Published: 2026-04-08
The shareholders of BONESUPPORT HOLDING AB (publ), org. No. 556802-2171, are hereby invited to attend the Annual General Meeting at Elite Hotel Ideon, Scheelevägen 27, in Lund, on 12 May 2026 at 10.00 a.m. CEST.
Right to participate and notification
Shareholders who wish to participate in the Annual General Meeting must:
- be registered as a shareholder in the share register prepared by Euroclear Sweden AB as of 4 May 2026, and
- notify the company of their intention to attend no later than 6 May 2026 at the address BONESUPPORT HOLDING AB, "Annual General Meeting", Scheelevägen 19, SE-223 70 Lund, Sweden, by e-mail legal@bonesupport.com or by telephone +46 286 53 70. When giving notice of attendance, the shareholder must state their name, personal identity number or corporate identity number, address, telephone number and the number of representatives, if any, (maximum two).
If a shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder shall be issued for the proxy. A proxy form is available on the company's website, www.bonesupport.com. If the shareholder is a legal entity, a certificate of registration or equivalent document of authority must be attached. To facilitate registration at the meeting, a power of attorney as well as a certificate of registration and other authorization documents should be received by the company at the above address well in advance of the meeting.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee through a bank or other nominee must, in addition to giving notice of participation in the meeting, request that their shares be temporarily entered in the share register of Euroclear Sweden AB in their own name (so-called voting rights registration) in order to participate in the meeting. The presentation of the general meeting share register as of the record date of 4 May 2026 will take into account voting rights registrations made no later than 6 May 2026. Shareholders concerned must, in accordance with the respective nominee's procedures, request that the nominee carry out such voting rights registration well in advance.
Proposed agenda
- Opening of the meeting.
- Election of Chair of the Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Address by the CEO.
- Presentation of the Annual Report and the Auditor's Report as well as the Group Annual Report and the Auditor's Report for the Group, as well as the auditor's statement regarding the application of the current guidelines for remuneration to senior executives.
- Resolutions on:
a. adoption of the profit and loss statement and balance sheet as well as the consolidated profit and loss statement and consolidated balance sheet,
b. resolution on the allocation of the company’s profit or loss in accordance with the adopted balance sheet, and
c. discharge from liability for the members of the Board of Directors and the CEO. - Determination of the number of Board members and the number of auditors.
- Determination of fees to the Board of Directors and the auditor.
- Election of Board members, Chair of the Board and auditor.
- Resolution on approval of the remuneration report.
- Resolution on guidelines for remuneration to senior executives.
- Resolution on authorization for the Board of Directors to resolve on new issues.
- Resolution on authorization for the Board of Directors to resolve on acquisition and transfer of own ordinary shares.
- Resolution on the implementation of a long-term incentive program for senior executives and other key employees, including (A) implementation of a performance-based share saving program; (B) resolution on authorization for the Board of Directors to resolve on acquisition of own ordinary shares; and (C) resolution on transfer of own ordinary shares; alternatively (D) a resolution to enter into a share swap agreement with a third party.
- Closing of the meeting.
Resolution proposals
Item 2: Election of Chair of the Annual General Meeting
The Nomination Committee for the 2026 Annual General Meeting has consisted of Caroline Sjösten (appointed by Swedbank Robur Fonder), Erik Selin (appointed by Erik Selin Fastigheter) and Anna Sundberg (appointed by Handelsbanken Fonder). The Chair of the Board, Lennart Johansson, has been co-opted to the Nomination Committee. Caroline Sjösten has been Chair of the Nomination Committee.
The Nomination Committee proposes that attorney Madeleine Rydberger is elected as Chair of the Annual General Meeting.
Item 9 b: Resolution on the allocation of the company’s profit or loss in accordance with the adopted balance sheet
The Board of Directors proposes that no dividends are paid and that available funds totalling SEK 1,202,961,052 are carried forward.
