Resolutions of Bioretec Ltd´s Annual General Meeting and the constitutive meeting of the Board of Directors
Bioretec Ltd Company announcement 26 May 2023 at 4.30 p.m. EEST
The Annual General Meeting of Bioretec Ltd was held on 26 May 2023 in Tampere, Finland.
The Annual General Meeting approved the financial statements for the financial year 1 January–31 December 2022 and resolved to discharge the members of the Board of Directors and the CEO from liability for the financial period 1 January–31 December 2022.
The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that the loss of EUR 2,347,332.35 for the financial period 1 January–31 December 2022 will be booked in the balance sheet as equity under profit/loss for previous financial periods and that no dividend shall 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 shall be six (6). Tomi Numminen, Michael Piccirillo, Sarah van Hellenberg Hubar-Fisher, Pekka Simula, and Päivi Malinen were re-elected as members of the Board. Additionally, Kustaa Poutiainen was elected as a new member of the Board. The term of the Board of Directors will end at the closing of the Annual General Meeting 2024.
The Annual General Meeting resolved that the Chairman of the Board will be paid EUR 2,500 per month and that the 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 Tomi Numminen for consulting services related to the funding processes of the company and commercialization of the company’s products in the United States. The consultancy fee payable pursuant to such agreement shall not exceed EUR 7,500 per month.
In addition, 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 auditing firm Ernst & Young Oy as the auditor of the company until the closing of the 2024 Annual General Meeting. Auditing firm Ernst & Young has notified the company that it will appoint Erika Grönlund, 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:
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 at the time of the proposal represented approximately 26 percent of all outstanding company shares.
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 2024. The authorization revokes previous unused share issue authorizations.
Amendment of Option Program 2018-1
The Annual General Meeting resolved to extend the subscription period for the shares that the option rights entitle to subscribe for under Option Program 2018-1 until 31 December 2026 as follows:
- With option right 2018-1A: 1 January 2019–31 December 2026
- With option right 2018-1B: 1 January 2020–31 December 2026
- With option right 2018-1C: 1 January 2021–31 December 2026
- With option right 2018-1D: 1 January 2022–31 December 2026
The Annual General Meeting additionally resolved to authorize the Board of Directors to make the required decisions for implementing the resolution of the Annual General Meeting and in addition, if required, to amend the terms and conditions of Option Program 2018-1 to reflect the amendments in the Finnish Companies Act in respect of the terms of option rights and other special rights that came into force on 31 January 2023. This authorization is in force until 31 December 2023.
The outstanding option rights of Option Program 2018-1 entitle to subscription of a maximum of 1,308,333 new shares in the company or shares in possession of the company.
Minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available no later than 9 June 2023 on the company's website at https://bioretec.com/investors/investors-in-english/governance/general-meetings/annual-general-meeting-2023
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 ja Sarah van Hellenberg Hubar-Fisher
- Nomination / Remuneration Committee: Pekka Simula (chairperson), Michael Piccirillo ja Kustaa Poutiainen
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 during 2023. 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
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