BULLETIN FROM THE ANNUAL SHAREHOLDERS’ MEETING IN BONESUPPORT HOLDING AB ON 14 MAY 2019
Today, on 14 May 2019, an annual shareholders’ meeting was held in BONESUPPORT HOLDING AB. A summary of the resolutions adopted follows below. All resolutions were adopted with the required majority.
Resolution on adoption of accounts and allocation of the company’s result
The annual shareholders’ meeting resolved to adopt the profit and loss statement and balance sheet and the group profit and loss statement and the group balance sheet. The annual shareholders’ meeting also resolved to allocate the company’s result in accordance with the board’s proposal, meaning that no dividends are paid and that available total funds of SEK 874,619,723 are carried forward to a new account.
Discharge from liability of the members of the board and the CEO
The annual shareholders’ meeting resolved to discharge the members of the board and the CEO from liability for the financial year 2018.
Election of and remuneration for board members and auditor
The annual shareholders’ meeting resolved, in accordance with the proposal from the Nomination Committee, to re-elect Håkan Björklund, Björn Odlander, Lars Lidgren, Tone Kvåle, Lennart Johansson and Simon Cartmell as ordinary board members. Lennart Johansson was elected as new chairman of the board. Nina Rawal had declined re-election as ordinary board member and Håkan Björklund had declined re-election as chairman of the board.
Furthermore, the annual shareholders’ meeting resolved that board remuneration shall be paid with SEK 325,000 to the chairman of the board and with SEK 150,000 to each of the other board members who are not employed by the company. Remuneration for committee work shall be paid with SEK 125,000 to the chairman of the Audit Committee, with SEK 70,000 to each of the other members of the Audit Committee, with SEK 50,000 to the chairman of the Remuneration Committee and with SEK 25,000 to each of the other members of the Remuneration Committee.
The annual shareholders’ meeting also resolved to re-elect Ernst & Young AB as the accounting firm and 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 be appointed as the responsible auditor.
Resolution on instruction and charter for the Nomination Committee
The annual shareholders’ meeting resolved in accordance with the Nomination Committee’s proposal that a Nomination Committee shall be appointed before the coming election and remuneration. The Nomination Committee shall consist of four members, appointed by the three largest shareholders as per the end of September, together with the chairman of the board of directors. Furthermore, an instruction and charter for the Nomination Committee was adopted.
Determination of Remuneration Policy for senior executives
The annual shareholders’ meeting resolved in accordance with the proposal from the board to adopt a Remuneration Policy regarding determination of remuneration and other benefits for the CEO and other senior executives.
Resolution on implementation of a long-term incentive program for employees by way of (A) implementation of a performance-based share saving program; (B) authorization on directed issues of series C shares; (C) authorization on repurchase of series C shares; and (D) resolution on transfer of own ordinary shares
The annual shareholders' meeting resolved, in accordance with the proposal from the board, to implement a long-term incentive program for employees (“LTI 2019”). LTI 2019 means that up to 30 employees will be offered the possibility to participate in a performance-based share saving program, which under certain circumstances will entitle the participant allotment of ordinary shares in the company free of charge for each invested ordinary share in the company (the “Saving Shares”). Investment in Saving Shares shall be made on 31 December 2019 at the latest (the “Investment Period”). If the Saving Shares are retained as from the expiration of the Investment Period to and including 31 December 2022 (the “Saving Period”) and the participant has continued to be employed by the company throughout the Saving Period, the participant is entitled to allotment of additional ordinary shares in the company free of charge (the “Performance Shares”), provided that certain performance targets are achieved or exceeded. The total maximum number of Performance Shares that may be issued within LTI 2019 amounts to 795,000, which corresponds to a dilution of approximately 1.51 per cent of the company’s share capital and votes after full dilution, calculated on the number of shares that will be added upon full issuance of Performance Shares in connection with LTI 2019.
In order to secure the company's delivery of Performance Shares to the participants in LTI 2019, the annual shareholders' meeting also resolved to authorize the board of directors to resolve on directed issues of series C shares, whereby the new shares, with deviation from the shareholders' preferential rights, only may be subscribed for by a bank or a securities company at a subscription price which corresponds to the quota value of the shares. Furthermore, the annual shareholders’ meeting resolved to authorize the board of directors to resolve to repurchase its own series C shares and on transfer of own ordinary shares to the participants in LTI 2019.
Lund on 14 May 2019
BONESUPPORT HOLDING AB (publ)
BONESUPPORT (Nasdaq Stockholm: BONEX) develops and commercializes innovative injectable bio-ceramic bone graft substitutes that remodel to the patient’s own bone and have the capability of eluting drugs. BONESUPPORT’s bone graft substitutes are based on the patented technology platform CERAMENT. The company is conducting several clinical studies to further demonstrate the clinical and health economic benefits its products deliver and a Premarket approval filing with the FDA (USA) for its gentamicin eluting product is planned in 2020. The company is based in Lund, Sweden, and the net sales amounted to SEK 97 million in 2018. Please visit www.bonesupport.com for more information.
BONESUPPORT and CERAMENT are registered trademarks of BONESUPPORT AB.
For more information contact:
BONESUPPORT HOLDING AB
Emil Billbäck, CEO
+46 (0) 46 286 53 70
Håkan Johansson, CFO
+46(0) 46 286 53 70
The information was submitted for publication, through the agency of the contact persons set out above, at 12:00 CET on 14 May 2019.