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CORPORATE
GOVERNANCE

Svensk version

BONESUPPORT’s corporate governance is governed by the Swedish Companies Act and other applicable laws and regulations, the company’s articles of association, the Swedish Corporate Governance Code, Nasdaq’s Rule Book for Issuers, good practice in the stock market, internal policy documents and other applicable rules and recommendations. Deviations from the Swedish Corporate Governance Code, if any, will be reported annually in the company’s corporate governance report.

The Board

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 six board members appointed by the general meeting on 12 April 2017 for the period until the end of the annual general meeting to be held in 2018.

HÅKAN BJÖRKLUND

CHAIRMAN

HÅKAN BJÖRKLUND

CHAIRMAN

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.

Holdings in BONESUPPORT: Håkan Björklund owns 25 percent of Tellacq AB that holds 2,264,151 shares and 4,900,000 warrants in BONESUPPORT. Independent in relation to the Company and its management and in relation to major shareholders.

LARS LIDGREN

FOUNDER

LARS LIDGREN

FOUNDER

M.D, Ph.D, Professor in Orthopaedics at the University Hospital of Lund

Dr. Lidgren is leading a regenerative medicine research group at the university department in Lund, which is a member of the ISOC group of worldwide leading hospitals. He is an honorary member of and served as president of several major societies, and initiated the worldwide Bone and Joint Decade 2000-2010. Dr. Lidgren is a successful serial entrepreneur who founded the companies Scandimed (Biomet), AMeC and GWS, Sweden. He is also a board member of the stock listed companies Orthocell, Australia and GWS, Sweden.

Holdings in BONESUPPORT: 492,926 shares and 860,985 employee stock options. Independent in relation to the Company and its management and in relation to major shareholders.

BJÖRN ODLANDER

BOARD MEMBER

BJÖRN ODLANDER

BOARD MEMBER

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.

Holdings in BONESUPPORT: None. 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.

NINA RAWAL

BOARD MEMBER

NINA RAWAL

BOARD MEMBER

Previously, Dr. Rawal held the position of Vice President, Ventures at Gambro. Prior experience also includes The Boston Consulting Group in Stockholm and New York, Swecare foundation, and a Ph.D in molecular neurobiology at the Karolinska Institute in Stockholm and Hôpital la Salpêtrière in Paris. Dr. Rawal serves on the boards of Smartfish, Airsonett and Glionova, and on a pro bono basis, as advisor to Médecins Sans Frontières. She holds an MSc in Biomedicine from the Karolinska Institute.

Holdings in BONESUPPORT: None. Independent in relation to the Company and its management, but not in relation to major shareholders. Employed by Stiftelsen Industrifonden.

TONE KVÅLE

BOARD MEMBER

TONE KVÅLE

BOARD MEMBER

Tone Kvåle has more than 20 years of experience gained in the biotech industry. She has been Chief Financial Officer at Nordic Nanovector ASA since November 2012. Prior to joining Nordic Nanovector, she was CFO of NorDiag, Kavli Holding and Dynal Biotech, and has held senior management positions at Invitrogen, Life Technologies and ThermoFisher (US). Ms. Kvåle has a diploma in Finance & Administration from Harstad University College.

Holdings in BONESUPPORT: None. Independent in relation to the Company and its management and in relation to major shareholders.

LENNART JOHANSSON

BOARD MEMBER

LENNART JOHANSSON

BOARD MEMBER

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).

Holdings in BONESUPPORT: 30,000 shares. Independent in relation to the Company and its management and in relation to major shareholders.

Management Team

RICHARD DAVIES

CHIEF EXECUTIVE OFFICER

RICHARD DAVIES

CHIEF EXECUTIVE OFFICER

Richard Davies is a senior commercial leader in the life sciences and healthcare sectors with global expertise in all aspects of sales and marketing, building businesses, driving long-term revenues, profit, market share growth and significant shareholder value, and developing/leading high-performing teams worldwide. He joined BONESUPPORT AB as CEO in 2016. He is Board Chair of Alvotech, Iceland. Mr Davies was VP/GM, Asia and Latin America at Amgen from 2010-2012. He previously served in global leadership roles at Eli Lilly, and worked for Spencer & Partners Consulting Engineers in London. He has a B.Sc. from Portsmouth University and an MBA from Warwick Business School.

