BBS-Bioactive Bone Substitutes Plc: Decisions of the Annual General Meeting 2024

BBS-Bioactive Bone Substitutes Plc’s Annual General Meeting (AGM) was held in Oulu on June 13, 2024.

The AGM confirmed the financial statements for the financial year 2023, discharged the Board of Directors and the CEO from liability.

The AGM decided that the company will not pay dividends for the financial year 2023.

The Board of Directors and the Auditor

The AGM decided that the number of Board members will be five (5). Re-elected as Members of the Board were Pekka Jalovaara, Jarmo Halonen, Seppo Nevalainen and Kirk Andriano. Gregor Siebert was elected as a new Member to the Board of Directors.

The AGM decided that the chairman of the board be paid EUR 2,500 per meeting and EUR 1,500 per meeting for other members. No compensation will be paid for e-mail meetings.

Ernst & Young Oy was re-elected as the company’s auditor, and Jari Karppinen, KHT, will act as the company’s principal auditor. The auditor is paid a fee according to a reasonable invoice approved by the company.

Authorizations

The AGM decided on the establishment of an option program 1/2024 for the company's key personnel and the Board of Directors in accordance with the conditions in appendix 1 of the invitation.

Furthermore the AGM decided to authorize the Board of Directors to decide in one or more instalments on share issues and on the issuance of option rights and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act as follows:

• The maximum number of shares to be issued pursuant to the authorization shall not exceed 11,000,000 shares.
• The Board of Directors decides on all terms and conditions for issuing shares, options and other special rights entitling to shares. Share issues and the issuance of option rights and other special rights entitling to shares may take place in deviation from the shareholders' pre-emptive subscription right (directed issue) if there is a weighty financial reason for the company to do so. The authorization applies to the transfer of both new shares and own shares held by the company. The authorization cannot be used to establish commitment and reward systems for the company's key personnel or the board.
• In the company's share issue, shares may be transferred either in exchange for payment or free of charge. A directed share issue may be free of charge only if there is a particularly significant financial reason for the company and it is in the interests of all its shareholders.
• The authorization is valid until June 13, 2029, and it revokes the authorization granted by the Extraordinary General Meeting on October 23, 2023, as it enters into force.

Minutes of the meeting

The minutes of the AGM will be available on the Company’s website www.bbs-artebone.fi no later than June 27, 2024.