Item 10: Determination of the number of Board members and the number of auditors
The Nomination Committee proposes that the Annual General Meeting resolves that the number of Board members shall be six. Furthermore, it is proposed that one registered accounting firm is appointed as auditor for the period until the end of the next Annual General Meeting.
Item 11: Determination of fees to the Board of Directors and the auditor
The Nomination Committee proposes that remuneration to the Board of Directors, including fees to the Committees (based on two members of the Audit Committee and three members of the Remuneration Committee), shall be paid in a total amount of SEK 3,780,000* for the period until the end of the next Annual General Meeting, distributed as follows.
SEK 1,150,000 shall be paid to the Chair of the Board and SEK 525,000 to each of the other Board members who are not employed by the company.
Half of the remuneration to the Board of Directors shall be paid to each Board member without any special conditions.
Payment of the other half is conditional upon the Board member (i) as soon as possible after the Annual General Meeting, taking into account applicable rules on insider dealing and trading prohibitions, acquiring shares in BONESUPPORT HOLDING AB on the market in an amount corresponding to half of the Board fee (net amount after tax), and (ii) undertakes not to dispose of such shares during the entire period that the member holds their Board assignment in BONESUPPORT HOLDING AB. The other half of the Board fee will be paid after the completion of the share acquisition. The Board member is obliged to repay the other half of the Board fee (net amount after tax) in the event that the Board member is dismissed before the next Annual General Meeting as a result of breach of his or her obligations as a Board member or leaves the Board of Directors at his or her own request.
The purpose of the proposed remuneration model is to promote increased shareholding among the members of the Board of Directors and thereby strengthen the alignment of interests between the Board of Directors and the shareholders of BONESUPPORT HOLDING AB. The proposed model essentially follows the same principle as has been adopted by previous Annual General Meetings. The structural difference compared to the previous year is that the remuneration to the Board of Directors is now proposed to be determined as a total remuneration (SEK 1,150,000 to the Chair of the Board and SEK 525,000 to each of the other Board members), half of which is conditional on share acquisitions, instead of, as in the previous year, being divided into a base fee and a separate so-called "additional board fee" intended to cover share acquisitions (SEK 550,000 plus SEK 550,000 to the Chair of the Board and SEK 250,000 plus SEK 250,000 to each of the other Board members).
Additional remuneration of SEK 100,000 (corresponding to approximately USD 10,000) shall be paid to Board member Mary I O'Connor as compensation for lost time due to travel to and from the company.
Remuneration for committee work shall be paid in the amount of SEK 195,000 (SEK 180,000 in the previous year) to the Chair of the Audit Committee, SEK 95,000 (SEK 90,000 in the previous year) to each of the other members of the Audit Committee, SEK 70,000 (SEK 65,000 in the previous year) to the Chair of the Remuneration Committee, and SEK 35,000 (SEK 35,000 in the previous year) to each of the other members of the Remuneration Committee.
It is proposed that fees to the auditor is paid in accordance with invoiced amounts in accordance with customary billing standards.
* The calculation of the total remuneration to the Board of Directors is based on the assumption that Emil Billbäck, proposed for new election to the Board of Directors, is employed as Senior Advisor in BONESUPPORT HOLDING AB until further notice and that he will therefore not receive any Board remuneration for the period until the Annual General Meeting 2027.
Item 12: Election of Board members, Chair of the Board and auditor
The Nomination Committee proposes that the Annual General Meeting resolves to re-elect Lennart Johansson, Mary I O'Connor, Björn Odlander, Christine Rankin and Jens Viebke as ordinary Board members, and to elect Emil Billbäck as new ordinary Board member. The Nomination Committee further proposes that the Annual General Meeting resolves to re-elect Lennart Johansson as Chair of the Board.
Information about the Board members proposed for re-election can be found on the company’s website; www.bonesupport.com, and in the annual report. Information about the Board member proposed for new election can be found in the Nomination Committee's proposal and reasoned statement for the 2026 Annual General Meeting.
