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

Bioretec Ltd         Company announcement          13 April 2022 at 3 p.m. EEST

The Annual General Meeting of shareholders of Bioretec Ltd was held today, 13 April 2022 at 12:00 EEST in Tampere. The Annual General Meeting approved the Financial Statements for the financial year 2021 and resolved to discharge from liability the members of the Board of Directors and the CEO for the financial period from 1 January to 31 December 2021.

Treatment of profit or loss
 

The Annual General Meeting resolved, according to the proposal of the Board of Directors, to credit the loss of EUR 5,947,718.62 for the financial period from 1 January to 31 December 2021 to the equity as profit/loss from preceding financial periods. No dividend shall be distributed.

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

The Annual General Meeting resolved that the number of members of the Board of Directors shall be five (5).

The Annual General Meeting resolved that Tomi Numminen, Michael Piccirillo, Sarah Fisher and Pekka Simula were re-elected as members and Päivi Malinen is elected as a new member of the Board of Directors for a term starting at the end of the Annual General Meeting and expiring at the closing of the 2023 Annual General Meeting.

The Annual General Meeting resolved that the following remuneration will be paid to the members of the Board of Directors for the term beginning at the end of the Annual General Meeting and ending at the end of the 2023 Annual General Meeting: EUR 2,500 per month for the Chairman of the Board of Directors; and EUR 1,500 per month for the members of the Board of Directors.

The Annual General Meeting resolved that the company may extend the consultancy agreement with Tomi Numminen in respect of consulting services related to the company financing and commercialization of the company's products in the United States. The consultancy fee payable pursuant to such agreement is EUR 7,500 per month.

Election and remuneration of the auditor

The Annual General Meeting resolved to elect the auditing firm Ernst & Young Oy as the auditor of the company until the closing of the 2023 Annual General Meeting. Auditing firm Ernst & Young has notified that Erika Grönlund, Authorized Public Accountant, is 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 resolved to authorize 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:

Under the authorization, up to 5,000,000 shares (including the new shares to be issued based on the special rights) can be issued, which represents approximately 35 per cent of all outstanding company shares at the Annual General Meeting record date April 1, 2022. 

The shares or special rights entitling to shares can be issued in one or more tranches, either against or without payment. The shares issued under the authorization can be new shares or shares in the company's possession.

The authorization can be used for the 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.

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

The Board of Directors is authorized to resolve on all terms for share issues and granting of special rights entitling to shares in the company. The Board of Directors is 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 2023. The authorization revokes previous unused share issue authorizations except for the authorization granted by the Annual General Meeting held on 26 June 2020 authorizing the Option Program 2020-1.

Granting option rights to the members of the Board of Directors

The Annual General Meeting resolved, according to the proposal of the Board of Directors, to grant Option Rights in accordance with the terms of the stock option plan 2020-1 entitling in aggregate to up to 106,666 new shares to members of the Board of Directors as set out below:

Subscriber	Option sub-group 2020-1A up to	Option sub-group 2020-1B up to	Option sub-group 2020-1C up to	Number of option rights in total up to	Amount of shares possible to be subscribed based on the option rights
Sarah Fisher	400,000	300,000	300,000	1,000,000	66,666
Päivi Malinen		300,000	300,000	600,000	40,000

Annual General meeting minutes

The meeting minutes of the Annual General Meeting will be available no later than 19 April 2022 on the company's website at https://bioretec.com/investors/investors-in-english/governance/general-meetings/annual-general-meeting-2022

Resolutions of the organizing meeting of the Board of Directors

At the Organizing meeting, held after the Annual General Meeting on 13 April 2022, the Board of Directors of Bioretec Ltd Tomi Numminen as Chairman of the Board.

Further enquiries:

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

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

Information about Bioretec

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 intends to introduce a new generation of bioresorbable materials with enhanced strength for improved surgical outcome. The new RemeOs™ product line is based on a magnesium alloy and hybrid composite. 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. With the U.S. and EU market authorization for the first RemeOs™ product expected in 2022, Bioretec is positioning itself to enter the addressable USD 7 billion global orthopedic trauma market and become a game changer in surgical possibilities. Better Healing – Better Life. www.bioretec.com.