $37 million (SEK 315 million) financing, which was led by Tellacq. Dr. Björklund has a long and successful track record in the healthcare industry, including as the former CEO of Nycomed, which he grew from a small Scandinavian company into a global business before its acquisition by Takeda in 2011. He is currently chairman of the board of Swedish Orphan Biovitrum AB and an Industry Executive at Avista Capital Partners. He holds a Ph.D. in Neuroscience from Karolinska Institutet in Sweden.

March 31, 2023: Holdings: owns 25% of the shares in Tellacq AB, which holds 1.180.976 shares.

BJÖRN ODLANDER

BOARD MEMBER

Born 1958. Member of the board of directors since 2010.

M.D, Ph.D, Karolinska Institute in Stockholm

A founding partner of HealthCap. Dr. Odlander is a Medical Doctor and was previously a member of ABB Aros Management Committee and headed the Aros Health Care Team. Prior to joining Aros in 1992, Dr. Odlander was active at the Karolinska Institute, Stockholm, Sweden. In addition to teaching medical students, he pursued scientific research in the biochemistry of inflammation. Dr. Odlander serves on the boards of the following companies; among others: Cardoz AB, OxThera AB, LTB4 Sweden AB and Nordic Nanovector AS.

Independent in relation to the Company and its management, but not in relation to major shareholders. Partner in HealthCap and board member in several companies in the HealthCap group.

March 31, 2023: Holdings: -

CHRISTINE RANKIN

BOARD MEMBER

Christine Rankin holds a bachelor's degree in business administration and economics from Stockholm University. Currently, Christine Rankin is a board member of Coinshares International Ltd. and Senior Vice President Corporate Control at Veoneer Inc. Christine Rankin has previously been a board member of Adventure Box Technology AB, board member of Technopolis Plc, CFO at Cherry AB, acting CFO/Head of Finance at Serneke Group, Head of Corporate Control at Spotify and partner/Head of US Capital Markets in Sweden at PwC.

March 31, 2023: 1.395 shares (own holding)

MARY I O’CONNOR

BOARD MEMBER

Mary I O’Connor, MD, is Professor Emerita of Orthopedic Surgery at Mayo Clinic and Past Professor of Orthopaedics and Rehabilitation at Yale University School of Medicine. In 2021 she became co-founder and Chief Medical Officer at Vori Health, a physician-led virtual musculoskeletal company. Dr. O’Connor is a nationally recognized leader in health equity, chairing the Movement is Life Caucus, a nonprofit multi-stakeholder coalition committed to addressing musculoskeletal health disparities, since its inception in 2010.

March 31, 2023: Holdings: 5.487 shares (own holding)

EMIL BILLBÄCK

CHIEF EXECUTIVE OFFICER

Emil Billbäck has more than 20 years’ experience in commercial operations within the life science industry - 11 years of which gained in senior leadership positions under private equity ownership (Montagu and EQT). Most recently, he was Senior Advisor to the recently merged BSN medical/ SCA entity. Before the merger he was Executive Vice President EMEA and Head of Global Commercial Operations, at BSN medical. Prior to this Emil held several roles at BSN medical as Interim President North America, Group Director Commercial Operations, Group Director R&D and President APAC. Before joining BSN medical, Emil worked at Beiersdorf and AstraZeneca. While Swedish native, Emil has lived and worked 4 years in the US and more than 9 years in Germany. He holds a BSc in Business Administration from Karlstad University.

March 31, 2023: Holdings: 600.425 shares (own holding)

HÅKAN JOHANSSON

CHIEF FINANCIAL OFFICER

Håkan Johansson joined BONESUPPORT as Chief Financial Officer in November 2018. He has more than 20 years' of experience gained from CFO and Senior Management roles in various industries in public and private companies. Prior to joining BONESUPPORT he was CFO Northern Europe within Tunstall Healthcare Group (2012-18), a global provider of connected health and connected care solutions. Before this he held CFO and Senior Management roles at toy manufacturer BRIO AB (publ) and Arctic Paper Group. Mr Johansson holds a BSc in Business Administration & Economics from the Mid-Sweden University.

