The Annual General Meeting of
The Annual General Meeting approved the financial statements for the financial year 1 January-
The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that the loss of
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 will be five (5).
The Annual General Meeting resolved that the Chairman of the Board will be paid
The Annual General Meeting resolved that the company may enter into a consultancy agreement with
Election and remuneration of auditor
The Annual General Meeting elected audit firm
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:
Pursuant to the authorization, up to 3,000,000 shares (including the new shares to be issued based on the special rights) can be issued, which on the date
of the notice to the Annual General Meeting corresponded approximately to 15 per cent of all the shares in the company.
Shares or special rights entitling to shares may be issued in one or more tranches, either with or without payment. The shares issued pursuant to the authorization may be new shares or shares in the company's possession. The authorization may be used for 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.
Pursuant to the authorization, the Board of Directors may resolve upon issuing new shares, without consideration, to the company itself.
The Board of Directors was authorized to resolve on all terms for share issues and granting of special rights entitling to shares in the company. The Board of Directors was 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
Establishment of a Shareholders' Nomination Board and Approval of the Charter
The Annual General Meeting resolved to establish a Shareholders' Nomination Board, responsible for annually preparing and presenting to the Annual General Meeting and, if necessary, to an Extraordinary General Meeting, proposals on the composition (number of the members of the Board of Directors and the nominees) and remuneration of the Board of Directors. In addition, the Nomination Board is responsible for identifying candidates to succeed members of the Board of Directors and preparing principles for diversity for the Board of Directors.
The Annual General Meeting resolved to approve the Charter of the Shareholders' Nomination Board, which had been attached to the notice to the Annual General Meeting and is available on the company's website at https://bioretec.com/agm2024.
The Nomination Board consists of three (3) members. The company's three (3) largest shareholders are each entitled to nominate one member. The Chair of the Board of Directors of the company serves as an expert in the Nomination Board and will not have a voting right nor be counted in the quorum of the Nomination Board.
The members of the Nomination Board, the shareholders appointing them and any changes to the composition of the Nomination Board are published by a company release.
The Nomination Board is established for the time being until the General Meeting decides otherwise. The members of the Nomination Board are appointed annually and the term of office of the members ends when new members have been appointed to the Nomination Board.
Minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available no later than
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
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 andSarah van Hellenberg Hubar-Fisher -
Nomination / Remuneration Committee:
Päivi Malinen (chairperson),Michael Piccirillo and Kustaa Poutiainen
The Board assessed the independence of its members in accordance with the Finnish Corporate Governance Code for listed companies. The Board concluded that of its members Kustaa Poutiainen is not independent of the company's significant shareholders and
Further enquiries
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(TM) product line based on a magnesium alloy and hybrid composite, introducing a new generation of strong bioresorbable materials for enhanced surgical outcomes. The RemeOs(TM) 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
Better healing - Better life. www.bioretec.com
https://news.cision.com/bioretec/r/resolutions-of-bioretec-ltd-s-annual-general-meeting-and-the-constitutive-meeting-of-the-board-of-di,c3968873
(c) 2024 Cision. All rights reserved., source