BBS-Bioactive Bone Substitutes Plc, Company Announcement, 9 March 2023 at 2.00 pm (EET)
The shareholders of BBS-Bioactive Bone Substitutes Plc are invited to the company’s Annual General Meeting, which is held at the company’s premises at Kiviharjunlenkki 6, 90220 Oulu, on Thursday 30 March 2023 starting at 2.00 pm (EET).
Reception of those registered for the meeting and distribution of voting tickets will begin at 1:30 p.m.
A. MATTERS TO BE DEALT WITH AT THE ANNUAL GENERAL MEETING
1. Opening of the AGM
2. Election of the chairman and the secretary
3. Election of person to scrutinise the minutes and persons to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements for the year ended 31 December 2022, the report of the Board of Directors and the Auditor’s report. CEO’s Review.
7. Decide on the approval of the income statement and balance sheet
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends.
The Board of Directors proposes that the result for the financial year be transferred to the previous profit and loss account and no dividend is distributed
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
11. Resolution on the number of members of the Board of Directors (3-7)
12. Election of the members of the Board of Directors
13. Resolution on the auditor’s remuneration
14. Election of the auditor
15. Authorizing the Board to decide on the issuance of shares and the issuance of special rights entitling to shares.
BBS-Bioactive Bone Substitutes Plc (BBS) continues to implement the actions required for the registration of the company's first product (ARTEBONE® Paste). The company has submitted the CE marking application to the Notified body (Company announcement on 9 March 2022). Since then, processing times with the Notified body have increased, based on a survey published by Medtech Europe. Due to this, the company now expects authorities’ decision on the approval of the application to take place during 2023. Preparations for commercial operations will begin towards the end of 2023. Further measures are required to guarantee the adequacy of the company's funding for the expected duration of the CE marking approval process and for the implementation of the plans after that. The company continues discussions to secure additional funding to enable the continuation of the development work as well as initiating commercial activities.
The Board of Directors proposes to the Annual General Meeting that it decides to authorize the Board of Directors to decide in one or more instalments on share issues and on the issuance of option rights and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act as follows:
The maximum number of shares to be issued pursuant to the authorization shall not exceed 6,000,000 shares.
The Board of Directors decides on all terms and conditions for issuing shares, options and other special rights entitling to shares. Share issues and the issuance of option rights and other special rights entitling to shares may take place in deviation from the shareholders' pre-emptive subscription right (directed issue) if there is a weighty financial reason for the company to do so. The authorization applies to the transfer of both new shares and own shares held by the company.
In the company's share issue, shares may be transferred either in exchange for payment or free of charge. A directed share issue may be free of charge only if there is a particularly significant financial reason for the company and it is in the interests of all its shareholders.
The authorization is valid until 30 June 2024 and it revokes the authorization granted by the Annual General Meeting on 17 March 2022 as it enters into force.
16) Closing of the meeting
B. AGM DOCUMENTS
The Financial Statements, the Auditor’s report as well as this Notice to the AGM including board’s proposals are available to shareholders at the company’s premises at Kiviharjunlenkki 6, 90220 Oulu and on the Company’s website at https://www.bbs-artebone.fi/investors/financial-reports/. Copies of the documents will be sent to shareholders on request. The minutes of the AGM will be available on the aforementioned website no later than 13 April 2023.
C: INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING
1. Shareholders listed in the shareholder register
The right to attend the AGM will be on each shareholder who, on the record date of 20 March 2023 of the AGM, is registered in the company’s shareholder register maintained by Euroclear Finland Oy. A shareholder whose shares are subscribed to his or her personal Finnish book-entry account is registered in the company’s shareholder register.
A shareholder registered in the Company’s Shareholder Register who wishes to attend the AGM must register to the AGM via e-mail at the following address email@example.com or by mail to Kiviharjunlenkki 6, 90220 Oulu. The registration must be received latest by 27 March 2023 at 10.00 am (EET).
