BONESUPPORT™, a leading company in orthobiologics for the management of bone injuries, announces that the annual shareholders’ meeting was held in the company on this day and that all resolutions were adopted with the required majority of votes.
The annual general meeting adopted the presented income statements and balance sheets as well as the remuneration report prepared by the Board, and granted discharge of liability to Board members, CEO and deputy CEO. In addition, the following main resolutions were passed.
Allocation of the company’s result
The annual general meeting resolved to allocate the company’s result in accordance with the Board’s proposal, entailing that no dividends are paid and that available total funds of SEK 1,227,418,682 are carried forward.
Election of and remuneration for Board members and auditor
The annual general meeting resolved in accordance with the proposal from the Nomination Committee to re-elect Håkan Björklund, Björn Odlander, Lars Lidgren and Lennart Johansson as ordinary Board members and to elect Mary I O’Connor and Christine Rankin as new board members. Lennart Johansson was re-elected as chairman of the Board.
The annual general meeting furthermore resolved that Board remuneration shall be paid with SEK 400,000 to the chairman of the Board and with SEK 200,000 to each of the other Board members who are not employed by the company. Remuneration for committee work shall be paid with SEK 150,000 to the chair of the Audit Committee, with SEK 75,000 to each of the other members of the Audit Committee, with SEK 60,000 to the chair of the Remuneration Committee and with SEK 30,000 to each of the other members of the Remuneration Committee. It was furthermore resolved that additional remuneration of SEK 90,000 shall be paid to the Board member Mary I O’Connor as compensation for travel time.
The annual general meeting furthermore resolved that the Board members Lennart Johansson, Lars Lidgren, Mary I O'Connor and Christine Rankin together shall receive an extended Board remuneration of a total of SEK 1,000,000, subject to the Board member acquiring shares in BONESUPPORT HOLDING AB for the entire extended Board remuneration (after tax) and that the Board member undertakes not to sell the shares during the Board member's entire term of office at BONESUPPORT HOLDING AB. The extended Board remuneration shall be distributed as follows: SEK 400,000 to the chairman of the Board and SEK 200,000 to each of Lars Lidgren, Mary I O'Connor and Christine Rankin. In the event that the Board member before the next annual general meeting is dismissed as a result of breach of his or her obligations as a board member or leaves the Board at his or her own request, the Board member is obliged to repay the entire extended Board remuneration (after tax).
The annual general meeting also resolved to re-elect Ernst & Young AB as audit firm and that remuneration for the auditor shall be paid in accordance with invoiced amounts in accordance with customary charging standards. Ernst & Young AB has informed that Ola Larsmon will continue to be appointed as the responsible auditor.
Authorization for the Board regarding issues
The annual general meeting resolved in accordance with the Board’s proposal to authorize the Board, at one or several occasions, during the time up until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, 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 12,899,931 shares, which corresponds to a dilution of approximately 20 percent calculated on the current number of shares in the company. The purpose of the authorization and reason for any deviation from the shareholders’ preferential rights 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. To the extent an issue is made with deviation from the shareholders’ preferential rights, the issue should be made on market terms.
Hedging measures relating to the share saving program LTI 2021 including (A) authorization on directed issues of series C shares, (B) authorization on repurchase of series C shares, and (C) transfer of own ordinary shares
The annual general meeting resolved in accordance with the Board’s proposals on hedging measures to secure delivery of shares under the long-term performance-based share saving program for senior executives and other key employees resolved by the 2021 annual general meeting (LTI 2021) and to hedge associated costs, such as social security charges, with the purpose to replace the share swap resolved by the 2021 annual general meeting.
The resolutions include authorizing the Board, for the period up until the next annual general meeting, on one or several occasions, to resolve to issue a maximum of 639,572 series C shares which, with deviation from the shareholders' preferential rights, may only be subscribed for by a bank or a securities company at a subscription price which corresponds to the quota value of the shares, as well as authorizing the board to repurchase its own series C shares and to approve transfer of own ordinary shares to the participants in LTI 2021.
Lund on 19 May 2022
BONESUPPORT HOLDING AB (PUBL)
This information was submitted for publication, through the agency of the contact persons set out below, at 12:30 CEST on 19 May 2022.