BBS-BIOACTIVE BONE SUBSTITUTES OYJ The shareholders of
Reception of those registered for the meeting and distribution of voting tickets will begin at
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
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
The Board of Directors proposes that the following compensations be paid to the elected Board members for the term of office starting and ending at the end of the 2025 Annual General Meeting: The Chairman of the Board
11. Resolution on the number of members of the Board of Directors (3-7)
The board proposes that five (5) members be elected to the board.
12. Election of the members of the Board of Directors
The board proposes that Pekka Jalovaara,
CV -
13. Resolution on the auditor’s remuneration
The board proposes that the auditors' remuneration be paid according to a reasonable invoice approved by the company.
14. Election of the auditor
The board proposes that the auditing firm
15. Deciding on the option 1/2024 program
The board of directors proposes to the general meeting that it should decide on the establishment of an option program for the company's key personnel in accordance with the conditions in appendix 1 of the invitation.
16. Authorizing the Board to decide on the issuance of shares and the issuance of special rights entitling to shares.
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 2,500,000 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. The authorization cannot be used to establish engagement and reward systems for the company's key personnel or board members.
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
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/. 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
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
A shareholder registered in the Company’s
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
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
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. 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 ilmoittautumiset@bbs-artebone.fi or by letter to Kiviharjunlenkki 6, 90220 Oulu by
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.
In Oulu,
Board of Directors
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