March 31, 2023: Holdings: 55.184 shares (own holding)

KRISTINA INGVAR

EVP QUALITY MANAGEMENT & REGULATORY AFFAIRS

Kristina Ingvar has overall responsibility for global quality and regulatory compliance at BONESUPPORT. She joined as Executive Vice President Quality Management & Regulatory Affairs in February 2020, bringing more than 20 years of life science experience from areas across the value chain, in both large and small companies. Prior to joining BONESUPPORT, Kristina spent almost 13 years with Novo Nordisk, most recently in a role as Global Program Vice President, Global Regulatory Affairs. She has held various other product-, project- and people management positions in the regulatory, quality, safety and medical areas. She holds a Bachelor of Medicine and a Diploma in Marketing Management, with additional studies in Public Health.

March 31, 2023: Holdings: 35.606 shares (own holding)

MICHAEL DIEFENBECK

EVP MEDICAL & CLINICAL AFFAIRS CHIEF MEDICAL OFFICER

Dr. Diefenbeck joined BONESUPPORT AB in April 2017. In 2014 he founded Scientific Consulting in Orthopaedic Surgery and worked for BONESUPPORT AB on different projects as an independent clinical advisor. He is currently honorary consultant at Nuffield Orthopaedic Centre, Oxford University Hospitals. Dr. Diefenbeck studied medicine at Munich and was trained as an orthopaedic surgeon, specializing in trauma care and bone infections. He has 14 years’ clinical experience at different German hospitals (BG Unfallklinik Murnau, BG Kliniken Bergmannstrost Halle/Saale, University Hospital Jena and Schön Klinik Hamburg Eilbek). At University Hospital Jena he finished his PhD in 2011 and has since been involved in surgical education and training programs for students. He is author of 24 Pub-med listed research articles.

March 31, 2023: Holdings: 121.160 shares (own holding) and 360.000 employee stock options, which can be converted to 72.000 shares.

FERGUS MACLEOD

GM & EVP COMMERCIAL OPERATIONS EUROW

Fergus MacLeod joined BONESUPPORT as General Manager & Executive Vice President responsible for Commercial Operations across EUROW in November 2019. Fergus has a proven track record in senior, international medical device leadership roles in a career spanning over 20 years. Most recently, Fergus has held General Management responsibility for the Global Medical Device assets at Johnson Matthey, a publicly traded British company and previously as Vice President & Managing Director with responsibility for Commercial Operations across EMEA for RTI Surgical, an international Medical Device and Orthobiologics company and over eight years at Stryker in roles of increasing responsibility. Fergus over his career has acquired extensive experience in building and leading high performing teams and commercializing medical technologies. Fergus has recently completed an Executive Leadership program at the Center for Creative Leadership and holds a HND in Business & Finance from the University of Bedfordshire.

March 31, 2023: Holdings: 38.900 shares (own holding)

MIKE ROTH

GM & EVP OF COMMERCIAL OPERATIONS NORTH AMERICA

Michael Roth joined BONESUPPORT as the General Manager and Executive Vice President Commercial Operations for North America in June 2020. Michael has over 25 years of direct and distributor-based sales, marketing and sales leadership experience within the orthopaedic market sector for both large and small companies. Most recently, he was Vice President of Sales and Marketing for Surgical Planning Associates (HipXpert) where he led the strategic initiative to refine the marketing strategy, increase commercial brand visibility and grow sales. He also held Vice President of Sales positions in the east region with both Wright Medical and Microport Orthopaedics where he had a sustained track record of building strong sales networks, developing dynamic management teams and cultivating a high-performance sales culture in the competitive large joint, foot and ankle and orthobiologic market segments. Mr. Roth holds a bachelor degree in International Development from Clark University.

