Notice of extraordinary general meeting in OssDsign AB (publ)

The shareholders of OssDsign AB (publ), reg. no. 556841-7546 (the “Company”), are hereby invited to attend the extraordinary general meeting to be held on 9 April 2021 at 10.00 CET through advance voting. Attendance at the meeting is only possible via postal voting.

Information in relation to the coronavirus (covid-19)

In view of the spread of the coronavirus (covid-19), the board of directors has, in accordance with Section 20 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, resolved to prohibit shareholders from participating in person or by proxy at the general meeting held on 9 April 2021. Shareholders may however influence the meeting by postal voting in accordance with the procedure as set forth below.

Advance voting

The shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. Be advised that this is the only possible way to attend and vote at the general meeting held on 9 April 2021.

A special form shall be used for advance voting. The form is available on the Company’s website, www.ossdsign.com. A shareholder who is exercising its voting right through advance voting do not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting. The completed voting form must be submitted to the Company no later than on 8 April 2021. The completed form shall be sent to the address OssDsign AB (publ), Attn: Anders Svensson, Rapsgatan 23A, 754 50 Uppsala, Sweden. A completed form may also be submitted electronically and is to be sent to: anders.svensson@ossdsign.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same applies to shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.

To be able to vote in advance, shareholders must be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is 30 March 2021. Shareholders who have their shares nominee registered must, in order to be entitled to attend the meeting, have the shares registered in their own name, so that the holder is entered in the share register kept by Euroclear Sweden AB as of the record day 30 March 2021. Such registration may be temporary (so-called voting rights registration). Shareholders who wishes to register the shares in their own name must, in accordance with the respective nominee's routines, request that the nominee make such voting rights registration. Voting rights registration which has been requested by shareholders and carried out by the relevant nominee no later than 1 April 2021 will be considered when presenting the share register. Personal data collected from the register of shareholders kept by Euroclear Sweden AB will be used for registration, preparation of register of voters for the meeting and, where applicable, minutes of the meeting.

The advance voting form gives shareholders the opportunity to vote for an agenda item to be raised at a future general meeting instead. In order for a resolution (item on the proposed agenda) to be postponed to a future general meeting, it is required that owners of at least one tenth of all shares in the Company request it. In such cases, the board of directors shall determine the date of the future general meeting, at which shareholders shall be allowed to participate in person and by proxy.

Further instructions and conditions are included in the form for advance voting.

About the meeting

The general meeting will be held on 9 April 2021, 10.00 CET at Setterwalls Advokatbyrå’s premises at Sturegatan 10, Stockholm. Shareholders may not attend in person or by proxy, physical presence at the meeting will be limited to persons that are required in order to carry out the general meeting (e.g. chairman of the meeting, keeper of the minutes and someone to verify the minutes). The board of directors has appointed attorney-at-law Axel Helle to open the general meeting.

Processing of personal data

For information regarding how your personal data is processed in connection with the general meeting, please refer to the privacy policy on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Proposed agenda

1. Opening of the meeting and election of chairman of the meeting
2. Preparation and approval of the voting register
3. Approval of the agenda
4. Election of one or two persons to approve the minutes of the meeting
5. Determination of whether the meeting has been duly convened
6. Resolution on changes to the articles of association
7. Resolution on an approval of the board of directors’ resolution on issuance of new shares with preferential rights for the shareholders
8. Resolution on an authorization for the board of directors to resolve on issuances of new shares
9. Closing of the meeting

The board of directors’ proposed resolutions

Item 1. Opening of the meeting and election of chairman of the meeting

The board of directors proposes that attorney-at-law Axel Helle is elected as chairman of the meeting, or if Axel Helle is prevented from attending, the person the board of directors proposes instead.

Item 2. Preparation and approval of the voting register

The voting register proposed to be approved is the voting register drawn up by Company, based on the share register and received advance votes, and verified and approved by the person approving the minutes.