The Nomination Committee further proposes, in accordance with the Audit Committee's recommendation, that the Annual General Meeting resolves to re-elect Ernst & Young AB as auditing firm for the period until the end of the 2027 Annual General Meeting. Ernst & Young AB has announced that, provided that the Nomination Committee's proposal is adopted by the Annual General Meeting, authorized public accountant Henrik Rosengren will continue to be the auditor in charge.
Item 14: Resolution on guidelines for remuneration to senior executives
The Board of Directors proposes that the Annual General Meeting resolves on revised guidelines for remuneration to senior executives. The guidelines proposed for the 2026 Annual General Meeting are essentially identical to the guidelines adopted by the 2025 Annual General Meeting, with one amendment. The guidelines now proposed state that annual variable cash remuneration to GM & EVP Commercial Operations US may amount to a maximum of 52.5 per cent of the fixed annual salary (the most recently adopted guidelines state that annual variable cash remuneration may amount to a maximum of 40 per cent of the fixed annual salary).
The Board's complete proposal for revised guidelines for remuneration to senior executives will be available on the company's website, www.bonesupport.com.
Item 15: Resolution on authorization for the Board of Directors to resolve on new share issues
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, at one or several occasions, during the time up until the next Annual General Meeting, with or without deviation from the shareholders’ preferential right, and with or without provisions regarding payment in kind or through set-off or other provisions, to resolve to issue new shares, convertibles and/or warrants. The total number of shares that that may be issued (alternatively be issued through conversion of convertibles and/or exercise of warrants) shall not exceed 6,585,919 shares, which corresponds to 10 percent of the current number of ordinary shares in the company. The purpose of the authorization and reason for any deviation from the shareholders’ preferential right is to enable the company to raise working capital, to execute acquisitions of companies or operating assets as well as to enable issues to industrial partners within the framework of partnerships and alliances. The issue price shall, in the case of deviation from the shareholders’ preferential right, be determined in accordance with market practice. The Board of Directors shall be entitled to determine other terms of the issue.
The Board of Directors, the CEO or a person appointed by one of them shall be entitled to make any minor adjustments to the above decision that might be required in connection with registration with the Swedish Companies Registration Office.
A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
Item 16: Resolution on authorization for the Board of Directors to resolve on acquisition and transfer of own ordinary shares
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to resolve on acquisition of own ordinary shares on the following terms and conditions:
- Acquisitions may be made on Nasdaq Stockholm and in accordance with Nasdaq Stockholm's rules for issuers on the main market, on one or more occasions prior to the next Annual General Meeting.
- Acquisitions may be made of a maximum number of ordinary shares that the company's holding of own shares at any given time amounts to a maximum of 10 per cent of all shares in the company.
- Acquisition of ordinary shares on Nasdaq Stockholm shall be made in compliance with the price restrictions set out in Nasdaq Stockholm's rules for share issuers on the main market, which stipulate that shares may not be acquired at a price higher than the higher of the prices of the last independent trade and the highest current independent bid on the trading venue where the purchase is made. Acquisitions may not be made at a price lower than the lowest price at which an independent acquisition can be made.
- Payment for acquired ordinary shares shall be made in cash.
Furthermore, the Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to resolve on transfer of own ordinary shares, with deviation from the shareholders' preferential rights, on the following terms and conditions:
- Transfers may be made on Nasdaq Stockholm and/or outside Nasdaq Stockholm in connection with acquisitions of companies or operating assets, on one or more occasions prior to the next Annual General Meeting.
- A maximum of as many ordinary shares as the company holds at the time of the Board's decision on the transfer may be transferred.
- Transfer of ordinary shares on Nasdaq Stockholm may be made at a price that falls within the price interval registered on Nasdaq Stockholm at any given time, meaning the interval between the highest purchase price and the lowest selling price. In the case of a transfer outside Nasdaq Stockholm, payment may be made in kind or by set-off, and the price shall be determined so that the transfer is made on market terms.