March 31, 2023: Holdings: 20.000 shares (own holding)

HELENA BRANDT

EVP HUMAN RESOURCES

Helena L Brandt is a senior HR leader with more than 20 years’ experience gained from a broad range of industries, from life science to IT/Telecom and more. Helena has held global HR leadership roles at Astra Zeneca, Sony and Tetra Pak, developing organizations, people, leaders, teams and culture as well as driving transformation and change. She holds an International Business & Economics Master’s Degree from Lund University, Sweden, and also studied at the University of Cologne in Germany and at the universities of Cincinnati and Delaware in the U.S.

March 31, 2023: Holdings: 20.000 shares (own holding)

ANN-MARIE THOR

ACTING EVP GLOBAL MARKETING

Ann-Marie Thor joined BONESUPPORT as International Product Manager in the year of 2020. She took on the role as Acting Executive Vice President Marketing September 2022. Mrs. Thor has 15 years’ experience of medical technology. Before joining BONESUPPORT she held various senior global marketing management positions within Biomet and later Zimmer Biomet, one of the world’s leading medical device companies. She has held other product-, project- and people management positions in the medical device areas and the meeting and tourist industry. Mrs. Thor holds a Master´s degree in Psychology from the University of Copenhagen and a diploma in Business from the Executive Foundation Lund.

March 31, 2023: Holdings: 5.000 (own holding)

MICHAEL WRANG MORTENSEN

EVP R&D AND OPERATIONS

Michael Wrang Mortensen joined BONESUPPORT in December 2021 as Executive Vice President with the overall responsibility for R&D and Operations. Michael has 15 years of experience from the Medical Device and Healthcare industry with solid leadership and management experience within Innovation, Product Realization, Commercial Development and Operations. Prior to joining BONESUPPORT Michael was Director for Development and Supply at Nanovi A/S. Before this Michael held various management positions at Ferrosan Medical Devices A/S innovating and developing combination products in partnership with large global players such as Ethicon Biosurgery Inc, Johnson and Johnson. Michael holds a MSc in Engineering from Technical University of Denmark, a PhD in Chemistry from University of Copenhagen and an executive MBA from the AVT Business School in Denmark.

March 31, 2023: Holdings: 10.000 shares (own holding)

The audit committee’s role is mainly to monitor the BONESUPPORT’s financial position, to monitor the effectiveness of the company’s internal control, internal audit and risk management, to be informed about the audit of the annual report and consolidated financial statements, and to review and monitor the auditor’s impartiality and independence. The audit committee shall also assist the nomination committee in proposals for decisions on the election and remuneration of the auditor. After the annual general meeting on 17 May 2023, the audit committee is comprised of Christine Rankin (chairman) and Lennart Johansson.

CHRISTINE RANKIN

CHAIRMAN

Christine Rankin holds a bachelor's degree in business administration and economics from Stockholm University. Currently, Christine Rankin is a board member of Coinshares International Ltd. and Senior Vice President Corporate Control at Veoneer Inc. Christine Rankin has previously been a board member of Adventure Box Technology AB, board member of Technopolis Plc, CFO at Cherry AB, acting CFO/Head of Finance at Serneke Group, Head of Corporate Control at Spotify and partner/Head of US Capital Markets in Sweden at PwC.

LENNART JOHANSSON

CHAIRMAN OF THE BOARD

Born 1955. Member of the board of directors since 2018 and chairman since 2019.

Senior Advisor at Patricia Industries AB since 2015, Lennart was previously Managing Director (Business Development, Operating and Financial Investments) at Investor AB (2006-2015). Prior to this he was Partner and Chief Executive Officer of Emerging Technologies ET AB. He is currently Board Member of Swedish Orphan Biovitrum AB and Hi3G Access AB; Deputy Chairman of Mölnlycke Health Care AB; and Chairman of Vectura AB. Lennart holds an MBA from the Stockholm School of Economics (1980).