Holdings in BONESUPPORT: 7,197,720 employee stock options.

BJÖRN WESTBERG

CHIEF FINANCIAL OFFICER

BJÖRN WESTBERG

CHIEF FINANCIAL OFFICER

Björn Westberg joined the Company as Chief Financial Officer in January 2017 from Recipharm AB (publ) - one of the largest pharmaceutical contract manufacturers in the world - where he was CFO since 2007. Prior to this Mr Westberg was CFO of the listed (Nasdaq Stockholm) software company Jeeves (2001-2007). Before that he held senior roles at AstraZeneca, among those Finance Director ISMO Northern Europe and Controller in Astra Japan.

Holdings in BONESUPPORT: 1,250,000 warrants.

MATS ÖGREN

HEAD OF HUMAN RESOURCES

MATS ÖGREN

HEAD OF HUMAN RESOURCES

Mats Ögren joined BONESUPPORT AB in October 2016, bringing with him more than 17 years’ experience working across HR, R&D and Change Management. He has worked in various HR management positions at AstraZeneca, SonyMobile Communications and Teknopol/Mobile Heights in Lund. Previous to that he worked for IBM and Ericsson internationally. Mr. Ögren holds a degree in Business Administration & Behavior Science from Stockholm University.

Holdings in BONESUPPORT: None.

VIKRAM JOHRI

GENERAL MANAGER & EXECUTIVE VP INTERNATIONAL COMMERCIAL OPERATIONS

VIKRAM JOHRI

GENERAL MANAGER & EXECUTIVE VP INTERNATIONAL COMMERCIAL OPERATIONS

Mr Johri develops and manages international sales with a focus on exponential revenue growth. He holds an MBA in Marketing from Syracuse University (1993) and a Bachelors of Commerce from Dehli University (1988). Prior to his current role, Mr Johri was Chief Commercial Officer (2009-2012), and prior to joining BONESUPPORT AB, was VP of EMEA Wright Medical (2007-2009) and Group Marketing Manager International at Boston Scientific 2002-2009.

Holdings in BONESUPPORT: 1,005,812 employee stock options.

DR. SHARON MCFADDEN

VICE PRESIDENT OF CLINICAL AFFAIRS

DR. SHARON MCFADDEN

VICE PRESIDENT OF CLINICAL AFFAIRS

Dr McFadden is responsible for the design and execution of the worldwide clinical trials for US regulatory approval at BONESUPPORT AB. She holds a Doctorate in Veterinary Medicine and a Bachelor of Arts in Biology. Dr McFadden was previously Director of Preclinical and Clinical Affairs at Lutonix Inc, a start-up that was acquired by CR Bard, 2007-2014; Preclinical Research Manager Boston Scientific 2003-2007; Research Scientist, Medtronic 1997-2003. She is still a practising veterinarian and active in local outreach projects.

Holdings in BONESUPPORT: 360,000 employee stock options.

CARIN NILSSON-THORELL

VICE PRESIDENT, QUALITY & REGULATORY MANAGEMENT

CARIN NILSSON-THORELL

VICE PRESIDENT, QUALITY & REGULATORY MANAGEMENT

Carin Nilsson-Thorell has overall responsibility for global quality and regulatory compliance. She has been VP, Quality & Regulatory Management, at BONESUPPORT AB since 2002. She holds an MSc in Chemical Engineering (1979) with academic post graduate courses in Medical Device Technology (Clinical Chemistry); Pharmacology and Toxicology. Carin previously managed pre-clinical and clinical qualification of immune therapy medical devices at Glycorex Transplantation (2001-2002). Prior to this she worked at Gambro AB in various international positions within medical device development and qualification including a position as Director for Microbiology, Toxicology and Clinical Affairs (1980-2000); and as Laboratory Engineer at Clinical Chemistry lab at University Hospital (1978-1980).

Holdings in BONESUPPORT: 225,295 employee stock options.

EVA LIDÉN

VICE PRESIDENT R&D

EVA LIDÉN

VICE PRESIDENT R&D

Eva Lidén has an overall responsibility for the research and development in BONESUPPORT AB and she has been deeply involved in the development of the CERAMENT™ products. Eva joined BONESUPPORT AB in 2004 and was Research Manager, before she was appointed VP R&D in 2013. Eva holds an MSc in Chemical Engineering (1986) and PhD in Ceramic Technology (1996). Prior to this, Eva worked at the Swedish Ceramic institute from 1986 to 2004.