The purpose of the proposed authorizations, and the reason for deviating from the shareholders' preferential rights with regard to transfer of own shares, is to enable acquisition financing through the utilization of own ordinary shares, to give the Board of Directors the opportunity to continuously adapt the company's capital structure to the company's capital needs and thereby contribute to increased shareholder value, and to give the company the opportunity to divest shares in its own holding for cash flow hedging of social security costs arising from the delivery of shares to participants in the incentive program resolved by the Annual General Meeting 2023 (LTI 2023).
The Board of Directors shall have the right to decide on any other terms and conditions for the acquisition and transfer of own ordinary shares. The Board of Directors, or a person appointed by the Board of Directors, is authorized to make such minor adjustments to the above proposals as may prove necessary in connection with the execution of the Board's resolution on acquisition and transfer of own ordinary shares.
A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
Item 17: Resolution on implementation of a long-term incentive program for senior executives and other key employees, including (A) implementation of a performance-based share saving program; (B) resolution on authorization for the Board of Directors to resolve on acquisition of own ordinary shares and (C) resolution on transfer of own ordinary shares; alternatively (D) a resolution to enter into a share swap agreement with a third party
The Board of Directors proposes that the Annual General Meeting 2026 resolves to implement a long-term incentive program in the form of a performance-based share saving program for senior executives and other key employees ("LTI 2026") in accordance with A below.
The resolution under item A shall be conditional upon the Annual General Meeting also resolving on either hedging measures in accordance with items B – C or, if the majority requirement for items B – C is not met, in accordance with item D. In the event that items B – C are adopted, item D shall lapse. In the event that item A is not adopted, items B – D shall lapse.
A. Implementation of a performance-based share saving program
Background and rationale
Since 2018 (with the exception of the 2022 Annual General Meeting), the Annual General Meeting has resolved on incentive programs for senior executives and other key employees and where the terms and conditions mainly correspond to the terms and conditions that constitute LTI 2026, which are set out below.
The overall purpose of LTI 2026 is to align the interests of the employees with the interests of the shareholders and thereby ensure maximum long-term value creation, primarily in relation to senior executives and other key employees, including key employees who commenced their employment after the application period for the previous year's incentive program. LTI 2026 is also intended to create a long-term focus on earnings and growth among the participants. LTI 2026 is also expected to facilitate for the company to recruit and retain senior executives and other key employees.
In light of the above, the terms and conditions proposed below, the size of the allotment and other circumstances, the Board of Directors assesses that the proposed LTI 2026 is well-balanced and beneficial for the company and its shareholders.
Terms and conditions for LTI 2026
- In order to participate in LTI 2026, the participant must have been employed by the company or another company in the group no later than the end of the Investment Period as set out below. LTI 2026 entails that the participants invest in ordinary shares in the company ("Savings Shares”). In order to participate in LTI 2026, each participant must acquire or allocate the number of Saving Shares specified for each category in the table set out in paragraph4 below. The investment in Saving Shares can be achieved through the acquisition of ordinary shares in the market or through the allocation of the participants' already held ordinary shares that have not been used as Saving Shares in an already existing incentive program. The investment and allocation shall have taken place during the period from the time the Annual General Meeting resolves to implement LTI 2026 up to and including 30 September 2026 (”The Investment Period”).
- If the Saving Shares are retained from the end of the Investment Period up to and including 31 December 2029 ("The Savings Period"), the participant is entitled to receive additional ordinary shares in the company free of charge ("Performance Shares") provided that, firstly, the performance targets set out below ("Performance Targets") are achieved or exceeded, and that the participant's employment, with the exceptions set out in paragraph 7 below, has not been subject to notice of termination before the end of the Savings Period.