The remuneration committee’s role is primarily to prepare matters regarding remuneration and other terms of employment for the CEO and senior executives. The remuneration committee shall also monitor and evaluate ongoing and completed programs for variable remuneration to BONESUPPORT’s senior executives and to monitor and evaluate the implementation of the guidelines for remuneration to senior executives which the annual general meeting has adopted. After the annual general meeting on 17 May 2023, the remuneration committee is comprised of Håkan Björklund, Björn Odlander, and Lennart Johansson (chairman).

BJÖRN ODLANDER

BOARD MEMBER

Born 1958. Member of the board of directors since 2010.

M.D, Ph.D, Karolinska Institute in Stockholm

A founding partner of HealthCap. Dr. Odlander is a Medical Doctor and was previously a member of ABB Aros Management Committee and headed the Aros Health Care Team. Prior to joining Aros in 1992, Dr. Odlander was active at the Karolinska Institute, Stockholm, Sweden. In addition to teaching medical students, he pursued scientific research in the biochemistry of inflammation. Dr. Odlander serves on the boards of the following comapanies; among others: Cardoz AB, OxThera AB, LTB4 Sweden AB and Nordic Nanovector AS.

HÅKAN BJÖRKLUND

BOARD MEMBER

Born 1956. Chairman of the board of directors from 2016 to 2019.

Dr. Björklund is Partner of Tellacq AB, a private investment firm. He joined the BONESUPPORT Board in December 2016 in conjunction with the Company’s $37 million (SEK 315 million) financing, which was led by Tellacq. Dr. Björklund has a long and successful track record in the healthcare industry, including as the former CEO of Nycomed, which he grew from a small Scandinavian company into a global business before its acquisition by Takeda in 2011. He is currently chairman of the board of Swedish Orphan Biovitrum AB and an Industry Executive at Avista Capital Partners. He holds a Ph.D. in Neuroscience from Karolinska Institutet in Sweden.

LENNART JOHANSSON

CHAIRMAN OF THE BOARD

Born 1955. Member of the board of directors since 2018 and chairman since 2019.

Senior Advisor at Patricia Industries AB since 2015, Lennart was previously Managing Director (Business Development, Operating and Financial Investments) at Investor AB (2006-2015). Prior to this he was Partner and Chief Executive Officer of Emerging Technologies ET AB. He is currently Board Member of Swedish Orphan Biovitrum AB and Hi3G Access AB; Deputy Chairman of Mölnlycke Health Care AB; and Chairman of Vectura AB. Lennart holds an MBA from the Stockholm School of Economics (1980).

Remuneration to the board of directors

Fees to board members elected by the general meeting are resolved by the annual general meeting. For the annual general meeting on 17 May 2023, the nomination committee submitted proposals in regard to remuneration.

Remuneration to senior executives

According to the Swedish Companies Act, the general meeting shall determine the guidelines for remuneration to the CEO and other senior executives. At the annual general meeting held on 17 May 2023, guidelines were adopted with the following main content.

The Company’s starting point is to offer remuneration levels at market terms, aimed at facilitating the recruitment and retention of senior executives, and that the terms should be competitive considering the situation in the country in which the employee is employed. The remuneration to the senior executives can be comprised of fixed salary, variable cash, pension benefits and other benefits.

The fixed salary shall take into consideration the individual’s competence, area of responsibility and performance. The variable cash is to be based on the outcome of predetermined well defined objectives. The variable cash remuneration is to be limited and may not exceed 75 per cent of the fixed annual salary for the CEO, 52.5 per cent of the fixed annual salary for the CFO and 40 per cent of the fixed annual salary for other senior executives, whereby the individual highest level should be based on factors such as the position held by the specific individual.

Pension benefits, including health insurance, shall be defined contribution, insofar as the senior executive is not covered by defined benefit pension under mandatory collective bargaining agreements. Premiums for defined contribution pensions, including health insurance, may amount to a maximum of 40 per cent of the fixed annual salary.

