Resolutions of Bioretec Ltd´s Annual General Meeting and the constitutive meeting of the Board of Directors

Bioretec Ltd  Company announcement 26 April 2024 at 12:15 p.m. EEST

The Annual General Meeting of Bioretec Ltd was held on 26 April 2024 in Tampere, Finland.

The Annual General Meeting approved the financial statements for the financial year 1 January–31 December 2023 and resolved to discharge the members of the Board of Directors and the CEO from liability for the financial period 1 January–31 December 2023.

 

The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that the loss of EUR 3,721,314.67 for the financial period 1 January–31 December 2023 will be booked in the balance sheet as equity under profit/loss for previous financial periods and that no dividend will be distributed.

 

Number of members of the Board of Directors, election of members of the Board and their remuneration

 

The Annual General Meeting resolved that the number of members of the Board of Directors will be five (5). Tomi Numminen, Michael Piccirillo, Sarah van Hellenberg Hubar-Fisher, Päivi Malinen and Kustaa Poutiainen were re-elected as members of the Board. The term of the Board of Directors will end at the closing of the Annual General Meeting 2025.

 

The Annual General Meeting resolved that the Chairman of the Board will be paid EUR 10,000 per month. The Chairman will participate in the operative management of the company in the upcoming term. Members of the Board will be paid EUR 1,500 per month. Reasonable travel expenses of the members of the Board of Directors shall be reimbursed in accordance with the maximum amount of the respective travel allowance base approved by the Tax Administration.

 

The Annual General Meeting resolved that the company may enter into a consultancy agreement with Valugen GmbH for the services of Michael Piccirillo in connection with establishing the company’s Scientific Advisory Board, to create key opinion leader connections. The consulting fee payable pursuant to such agreement shall not exceed EUR 3,000 per month.

 

Election and remuneration of auditor

 

The Annual General Meeting elected audit firm PricewaterhouseCoopers Oy as the auditor of the company until the closing of the 2025 Annual General Meeting. Audit firm PricewaterhouseCoopers Oy has notified the company that it will appoint Kalle Laaksonen, Authorized Public Accountant, as the responsible auditor. The auditor will be compensated as reasonably invoiced.

 

Authorization of the Board of Directors to resolve on the issuance of shares and special rights entitling to shares

 

The Annual General Meeting authorized the Board of Directors to resolve on the issuance of shares, as well as the issuance of option rights and other special rights entitling to shares pursuant to Chapter 10 of the Finnish Companies Act, as follows:

 

Pursuant to the authorization, up to 3,000,000 shares (including the new shares to be issued based on the special rights) can be issued, which on the date

of the notice to the Annual General Meeting corresponded approximately to 15 per cent of all the shares in the company.

 

Shares or special rights entitling to shares may be issued in one or more tranches, either with or without payment. The shares issued pursuant to the authorization may be new shares or shares in the company's possession. The authorization may be used for financing or execution of acquisitions or other business arrangements, to strengthen the balance sheet and financial position of the company, for implementing the company's share-based incentive plans, or for other purposes determined by the Board of Directors.

 

Pursuant to the authorization, the Board of Directors may resolve upon issuing new shares, without consideration, to the company itself.

 

The Board of Directors was authorized to resolve on all terms for share issues and granting of special rights entitling to shares in the company. The Board of Directors was authorized to resolve on a directed share issue and issuance of special rights entitling to shares according to the shareholders’ pre-emptive rights and/or in deviation from the shareholders' pre-emptive right, provided that there is a weighty financial reason for the company to do so.

 

The authorization is valid until the end of the next Annual General Meeting, however, no longer than until 30 June 2025. The authorization cancels the previous unused share issue authorizations.

 

Establishment of a Shareholders’ Nomination Board and Approval of the Charter

 

The Annual General Meeting resolved to establish a Shareholders’ Nomination Board, responsible for annually preparing and presenting to the Annual General Meeting and, if necessary, to an Extraordinary General Meeting, proposals on the composition (number of the members of the Board of Directors and the nominees) and remuneration of the Board of Directors. In addition, the Nomination Board is responsible for identifying candidates to succeed members of the Board of Directors and preparing principles for diversity for the Board of Directors.

 

The Annual General Meeting resolved to approve the Charter of the Shareholders’ Nomination Board, which had been attached to the notice to the Annual General Meeting and is available on the company’s website at https://bioretec.com/agm2024.

 

The Nomination Board consists of three (3) members. The company's three (3) largest shareholders are each entitled to nominate one member. The Chair of the Board of Directors of the company serves as an expert in the Nomination Board and will not have a voting right nor be counted in the quorum of the Nomination Board.

 

The members of the Nomination Board, the shareholders appointing them and any changes to the composition of the Nomination Board are published by a company release.

 

The Nomination Board is established for the time being until the General Meeting decides otherwise. The members of the Nomination Board are appointed annually and the term of office of the members ends when new members have been appointed to the Nomination Board.

 

Minutes of the Annual General Meeting

 

The minutes of the Annual General Meeting will be available no later than 10 May 2024 on the company's website at https://bioretec.com/investors/investors-in-english/governance/general-meetings/annual-general-meeting-2024.

 

Resolutions of the constitutive meeting of the Board of Directors

 

At its constitutive meeting held after the Annual General Meeting, the Board of Directors of Bioretec Ltd elected Tomi Numminen as the chairperson of the Board.

 

The Board resolved to establish an [Audit Committee and a Nomination /Remuneration Committee]. The members of the Committees were elected as follows:

• Audit Committee: Tomi Numminen (chairperson), Päivi Malinen and Sarah van Hellenberg Hubar-Fisher
• Nomination / Remuneration Committee: Päivi Malinen (chairperson), Michael Piccirillo and Kustaa Poutiainen

 

The Board assessed the independence of its members in accordance with the Finnish Corporate Governance Code for listed companies. The Board concluded that of its members Kustaa Poutiainen is not independent of the company’s significant shareholders and Tomi Numminen and Michael Piccirillo are not independent of the company. Valugen GmbH, a company owned by Michael Piccirillo, receives remuneration from the company for consulting assignments and Tomi Numminen has received compensation for consulting assignments during the past year. In addition, the Board concluded that based on an overall assessment, the other Board members are independent of both the company and its significant shareholders.

 

Further enquiries

Tomi Numminen, Chairman of the Board of Directors, tel. +358 40 581 2132

Timo Lehtonen, CEO, tel. +358 50 433 8493

 

Bioretec in brief


Bioretec is a globally operating Finnish medical device company that continues to pioneer the application of bioresorbable orthopedic implants. The company has built unique competencies in the biological interface of active implants to enhance bone growth and accelerate fracture healing after orthopedic surgery. The products developed and manufactured by Bioretec are used worldwide in approximately 40 countries. 

Bioretec is developing the new RemeOs™ product line based on a magnesium alloy and hybrid composite, introducing a new generation of strong bioresorbable materials for enhanced surgical outcomes. The RemeOs™ implants are resorbed and replaced by bone, which eliminates the need for removal surgery while facilitating fracture healing. The combination has the potential to make titanium implants redundant and help clinics reach their Value-Based Healthcare targets while focusing on value for patients through efficient healthcare. The first RemeOs™ product market authorization has been received in the U.S. in March 2023 and in Europe, CE-mark is expected to receive second quarter of 2024. Bioretec is positioning itself to enter the addressable USD 7 billion global orthopedic trauma market and become a game changer in surgical bone fracture treatment.

 

Better healing – Better life. www.bioretec.com