Item 4. Election of one or two persons to approve the minutes of the meeting

Attorney-at-law Josefin Rosenhall, or if she is prevented, the person instead appointed by the board of directors, is proposed to be elected to approve the minutes of the meeting together with the chairman. The task of approving the minutes of the meeting also includes verifying the voting register and that the advance votes received are correctly stated in the minutes of the meeting.

Item 6. Resolution on changes to the articles of association

The board of directors proposes that the general meeting resolves on changes to the articles of association regarding the limits of the share capital (section 4), whereby the following wording in section 4 is changed: “The share capital shall amount to not less than SEK 750,000 and not more than SEK 3,000,000.” It is proposed that said provision is changed to the following new wording: “The share capital shall amount to not less than SEK 1,300,000 and not more than SEK 5,200,000.”

The board of directors also proposes that the general meeting resolves on changes to the articles of association regarding the limits of the number of shares (section 5), whereby the following wording in section 5 is changed: “The number of shares shall be not less than 12,000,000 and not more than 48,000,000.” It is proposed that said provision is changed to the following new wording: “The number of shares shall be not less than 22,000,000 and not more than 88,000,000.”

Conditions

The resolution on changes to the articles of association regarding the limits of the share capital and number of shares under agenda item 6 is conditional upon the general meeting also resolving on an approval of the board of directors’ resolution on an issuance of new shares with preferential rights for the Company’s shareholders under agenda item 7.

Miscellaneous

The chairman of the board of directors, the managing director, or anyone authorized by the board of directors, shall have the right to make any minor adjustments required in order to register this resolution.

The resolution under this item is valid only if supported by shareholders holding not less than two thirds of both the votes cast and the shares represented at the general meeting.

Item 7. Resolution on an approval of the board of directors’ resolution on issuance of new shares with preferential rights for the shareholders

The board of directors proposes that the general meeting resolves on an approval of the board of directors’ resolution on issuance of new shares with preferential rights for the shareholders in accordance with the below.

1. The Company’s share capital may be increased with not more than SEK 1,939,565.25 through an issuance of not more than 31,033,044 new shares, each with a quotient value of SEK 0.0625.

2. The right to subscribe for new shares shall with preferential rights belong to those who are registered as owners of shares in the share register kept by Euroclear Sweden AB on the record date.

3. The record date for receiving subscription rights and a right to participate in the issue with preferential rights shall be 16 April 2021. Each share entitles to one (1) subscription right and five (5) subscription rights entitle to subscription of seven (7) new shares.

4. Subscription may also take place without subscription rights. In the event not all new shares are subscribed for by use of subscription rights in accordance with the above, the board of directors shall, within the limit of the maximum amount of the rights issue, decide on allotment of shares subscribed for without subscription rights. Firstly, such allotment shall be made to those who have subscribed for shares with subscription rights, regardless if they were shareholders on the record date or not, pro rata in relation to the number of shares subscribed for through exercise of subscription rights and, insofar this cannot be done, by drawing lots. Secondly, allotment shall be made to those who have subscribed for shares without subscription rights, pro rata in relation to the number of shares subscribed for and, insofar this cannot be done, by drawing lots. Thirdly, allotment shall be made to those who have entered into so-called top guarantee undertakings, in relation to such guarantee undertakings. Fourthly, allotment shall be made to those who have entered into so-called bottom guarantee undertakings, in relation to such guarantee undertakings.

5. The subscription price amounts to SEK 7.75 per new share. The amount that exceeds the quotient value shall be transferred to the nonrestricted share premium account.

6. Subscription for new shares through exercise of subscription rights shall be made by simultaneous cash payment to an account designated by the Company during the period as from 21 April 2021 until and including 7 May 2021.

7. Subscription for new shares without subscription rights shall be made on a special application form during the period as from 21 April 2021 until and including 7 May 2021. Payment for allotted shares shall be made no later than 20 May 2021 in accordance with the instructions on the settlement note sent to the subscriber.

8. The board of directors shall have the right to prolong the period for subscription and payment.

9. The new shares shall entitle to dividends as from the first time on the record date for dividend occurring after the shares have been registered with the Swedish Companies Registration Office and entered in the share register kept by Euroclear Sweden AB.