The senior executives may be awarded other customary benefits, such as a company car, occupational health services, etc.

Upon termination of an employment by the Company, the notice period may not exceed twelve months. Severance pay, in addition to fixed salary and other remuneration during the notice period, may not exceed an amount corresponding to the fixed annual cash salary for twelve months. Upon termination by the senior executive, the notice period may not exceed six months.

The board of directors may temporarily resolve to deviate from these guidelines, in whole or in part, if in a specific case there is a special cause for the deviation and a deviation is necessary to serve the Company’s long-term interests.

BONESUPPORT has two employee stock option programs and three performance share programs.

Employee stock options programs

Of the two employee stock option programs, one runs over ten years and expires 2025 and one program runs over eight years and expires 2024. Each stock option gives the holder the right to acquire 0.2 ordinary shares in BONESUPPORT when exercising the option. This at a price in the first program of SEK 0.125 per option, equivalent to SEK 0.625 per share, and in the second program of SEK 5.30 per option, equivalent to SEK 26.50 per share. The employee stock options are vested according to a schedule in each program. A condition for allotment of options is employment or a contractual relationship with the Company at each vesting date. Of the previously allocated 25.7 million options, 8.9 million options regard active programs. Of these 8.9 million options, 5.2 million options were fully vested before March 31, 2023. Remaining 3.7 million options were not allocated.

Performance share programs

There are two programs for employees and one program for one board member.

The programs run as follows with the below end dates:
– The program for employees decided at the annual general meeting in 2020 runs until 31 December 2023;
– The program for employees decided at the annual general meeting in 2021 runs until 31 December 2023; and
– The program for one Board member decided at the Annual General Meeting in 2021 runs until the date of the annual general meeting in 2024.

In each program for employees decided at the Annual General Meetings in 2019 and 2020, each savings share gives the opportunity to be allotted to the employees a maximum of two, three or four performance shares without payment depending on share price development and the company’s development in terms of sales and EBITDA during the duration of the program. The performance shares were issued in the form of class C-shares with a subscription price and quota value of SEK 0.625 per share.

In the program for employees decided at the Annual General Meeting in 2021, each savings share gives the opportunity to be allotted a maximum of six performance shares without payment depending on share price development and the company’s development in terms of sales and EBITDA during the duration of the program.

In the program for one Board member decided at the Annual General Meeting in 2021, each savings share gives the opportunity to be allotted a maximum of three performance shares without payment depending on share price development.

The Annual General Meeting in May 2022 authorized the Board to issue C-shares to cover social security charges for the latest programs. The mandate from the Annual General Meeting was fulfilled during 2022. The mandate to issue C-shares enabled the close of the share swap that was entered into during 2021.

Employee stock options and performance shares are valued at fair value at the date of allocation. The total cost is distributed over the vesting period. The cost is accounted for as personnel cost and is credited to equity. The social security cost is revalued at fair value. When the options are exercised, the company issues new shares. Payments received on behalf of the shares issued are credited to equity.

Further information on these programs is presented in Notes 12 and 23 in the Annual Report 2021.

Employee stock option programs	No of options[1]	Equal to no of shares	WAEP[2]
Balance January 1, 2023	420 208	84 044	26,50
Exercised	-5 000	-1 000	26,50
Balance March 31, 2023	415 208	83 044	26,50


Performance share programs			Right to no of shares
Balance January 1, 2023			1 323 000
Distributed regarding completed program			-500 378
Cancelled during the year			-124 622
Balance March 31, 2023			698 000

[1] Not allocated options amounted to 3,699,047.

[2] Weighted Average Exercise Price per share (SEK).

