BBS-Bioactive Bone Substitutes Plc: INVITATION TO
Stock market listing on April 7, 2021 at 6:00 p.m.
INVITATION TO THE ANNUAL GENERAL MEETING (AGM) OF BBS-BIOACTIVE BONE SUBSTITUTES PLC
BBS-Bioactive Bone Substitutes Plc shareholders are invited to the company’s annual general meeting, which is being held on Wednesday at the company’s premises in Kiviharjunlenkki 6, 90220 Oulu. April 28e 2021 from 2:00 p.m.. During the AGM, the right to participate and the right to vote are held by the shareholders registered in the register of shareholders on the date of registration on April 14.e 2021. Shareholders via the register of candidates must register for the meeting before April 23.rd 2021 at 10 a.m. at least.
A. MATTERS TO BE DISCUSSED AT THE ANNUAL GENERAL MEETING
- Opening of the AGM
- Election of President and Secretary
- Election of a person responsible for reviewing the minutes and of persons responsible for supervising the counting of the votes
- Registration of the legality of the meeting
- Registration of attendance at the meeting and adoption of the list of votes
- Presentation of the financial statements for the year ended December 31st 2020, the report of the board of directors and the report of the statutory auditor.
- Decide on the approval of the income statement and balance sheet
- Resolution on the use of profit shown on the balance sheet and the payment of dividends
The Board of Directors proposes that the result of the financial year be transferred to the previous income statement and that no dividend be distributed.
- Resolution on the discharge of liability of the members of the board of directors and of the president and chief executive officer
- Resolution on the remuneration of the members of the board of directors
- Resolution on the number of members of the Board of Directors (3-7)
- Election of the members of the board of directors
- Resolution on the remuneration of the statutory auditor
- Election of the auditor
- Authorize the Board to decide on the issue of shares and the issue of special rights giving right to shares.
The board proposes to the AGM of April 28e 2020 at 2:00 p.m. that the Board of Directors be authorized to decide on the issue of shares. The proposed authorization includes the right to derogate from the shareholders’ preferential subscription right, provided that the Company has a significant financial reason to do so.
A share issue can be carried out by increasing the share capital by a new subscription, by convertible bonds or by the issue of stock options in one or more tranches under the following conditions:
The Board is authorized to decide to increase the share capital by issuing an issue of shares, the issue of a convertible loan or the issue of stock options in one or more tranches. . In the new issue or alternatively, convertible loans or stock options may give the right to subscribe for a maximum of 2,000,000 (two million) new shares. The company currently holds 6,571,525 shares. It is proposed to cancel the old authorization.
The authorization includes the right to derogate from the preferential subscription right of shareholders to the subscription of new shares, convertible loans or subscription warrants and to decide on subscription prices, subscription rights and subscription conditions. The subscription price of the shares is recorded in the invested free share fund. The authorization can be used in derogation from the preferential subscription right of the shareholder, provided that there is a significant financial reason for the company, such as the extension of the shareholding of the company or another essential commercial interest. or an arrangement to preserve financial liquidity. By virtue of the authorization, the shares may be offered in derogation from the preferential subscription rights of the shareholder to the related party, but not for the benefit of related parties. The Board is empowered to decide that the shares may be subscribed against payment of the asset, using the right of set-off or otherwise under specific conditions. The available options are used at the discretion of the board.
The authorization is valid until the next AGM but until June 30e 2022.
16) Closure of the meeting
The financial statements and the auditor’s report are available to shareholders at the company’s premises in Kiviharjunlenkki 6, 90220 Oulu and on the company’s website at //www.bbs-artebone.fi/ Copies documents will be sent to shareholders on request.
C: INSTRUCTIONS FOR MEETING PARTICIPANTS
1. Shareholders entered in the register of shareholders
The right to attend the AGM will revert to each shareholder who, on the reference date of April 14e 2021 of the AGM, is entered in the register of shareholders of the company maintained by Euroclear Finland Oy. A shareholder whose shares are subscribed on his personal Finnish book-entry account is entered in the register of shareholders of the company.
A shareholder registered in the Company’s Register of Shareholders who wishes to attend the AGM must register for the AGM by e-mail at the following address [email protected] or by mail to Kiviharjunlenkki 6, 90220 Oulu. Registration must be received no later than April 27e 2021 at 10:00 a.m.
When registering, the name of the shareholder, social security number or company identification number, telephone number and the identity of the potential assistant must be indicated. Disclosure of shareholders’ personal data to BBS Oyj is only used in connection with the AGM and the necessary registration.
A shareholder, his representative or proxy, at the place of the meeting, must be able to prove his identity and / or his right to represent, if applicable.
2. Holders of registered shares
The shareholders of the nominee shareholder have the right to attend the AGM on the basis of the shares giving them the right to be entered in the register of shareholders kept by Euroclear Finland Oy on April 14e 2021. Participation also requires that the shareholder be temporarily entered in the shareholders’ register kept by Euroclear Finland Oy before 23 April.rd 2021 at 10:00 am on the basis of these actions. The shares entered in the temporary register of nominated shareholders are considered as officially registered for the AGM.
The owner of a shareholder registered in the nominee is advised to immediately request from his depositary the necessary instructions for registration in the temporary register of shareholders of the company when issuing the proxy and registering for the AGM. . The administrator of the depositary will notify this shareholder of the registered shares wishing to attend the general meeting to be entered in the temporary register of shareholders of the company at the latest on the aforementioned date.
3. The use of agents and proxies
A shareholder can attend the AGM and exercise their rights through a proxy. The shareholder’s agent must prove his identity and present a dated proxy or provide in a reliable manner that he is entitled to represent the shareholder at the AGM. If a shareholder participates in the AGM through several agents, representing the shareholder in several securities accounts, at the time of registration, the shares on the basis of which each representative represents the shareholder must be declared. Any proxy documents must be sent by e-mail to [email protected] or by letter to Kiviharjunlenkki 6, 90220 Oulu of April 26e 2021 at 10:00 a.m. Registration by letter must be received before the expiration of the above registration period.
In Oulu on April 7e 2021
BBS Plc bioactive bone substitutes
Board of directors
For more information:
Ilkka Kangasniemi, CEO,
puh. +35840 7080307, e-mail: [email protected]
Liisa Hukka, Chief Financial Officer,
puh. +35840 0611038, e-mail: [email protected]
Nordic AB certified counselor, p. +46 70 551 67 29, [email protected]
Nasdaq Helsinki Oy
Nasdaq Stockholm AB
BBS-Bioactive Bone Substitutes Plc is the health technology company in business since 2003. Previously, there were seven years of product development at the University of Oulu. We have developed a new product for the healing of difficult bone fractures and for solving bone healing problems. Our mission is to provide new generation drugs for orthopedic surgery. Research and development in medicine takes persistence and courage to develop new things. We have over 20 years of expertise in this field. Our operations are characterized by cutting-edge expertise, capacity for innovation and dedicated and committed employees. The ARTEBONE ® product is ready and the CE marking application process is launched. BBS is the company headquartered in Oulu. We have our own production plant located in Reisjärvi and it is approved by FIMEA. More information: www.bbs-artebone.fi