When registering, the name of the shareholder, social security number or company ID, the telephone number and the identity of the potential assistant should be indicated. The disclosure of the personal data of the shareholders to BBS Oyj is only used in connection with the AGM and the related necessary registration.
A shareholder, his representative or agent, at the meeting venue, should be able to prove his/her identity and/or the right to represent, where appropriate.
2. Holders of nominee-registered shares
The shareholders of nominee-registered shareholder are entitled to attend at AGM on the basis of the shares entitling him/her to be registered in the Shareholder Register maintained by the Euroclear Finland Oy on 20 March 2023. Participation also requires the shareholder to be temporarily entered into the shareholder register maintained by Euroclear Finland Oy by 27 March 2023 at 10.00 am (EET) on the basis of these shares. Shares subscribed in the temporary register of nominee-registered shareholders are considered officially registered for the AGM.
The owner of a nominee-registered shareholder is advised to request promptly from his/her custodian the necessary instructions for registration in the company’s temporary shareholder register on the issuance of power of attorney and registration for the AGM. The administrator of the custodian shall notify such shareholder of nominee-registered shares who wishes to attend the AGM to be included in the company’s temporary shareholder register no later than on the above-mentioned date.
3. Shares registered in Euroclear Sweden AB
A shareholder whose shares are registered in Euroclear Sweden AB's securities system and who intends to participate in the Extraordinary General Meeting and exercise his/her voting rights there shall be registered in the list of shareholders maintained by Euroclear Sweden AB by 20 March 2023 at the latest.
In order to be entitled to request temporary registration in the shareholders' register of BBS Bioactive Bone Substitutes Plc maintained by Euroclear Finland Ltd, the holder of nominee registered shares must request that his/her shares be temporarily registered in the shareholders' register maintained by Euroclear Sweden AB and ensure that the trustee sends the above-mentioned temporary registration request to Euroclear Sweden AB. Registration must be made no later than 20 March 2023, and therefore a request must be made to the trustee well in advance of that date.
A shareholder whose shares are registered in Euroclear Sweden AB's securities system and who intends to participate in the Annual General Meeting and exercise his/her voting rights there shall request temporary registration in the shareholders' register of BBS Bioactive Bone Substitutes Plc maintained by Euroclear Finland Ltd . The request to BBS-Bioactive Bone Substitutes Plc must be made in writing to e-mail address firstname.lastname@example.org no later than 10:00 am Swedish time (CET) on 21 March 2023. Temporary registration in the shareholders' register through BBS-Bioactive Bone Substitutes Oyj is also a registration for the Extraordinary General Meeting.
4. The use of agent and proxies
A shareholder may participate in the AGM and exercise his/her rights there through an agent. The shareholder’s agent must prove his identity and present dated power of attorney or otherwise provide in a reliable manner that he/she is entitled to represent the shareholder at the AGM. If a shareholder participates in the AGM through multiple agents, representing the shareholder in several securities accounts, at the time of registration must be reported the shares on the basis of which each representative represents the shareholder. Possible proxy documents are requested to be delivered by e-mail to email@example.com or by letter to Kiviharjunlenkki 6, 90220 Oulu of 27 March 2023 at 10.00 am (EET). The registration by letter must be received before the expiry of the above-mentioned registration period.
5. Other instructions and information
The shareholder present at the Annual General Meeting has the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Limited Liability Companies Act.
BBS-Bioactive Bone Substitutes Plc has a total of 10,177,874 shares on the date of the meeting notice. Each share gives one vote at the Annual General Meeting.
In Oulu, 9 March 2022
BBS-Bioactive Bone Substitutes Plc
Board of Directors
For more information:
Ilkka Kangasniemi, CEO,
tel. +35840 7080307, e-mail: firstname.lastname@example.org
Nordic Certified Adviser AB,
tel. +46 70 551 67 29, email@example.com
Nasdaq Helsinki Oy