Conditions

The resolution on an approval of the board of directors’ resolution on an issuance of new shares with preferential rights for the shareholders under proposed agenda item 7 is conditional upon the general meeting also resolving on changes to the articles of association regarding the limits of the share capital and number of shares under proposed agenda item 6.

Miscellaneous

The chairman of the board of directors, the managing director, or anyone authorized by the board of directors, shall have the right to make any minor adjustments required in order to register this resolution.

The resolution under this item is valid only if supported by shareholders representing more than half of the votes cast.

Documents as referred to in Chapter 13, Section 6 of the Swedish Companies Act have been prepared and are kept available by the Company.

Item 8. Resolution on an authorization for the board of directors to resolve on issuances of new shares

The board of directors proposes that the general meeting resolves on an authorization for the board of directors to, during the period until the next annual general meeting, with deviation from the shareholders’ preferential rights and at one or more occasions, resolve on issuance of not more than 3,875,000 new shares at a subscription price of SEK 7.75 per share. Payment may be made in cash or otherwise be conditional.

The Company’s share capital and number of shares may by support of the authorization be increased with not more than SEK 242,187.50 and 3,875,000 shares respectively. The authorization is conditional upon, and may only be used by the board of directors in order to meet, a potential oversubscription in the issuance of shares with preferential rights for the Company’s shareholders under proposed agenda item 7. The reason for the deviation from the shareholders’ preferential rights is to, in the event of oversubscription, meet a higher demand than initially estimated and to broaden the ownership base with strategic investors.

Conditions

The resolution on an authorization for the board of directors to resolve on issuances under proposed agenda item 8 is conditional upon the general meeting also resolving on changes to the articles of association regarding the limits of the share capital and number of shares under proposed agenda item 6 and the general meeting also resolving on an approval of the board of directors’ resolution on an issuance of new shares with preferential rights for the Company’s shareholders under proposed agenda item 7.

Miscellaneous

The chairman of the board of directors, the managing director, or anyone authorized by the board of directors, shall have the right to make any minor adjustments required in order to register this resolution.

The resolution under this item is valid only if supported by shareholders holding not less than two thirds of both the votes cast and the shares represented at the general meeting.

Number of shares and votes in the Company

The total number of shares and votes in the Company at the time of issuance of this notice is 22,166,460. The Company does not hold any of its own shares.

Shareholders’ right to request information

Pursuant to Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen) and Section 23 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, the board of directors and the managing director are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the company, provide information, regarding circumstances which may affect the assessment of a matter on the agenda or of the company's economic situation. Any such request shall be sent to the company in writing no later than ten days prior to the general meeting. The request shall be sent to the company’s address: OssDsign AB (publ), Rapsgatan 23A, 754 50 Uppsala, Sweden, or electronically to: anders.svensson@ossdsign.com. If such request can be met without material damage to the Company the information will be sent to the shareholder who requested the information and be kept available in written form at the Company’s premises no later than five days prior to the general meeting as well as on the Company's website www.ossdsign.com.

Documentation

Complete proposals and other documents to be kept available pursuant to the Swedish Companies Act will be kept available at the Company's office not later than three (3) weeks before the meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available not later than the aforementioned date on the Company's website www.ossdsign.com.

For further information, please contact:
Morten Henneveld, VD, OssDsign AB
Tel: +46 73 382 43 90, email: morten.henneveld@ossdsign.com

Certified Adviser:
Erik Penser Bank AB is the company’s Certified Adviser. Contact information: Erik Penser Bank AB, Box 7405, 103 91 Stockholm, Sweden, phone: +46 (0)8-463 80 00, email: certifiedadviser@penser.se.

About OssDsign
OssDsign’s vision is to provide regenerative solutions to all patients with cranial or spinal bone defects, so they can be restored and healed as naturally as possible. Driven by a commitment to give patients back the lives they deserve, OssDsign collaborate with surgeons to engineer better healing by integrating biomaterials with clinical design. OssDsign is headquartered in Sweden but supplies hospitals globally with implants for use in cranial reconstructions and other orthopaedic surgery applications.

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