- With respect to the Sales Target and EBITDA Target set out below, Performance Shares pertaining thereto vest linearly during the Saving Period starting 1 January 2027, while Performance Shares pertaining to the Share Price Target set out below vest on the last day of the Share Price Target's measurement period, i.e. 31 December 2029.
- LTI 2026 shall comprise the following categories of employees, which include employees who have been identified as key employees for the company's development in the coming years (some of whom have not been offered participation in previous incentive programs), and the participant shall acquire or allocate the following number of Saving Shares with the possibility to be allotted up to the number of vested Performance Shares per Saving Share set out below:
| Position | Number of Saving Shares (per participant) | Maximum number of Performance Shares per Saving Share | Total and maximum number of Performance Shares |
| CEO (1 person) | 10,000 | 3 | 30,000 |
| Other senior executives (8 people) | 5,000 | 3 | 120,000 |
| Key Employees, Level 1 (approximately 14 people) | 2,000 | 3 | 84,000 |
| Key employees, level 2 (approximately 24 people) | 1,000 | 3 | 72,000 |
The final number of Performance Shares vested by each participant shall be rounded down to the nearest whole number.
- LTI 2026 shall comprise a maximum of 373,320 shares in the company, of which a maximum of 306,000 Performance Shares. The remaining 67,320 shares are shares that may be transferred by the company in order to hedge cash flow of certain payments related to LTI 2026, mainly social security costs.
- The Performance Targets that must be achieved or exceeded relate to (i) the share price development of the company's shares (the "Share Price Target"), weighted as 40 percent of the Performance Targets, (ii) net sales for each of the respective financial year 2027-2029 (the "Sales Target"), weighted as 40 percent of the Performance Targets, and (iii) EBITDA for each of the respective financial year 2027-2029 (the "EBITDA Target"), weighted as 20 percent of the Performance Targets. With respect to the Sales Target and the EBITDA Target, the measurement periods for these two Performance Targets shall be allocated by 1/3 for each of the respective financial years 2027, 2028 and 2029.
The Share Price Target relates to the development of the company's share price on Nasdaq Stockholm during the period from the date of the Annual General Meeting 2026 up to and including 31 December 2029. The development of the share price will be measured as the volume-weighted average price 30 trading days immediately after the Annual General Meeting 2026 and 30 trading days immediately before 31 December 2029. An increase in the share price of less than 22.5 percent does not entitle to vesting of Performance Shares pertaining to the Share Price Target and an increase in the share price of 30 percent or more entitles to vesting of all Performance Shares pertaining to the Share Price Target. If the minimum level of a 22.5 percent increase in the share price is reached, half of all Performance Shares pertaining to the Share Price Target will vest. In the event of an increase in the share price between 22.5 percent and 30 percent, vesting of the Performance Shares pertaining to the Share Price Target will occur linearly between the minimum level and the target level.
The Sales Target and EBITDA Target shall be set by the Board of Directors annually as soon as possible at the beginning of each financial year. For each financial year, a minimum level and a target level (maximum) shall be established for each respective target. The minimum level shall amount to 75 per cent of the target level. If the minimum level is not reached, no Performance Shares will vest in relation to the relevant Performance Target for the financial year and if the target level is reached, all Performance Shares relating to the relevant Performance Target for the financial year will vest. If the minimum level is reached, half of all Performance Shares pertaining to the relevant Performance Target for the financial year will vest. In the event of an outcome between the minimum level and the target level, vesting of the Performance Shares pertaining to the relevant Performance Target for the financial year will occur linearly between the minimum level and the target level. The Board of Directors intends to present the determined targets regarding the Sales Target and the EBITDA Target and the fulfilment of these no later than in connection with the expiration of LTI 2026.
- If, before the end of the Savings Period, a participant's employment with the company (i) ceases due to retirement, death or long-term illness; (ii) is subject to notice of termination given by the company, in which case termination is not attributable to personal reasons (Sw. personliga skäl) or material breach of contract; or (iii) is terminated or subject to notice of termination and if, in the assessment of the Board of Directors, there are similar reasonable grounds for the termination or notice of termination of the participant's employment, the participant shall continue to be entitled to receive Performance Shares already vested at the time of termination or cessation, even in the event that he or she sells his or her Saving Shares after the above event but before the end of the Saving Period.
