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BONESUPPORT, a leading company in orthobiologics for the management of bone injuries, announces that the company’s annual shareholders’ meeting was held 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 and the 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 1,228,420,502 are carried forward.
Election of and remuneration for Board and auditor
The annual general meeting resolved in accordance with the proposal from the Nomination Committee to re-elect Håkan Björklund, Björn Odlander, Lennart Johansson, Mary I O’Connor and Christine Rankin as ordinary Board members. Lennart Johansson was re-elected as chairperson of the Board.
The annual general meeting furthermore resolved in accordance with the proposal from the Nomination Committee that Board remuneration shall be paid with SEK 475,000 to the chairperson of the Board and with SEK 235,000 to each of the other Board members who are not employed by the company. Remuneration for committee work shall be paid with SEK 165,000 to the chair of the Audit Committee, with SEK 80,000 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 100,000 (corresponding to approximately USD 10,000) shall be paid to the Board member Mary I O’Connor as compensation for lost time due to travel to and from the company.
The annual general meeting furthermore resolved in accordance with the proposal from the Nomination Committee that the Board members Lennart Johansson, Mary I O'Connor and Christine Rankin together shall receive an extended Board remuneration of a total of SEK 945,000, subject to (i) the Board member acquiring shares in BONESUPPORT HOLDING AB for the entire extended Board remuneration (after tax) as soon as possible after the annual general meeting's resolution and the payment of the extended Board remuneration, and (ii) 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 475,000 to the chairperson of the Board and SEK 235,000 to each of 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 hers 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 according to customary charging standards. Ernst & Young AB has informed that Henrik Rosengren will continue to be appointed as the auditor in charge.
Authorization for the Board to resolve on new issues
The annual general meeting resolved in accordance with the proposal from the Board 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 6,572,119 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 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. The issue price shall, in the case of deviation from the shareholders’ preferential right, be determined in accordance with market practice. The Board shall be entitled to determine other terms of the issue.
Implementation of a long-term incentive program for senior executives and other key employees through implementation of a performance-based share saving program and resolution on entering into a share swap agreement with a third party
The annual general meeting resolved in accordance with the proposal from the Board to implement a long-term incentive program for employees, LTI 2024, which entails that the participants will invest in a predetermined number of shares in the company and, subject to fulfilment of certain conditions, that they will be entitled to receive a predetermined number of shares free of charge, so called performance shares, at the end of 2027. The total number of performance shares according to LTI 2024 shall not exceed 408,000.
The annual general meeting furthermore resolved in accordance with the proposal from the Board to approve hedging measures to secure delivery of performance shares to the participants in LTI 2024 and therewith associated costs by entering into a share swap agreement with a third party.
The annual general meeting decided not to approve the Board’s proposal on (i) authorization for the Board to issue up to 244,229 series C shares, (ii) authorization for the Board to repurchase all the issued series C shares, and (iii) resolution to transfer no more than 408,000 ordinary shares to participants in LTI 2024.
Lund on 16 May 2024