Holdings in BONESUPPORT: 245,765 employee stock options.

LINDA BUTCHER

CHIEF MARKETING OFFICER

LINDA BUTCHER

CHIEF MARKETING OFFICER

Linda Butcher joined BONESUPPORT AB in 2010 and is responsible for global marketing strategies and activities. Prior to this she worked in sales and product specialist roles for Schneider UK (1990-1998). From 1998 to 2010 she was European Marketing Manager and International Marketing Manager for Boston Scientific. Linda is a Registered General Nurse (RGN) and was previously VP Global Marketing, BONESUPPORT AB (2010-2016).

Holdings in BONESUPPORT: 421,550 employee stock options.

MICHAEL DIEFENBECK

CHIEF MEDICAL OFFICER

MICHAEL DIEFENBECK

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.

Holdings in BONESUPPORT: 360,000 employee stock options.

JOHAN OLSSON

CHIEF OPERATING OFFICER

JOHAN OLSSON

CHIEF OPERATING OFFICER

Johan Olsson is responsible for supply chain and holds an MSc in Mechanical Engineering (1991) from Lund University. He joined BONESUPPORT AB in 2007 as production and logistics Director, and before then he worked for Gambro as Head of the Intensive Care Line (2000-2007), where he was responsible, amongst other things, for the transfer of Gambro's production in Italy to Sweden. Before that, Johan held a number of different logistics, purchasing and manufacturing management positions in various consumer product companies.

Holdings in BONESUPPORT: 165,295 employee stock options.

PATRICK O'DONNELL

GENERAL MANAGER & EXECUTIVE VICE PRESIDENT OF COMMERCIAL OPERATIONS US

PATRICK O'DONNELL

GENERAL MANAGER & EXECUTIVE VICE PRESIDENT OF COMMERCIAL OPERATIONS US

Patrick O’Donnell has a proven track record in the medical device, biologics, and biomaterials industries - with technologies in the orthopedic, spine, neurosurgery, sports medicine, interventional radiology, vascular and, metabolic disorders markets – gained over the past 24 years. Mr. O’Donnell most recently served as the Founder, Director, and Chief Executive Officer of ProteoThera, Inc., an early stage biotech company with matrix-binding protein fusion technology for local delivery of small molecules and proteins to address articular joint inflammatory diseases. Prior to this he held the position of CEO at several organizations including EndoSphere Inc, Histogenics Corporation and Prochon BioTech; and the Director of Global Marketing at Confluent Surgical. Mr. O’Donnell began his career at J & J DePuy Spine where he worked for thirteen years in commercial positions of escalating responsibility. Mr. O’Donnell graduated from the University of Wisconsin-Madison.

Holdings in BONESUPPORT: 720,000 employee stock options.

Audit Committee

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 12 April 2017, the audit committee is comprised of Tone Kvåle (chairman), Nina Rawal and Lennart Johansson.

NINA RAWAL

BOARD MEMBER

NINA RAWAL

BOARD MEMBER

Previously, Dr. Rawal held the position of Vice President, Ventures at Gambro. Prior experience also includes The Boston Consulting Group in Stockholm and New York, Swecare foundation, and a Ph.D in molecular neurobiology at the Karolinska Institute in Stockholm and Hôpital la Salpêtrière in Paris. Dr. Rawal serves on the boards of Smartfish, Airsonett and Glionova, and on a pro bono basis, as advisor to Médecins Sans Frontières. She holds an MSc in Biomedicine from the Karolinska Institute.

Holdings in BONESUPPORT: None. Independent in relation to the Company and its management, but not in relation to major shareholders. Employed by Stiftelsen Industrifonden.

TONE KVÅLE

BOARD MEMBER

TONE KVÅLE

BOARD MEMBER

Tone Kvåle has more than 20 years of experience gained in the biotech industry. She has been Chief Financial Officer at Nordic Nanovector ASA since November 2012. Prior to joining Nordic Nanovector, she was CFO of NorDiag, Kavli Holding and Dynal Biotech, and has held senior management positions at Invitrogen, Life Technologies and ThermoFisher (US). Ms. Kvåle has a diploma in Finance & Administration from Harstad University College.