- Before the number of Performance Shares to be allotted is finally determined, the Board of Directors shall assess whether allotment in accordance with the terms and conditions above is reasonable taking into account the company's results, financial position and conditions on the stock market and in general. If the Board of Directors deems that this is not the case, the Board of Directors shall be able to decide to reduce the number of Performance Shares to be allotted to the lower number of shares that the Board of Directors deems reasonable.
- The number of Performance Shares that may be received by virtue of Saving Shares may be subject to recalculation as a result of bonus issues, share splits and reverse share splits, rights issues and/or similar events.
- Allotment of Performance Shares shall take place after the publication of the year-end report for the financial year 2029, with the aim that allotment of Performance Shares shall take place approximately 30 days after the publication of the year-end report.
- Participation in LTI 2026 presupposes that such participation is legally possible and that such participation can, in the company's opinion, be made with reasonable administrative costs for the company.
- The Board of Directors shall be responsible for the details and management of LTI 2026 within the framework of the main terms and conditions set out above, and shall also have the right to make such minor adjustments to these terms and conditions as may be required as a result of legal or administrative circumstances. In addition, the Board of Directors shall have the right to make adjustments to and deviations from the terms and conditions as required by local laws and regulations and applicable market practice. Further, in the event of a public offer, sale of the company's business, liquidation, merger or similar transaction affecting the company, the Board of Directors shall be entitled to resolve, in its sole discretion, that the Performance Shares shall be (in whole or in part) vested and allotted in connection with the completion of such transaction. The Board of Directors shall make this decision based on the degree of fulfilment of the Performance Targets, the remainder of the Saving Period and other factors that the Board of Directors deems relevant.
B. Resolution on authorization for the Board of Directors to resolve on acquisition of own ordinary shares
In order to secure the company's delivery of Performance Shares to participants in LTI 2026, as well as to hedge cash payments of future social security costs attributable to the delivery of Performance Shares, the Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to resolve on acquisition of own ordinary shares as follows:
- Acquisitions may be made on Nasdaq Stockholm and in accordance with Nasdaq Stockholm's rules for share issuers on the main market, on one or more occasions prior to the next Annual General Meeting.
- A maximum of 373,320 own ordinary shares may be acquired.
- Acquisition of ordinary shares on Nasdaq Stockholm shall be made in compliance with the price restrictions set out in Nasdaq Stockholm's rules for share issuers on the main market, which stipulates that shares may not be acquired at a price higher than the higher of the prices of the last independent trade and the highest current independent bid on the trading venue where the purchase is made. Acquisitions may not be made at a price lower than the lowest price at which an independent acquisition can be made.
- Payment for acquired ordinary shares shall be made in cash.
The Board's statement pursuant to Chapter 19. Section 22 of the Companies Act is set out in a separate document provided with this proposal.
C. Resolution on transfer of own ordinary shares
In order to fulfil the company's obligations towards participants in LTI 2026, the Board of Directors proposes that the Annual General Meeting resolves that the company shall be entitled to transfer its own ordinary shares as follows:
- The company shall have the right to transfer the maximum number of ordinary shares that the company is obliged to deliver as Performance Shares to participants in LTI 2026, not exceeding 306,000 shares.
- The shares that may be transferred in accordance with paragraph 1 above shall consist of either (i) Series C shares which, after conversion into ordinary shares, have been issued in connection with previous corresponding LTI programmes, but which are no longer needed for the fulfilment of the company's obligations under such programmes, or (ii) ordinary shares acquired by the company in accordance with item B above.
- The number of shares to be transferred under LTI 2026 may be subject to recalculation as a result of a bonus issue, share split, rights issue and/or similar events that affect the number of shares in the company, which consequently correspondingly affects the maximum number of shares that can be transferred.
