BBS-Bioactive Bone Substitutes Plc's decisions of the Annual General Meeting
Company Announcement, Oulu, 29.3.2018, 17:00
BBS-Bioactive Bone Substitutes Plc's Annual General Meeting (AGM) was held today, on Thursday 29th March 2018 from 1:00 pm on in Oulu. The AGM confirmed the financial statements for the financial year 2017, discharged the Board of Directors and the CEO from liability. The AGM decided that the company will not pay dividends for the financial year 2017.
The board of directors and the auditor
The AGM decided that the number of Board members will be five (5). Until the end of next AGM, Jarmo Halonen, Pekka Jalovaara, Auvo Kaikkonen and Hannu Säynäjäkangas were re-elected. Tomi Numminen was elected as a new member. The AGM decided that the chairman of the board will be paid EUR 750 per meeting and EUR 500 per meeting for other members. No compensation will be paid for e-mail meetings. In addition, the travel expenses of the members of the board are reimbursed according to the company's travel rule.
As the company's auditor Ernst&Young Oy was re-elected, which announced that KHT Juhani Rönkkö will act as the company's principal auditor. A fee to the auditor is paid according to a reasonable invoice approved by the company.
The AGM decided to authorize the board to decide on the issuance of a share issue that does not exclude the right of the board to decide on a directed share issue. The share issue may be exercised to increase the share capital by issuing a share issue or convertible bonds in one or more installments under the following rules:
The board is authorized to decide to increase the share capital by issuing a share issue or issuing convertible bonds in one or more installments. A new subscription or, alternatively convertible bonds entitles to subscribe for up to (a million) 1.000.000 new shares. The company currently has 5.090.520 shares. Old authorizations were terminated.
The authorization includes the right to deviate from the shareholder's pre-emptive right to subscribe for new shares or convertible bonds as well as the right to decide on the shares subscription price, subscription rights and the subscription terms. The subscription price of the share is recognized in the invested unrestricted equity fund. The authorization may be exercised in the deviation from the shareholder's pre-emptive subscription rights, if there is a weighty financial reason for the company, such as extending the company's shareholder base or other arrangements for the company's business development or capital incentive scheme or capital maintenance. Under the authorization shares may be offered to those belonging to related party in the deviation from the shareholder's pre-emptive rights, but not for the benefit of related persons. The board is entitled to decide that the shares can be subscribed for against a contribution, using the right of set-off or otherwise on specific terms. Possible options are used at the discretion of the board.
The authorization is valid until the next AGM but up to a maximum of 30th June 2019.
The minutes of the AGM are available on the BBS's website www.bbs-artebone.fi at no later than 6th April 2018.
In Oulu, 29th March 2019
BBS-Bioactive Bone Substitutes Plc
The Board of Directors
CEO Pekka Jalovaara
Phone: 050 552 9275, e-mail: pekka.jalovaara(at)bbs-artebone.fi
CFO Hannu Säynäjäkangas
Phone: 040 502 1092, e-mail: hannu.saynajakangas(at)bbs-artebone.fi
First North Finland: Aalto Capital Partners Oy, tel. +358 40 5477 000
First North Sweden: Stockholm Certified Advisers AB, tel. +46 70 5516 729
BBS-Bioactive Bone Substitutes Plc ("BBS") is the health technology company operating since 2003. Before that there was a background of seven years of product development in the University of Oulu. We have developed a new product for healing of difficult bone fractures and for solving the problems in bone healing. Our mission is to offer new generation medicinal products for the orthopedic surgery. The research and development in the field of medicine requires perseverance and courage to develop new things. We have over 20 years of expertise in this. Our operations are characterised by top expertise, innovativeness and dedicated and committed employees. The ARTEBONE ®product is ready and the application process for the CE-mark has been initiated. BBS is the company having its headquarters in Oulu. We have our own production plant located in Reisjärvi and it is approved by FIMEA. More information: www.bbs-artebone.fi.
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