Holdings in BONESUPPORT: None. Independent in relation to the Company and its management and in relation to major shareholders.

LENNART JOHANSSON

BOARD MEMBER

LENNART JOHANSSON

BOARD MEMBER

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).

Holdings in BONESUPPORT: 30,000 shares. Independent in relation to the Company and its management and in relation to major shareholders.

Remuneration Committee

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 management 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 12 April 2017, the remuneration committee is comprised of Håkan Björklund (chairman) and Björn Odlander.

BJÖRN ODLANDER

BOARD MEMBER

BJÖRN ODLANDER

BOARD MEMBER

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.

Holdings in BONESUPPORT: None. 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.

HÅKAN BJÖRKLUND

CHAIRMAN

HÅKAN BJÖRKLUND

CHAIRMAN

Dr. Björklund is Partner of Tellacq AB, a private investment firm. He joined the BONESUPPORT Board in September 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.

Holdings in BONESUPPORT: Håkan Björklund owns 25 percent of Tellacq AB that holds 2,264,151 shares and 4,900,000 warrants in BONESUPPORT. Independent in relation to the Company and its management and in relation to major shareholders.

Remuneration Principles

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 2018, the nomination committee will submit proposals in regard to remuneration.

Remuneration to senior management

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 12 April 2017, 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 remuneration, pension benefits, share-based incentive programs resolved by the shareholders’ meeting and other benefits.

The fixed salary shall take into consideration the individual’s competence, area of responsibility and performance. The variable remuneration is to be based on the outcome of predetermined well defined objectives. The variable consideration is to be limited and may not exceed 75 per cent of the fixed annual salary for the CEO 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.

In addition to what follows from law or collective bargain agreements or other agreements, the CEO and other senior executives may be entitled to arrange individual pension schemes. Refrained salaries and variable remuneration can be used for increased pension contributions, provided that the total cost for the Company is unchanged over time.

Share-based incentive programs shall, where applicable, be resolved by the shareholders’ meeting. The senior executives may be awarded other customary benefits, such as a company car, occupational health services, etc.

In case of termination of the CEO’s employment by the Company, the notice period should not exceed 6 months. In case the Company terminates the CEO without cause the CEO shall, in addition to salary during the notice period, be entitled to severance payment corresponding to 12 months’ base salary as well as an amount corresponding to the yearly average paid out performance bonus over the last three years (or for such shorter period as the employment agreement has been in force). The notice period for other senior executives shall not exceed 12 months. In case of termination from the Company, in addition to salary during the notice period, severance payment corresponding to an amount equal to up to 12 months base salary may be paid.

The board of directors shall be entitled to deviate from these guidelines in individual cases if there are special reasons for doing so.

Incentive Programs

BONESUPPORT has six ongoing share related incentive programs .The programs 2010/2017, 2010/2017 II and 2012/2022 are directed to employees, consultants and board members. The program 2015/2025 is directed at the CEO. The program 2016/2024 is directed at employees. The warrant program 2017/2020 is directed at the CFO. All options and warrants are subject to customary recalculation provisions in connection with share issues etc.

Program Maximum number of options/warrants that can be alloted Maximum number of shares that can be subscribed for Subscription price per share (SEK) Expiry date
Employee stock option program 2010/2017 362,562 72,512 0.625 31 December 2017
Employee stock option program 2010/2017 II 1,987,508 397,501 0.625 31 December 2017
Employee stock option program 2012/2022 14,393,107 2,878,621 0.625 31 December 2022
Employee stock option program 2015/2025 5,398,300 1,079,660 0.625 31 December 2025
Employee stock option program 2016/2024 3,540,700 708,140 26.5 21 June 2022
Warrant program 2017/2020 1,250,000 250,000 26.5 28 February 2020
Auditors

Ernst & Young AB with Johan Thuresson as auditor in charge.

Corporate Governance Reports

The first Corpoate Governance Report will be published at the end of March 2018.

Nomination Committee

According to the Swedish corporate governance code, BONESUPPORT shall have a nomination committee, the duties of which shall include the 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. At the annual general meeting held on 12 April 2017, it was resolved to adopt instructions and rules of procedure for the nomination committee according to which the nomination committee shall consist of four members representing the three largest shareholders per the end of September, together with the Chairman of the board of directors.

General Meetings

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 next Annual general meeting will be held in Spring 2018.