- The right to acquire ordinary shares shall, with deviation from the shareholders' preferential rights, be granted to participants in LTI 2026 who are entitled to receive Performance Shares in accordance with the terms and conditions of the program.
- Transfer of shares to participants in LTI 2026 shall be made free of charge and executed at the relevant time set out in the terms and conditions of LTI 2026.
Since LTI 2026 is initially, in principle, not expected to give rise to any social security costs for the company (and a resolution on transfer of own shares is only valid until the next Annual General Meeting), the Board of Directors has decided not to propose to the Annual General Meeting 2026 to resolve on authorization regarding transfer of own ordinary shares on a regulated market to hedge costs associated with LTI 2026, such as social security costs. However, before any transfer of the company's shares is made to the participants in LTI 2026, the Board of Directors may propose a later general meeting to resolve on transfer of the company's own ordinary shares on a regulated market in order to hedge such costs.
The reason for the deviation from the shareholders' preferential rights in connection with transfers of own ordinary shares is to enable delivery of Performance Shares to participants in LTI 2026.
D. Share swap agreement with a third party
Should the majority requirement for items B – C above not be met, the Board of Directors proposes that the Annual General Meeting, in order to secure delivery of Performance Shares and to cover associated costs, such as social security costs, instead resolves that the company shall be able to enter into a share swap agreement with a third party on market terms. The share swap agreement means that the third party in its own name shall acquire and transfer ordinary shares in the company to the participants in LTI 2026 and sell ordinary shares in the market.
Scope and dilution
As of the date of this notice, the number of shares in the company amounts to 66,764,350 shares, of which 65,859,195 are ordinary shares and 905,155 are Series C shares issued in connection with the share savings programs adopted at previous Annual General Meetings. Of these, 204,000 Series C shares are intended to be used to hedge delivery of Performance Shares to the participants in LTI 2026 and associated costs, while the remaining Series C shares are intended to be used to hedge delivery of Performance Shares to the participants in the share saving program resolved at the 2023 Annual General Meeting, as well as hedge associated costs, such as social security costs. The remaining 169,320 ordinary shares needed to hedge delivery of Performance Shares to the participants in LTI 2026, as well as associated costs, are intended to consist of existing shares in the company and consequently no dilution effect in the number of issued shares will arise for existing shareholders.
LTI 2026 comprises a maximum of 373,320 ordinary shares in the company, which corresponds to approximately 0.6 per cent of the total number of outstanding shares in the company.
Estimated costs and effects on key ratios
The Board of Directors has had a preliminary cost estimate made for LTI 2026. The costs for LTI 2026, which will be reported in the profit and loss statement, are calculated in accordance with the accounting standard IFRS 2 and are accrued over the vesting period which runs until December 2029. The calculation has been made based on the quoted closing price of ordinary shares in the company as of 1 April 2026, i.e. SEK 219.20 per share, and with the following assumptions: (i) an annual dividend yield of 0 percent, (ii) an estimated annual employee turnover of 0 percent; (iii) the fulfilment of the Performance Targets of 100 per cent and (iv) that a maximum of 306,000 Performance Shares may be allotted in total.
In addition to what follows from the above, the costs for LTI 2026 have been based on LTI 2026 covering a maximum of 47 participants. In total, the costs for LTI 2026 according to IFRS 2 are estimated to amount to approximately SEK 55.5 million excluding social security costs. The social security costs are estimated to amount to approximately SEK 19.2 million, based on the above assumptions, and under assumptions of a share price increase of 30 per cent during the term of LTI 2026 and an average social security tax rate of 22 per cent.
The expected annual costs of SEK 23 million, including social security costs, correspond to approximately 9.2 percent of the company's total employee costs for the financial year 2025. Based on the calculation of costs as described above, the key figure earnings per share for the full year 2025 had changed from SEK 2.16 to SEK 1.87.