According to the Swedish Corporate Governance Code, BONESUPPORT HOLDING AB (publ) shall have a Nomination Committee, the duties of which shall include preparation and drafting of proposals regarding the election of members of the Board of Directors, the Chairman of the Board of Directors, the Chairman of the General Meeting and Auditors. The Nomination Committee shall also propose fees for Board members and the Auditor and principles for the appointment of the Nomination Committee. At the Annual General Meeting on 17 May 2023, it was resolved to adopt an instruction for the Nomination Committee according to which the Nomination Committee shall consist of three members, representing the three largest shareholders as per 30 September of each calendar year. The chairman of the board is responsible to convene the Nomination Committee to its first meeting, and shall also be co-opted to the Nomination Committee, except when the Nomination Committee shall address to the matter of chairman of the board and remuneration to the chairman of the board.

The Nominating Committee for the Annual General Meeting on 17 May 2023, consisted of Lennart Johansson, Chairman of the Board of Directors, Jan Särlvik, representing Fjärde AP-fonden (AP4), Staffan Lindstrand, representing HealthCap V LP and Caroline Sjösten, representing Swedbank Robur fonder. The Nomination Committee appointed Staffan Lindstrand as committee Chair.

Information about the Nomination Committee for the Annual General Meeting to be held in 2024 will be made available at the latest six months before the Annual General Meeting.

Proposals to the Nominating Committee should be addressed to BONESUPPORT HOLDING AB, Att: Nomination Committee, Scheelevägen 19, Ideon Science Park, SE-223 70 Lund, Sweden or by email to .

General meetings shall be held in Lund. Notice convening the annual general meetings and extraordinary general meetings where amendments to the articles of association are to be addressed, shall be issued no earlier than six weeks and no later than four weeks prior to the meeting. Notice convening other extraordinary general meetings shall be issued no earlier than six weeks and no later than three weeks prior to the meeting. Notice shall be published in the Swedish National Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the company’s website. Information regarding the notice shall at the same time be advertised in Svenska Dagbladet.

The 2023 Annual General Meeting was held on May 17, 2023 in Lund.

Proposals to the General Meeting should be addressed to BONESUPPORT HOLDING AB, Att: Legal, Scheelevägen 19, Ideon Science Park, SE-223 70 Lund, Sweden or by email to and submitted no later than seven weeks prior to the Annual General Meeting to ensure that the request can be considered.

The Board

LENNART JOHANSSON

CHAIRMAN OF THE BOARD

HÅKAN BJÖRKLUND

BOARD MEMBER

BJÖRN ODLANDER

BOARD MEMBER

CHRISTINE RANKIN

BOARD MEMBER

MARY I O’CONNOR

BOARD MEMBER

Management Team

EMIL BILLBÄCK

CHIEF EXECUTIVE OFFICER

HÅKAN JOHANSSON

CHIEF FINANCIAL OFFICER

KRISTINA INGVAR

EVP QUALITY MANAGEMENT & REGULATORY AFFAIRS

MICHAEL DIEFENBECK

EVP MEDICAL & CLINICAL AFFAIRS CHIEF MEDICAL OFFICER

FERGUS MACLEOD

GM & EVP COMMERCIAL OPERATIONS EUROW

MIKE ROTH

GM & EVP OF COMMERCIAL OPERATIONS NORTH AMERICA

HELENA BRANDT

EVP HUMAN RESOURCES

ANN-MARIE THOR

ACTING EVP GLOBAL MARKETING

MICHAEL WRANG MORTENSEN

EVP R&D AND OPERATIONS

Audit Committee

CHRISTINE RANKIN

CHAIRMAN

LENNART JOHANSSON

CHAIRMAN OF THE BOARD

Remuneration Committee

BJÖRN ODLANDER

BOARD MEMBER

HÅKAN BJÖRKLUND

BOARD MEMBER

LENNART JOHANSSON

CHAIRMAN OF THE BOARD

Remuneration Principles

Incentive Programs

Auditors

Corporate Governance Reports

Nomination Committee

General Meetings

AGM 2023

AGM 2022

AGM 2021

AGM 2020

AGM 2019

AGM 2018

Articles of Association