Other incentive programs
There are currently three performance-based share saving programs outstanding in the company. The share saving programs were resolved by the Annual General Meeting 2023 (LTI 2023), the Annual General Meeting 2024 (LTI 2024) and the Annual General Meeting 2025 (LTI 2025).
The programs include performance shares to senior executives and key employees. Within the framework of these share saving programs, the participants may receive three to four performance shares per savings share depending on the share price development and the company's development in terms of sales and EBITDA during the term.
LTI 2023 comprises a maximum of 700,889 shares, subject to the fulfilment of the performance targets set by the Board of Directors, and including hedging measures for social security costs. LTI 2024 comprises a maximum of 256,615 shares, depending on the fulfilment of the performance targets set by the Board of Directors. LTI 2025 comprises a maximum of 87,188 shares, depending on the fulfilment of the performance targets set by the Board of Directors, and including hedging measures for social security costs.
Delivery of performance shares, as well as related costs, for LTI 2023 has been secured through the issue of Series C shares, which shall be converted into ordinary shares prior to delivery to the participants. Delivery of performance shares for LTI 2024 has been secured through a share swap agreement with a third party. Delivery of performance shares, as well as related costs, for LTI 2025 has been secured through an share swap agreement with a third party. Vested shares shall be allotted to the participants following the publication of the year-end report for the financial year 2026 (LTI 2023), the financial year 2027 (LTI 2024), and the financial year 2028 (LTI 2025).
All programs, including LTI 2026, and including hedging measures for social security costs, comprise a total of approximately 2.1 percent of the company's total number of shares.
Preparation of the proposal
The proposal for LTI 2026 has been prepared by the Remuneration Committee in consultation with external advisors. The final proposal has been decided by the Board of Directors.
Majority requirements
A valid AGM resolution regarding the proposal in item A requires that shareholders with at least half of the votes cast vote in favour of the proposal. A valid AGM resolution regarding the proposal in item B requires that the proposal is supported by at least nine-tenths of the shares and votes cast at the Annual General Meeting. A valid AGM resolution regarding the proposal in item C requires that shareholders with at least half of the votes cast vote in favour of the proposal.
Authorization
The Chair of the Board of Directors or a person appointed by him or her shall be authorised to make such minor formal adjustments to the resolutions as may prove necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
Available documents, etc.
The Nomination Committee's reasoned statement and proxy form are available at the company and on the company's website, www.bonesupport.com.
Accounting documents, auditor's report, auditor's statement regarding the application of current guidelines for remuneration to senior executives and the remuneration report, Board of Directors’ proposal under item 14 and the Board's statement in accordance with Chapter 19. Section 22 of the Swedish Companies Act will be available at the company and on the company's website, www.bonesupport.com, no later than three weeks before the Annual General Meeting. In other respects, complete decisions are set out under each item in the notice.
A copy of the documents will be sent free of charge to shareholders who request it and state their postal address.
Information on the number of shares and votes in the company
As of the date of this notice, the total number of shares in the company amounts to 66,764,350, of which 65,859,195 are ordinary shares with one vote each and 905,155 are Series C shares with one tenth of a vote each. As of the date of the notice, the total number of votes in the company amounts to 65,949,710.5 votes. The company holds all 905,155 outstanding Series C shares, corresponding to 90,515.5 votes, which cannot be represented at the Annual General Meeting.
Shareholders' right to information
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the company, provide information on circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company's or subsidiaries' financial situation and the consolidated financial statements, and on the company's relationship with other group companies.
Processing of personal data
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
If you have any questions regarding our processing of personal data, you can contact us by e-mail at privacy@bonesupport.com. BONESUPPORT HOLDING AB (publ) has company registration number 556802-2171 and the Board of Directors is based in Lund, Sweden.
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Lund, April 2026
BONESUPPORT HOLDING AB (publ)
The Board of Directors
