BONESUPPORT HOLDING AB The shareholders in
Right to participate and notice of participation
A person who wishes to attend the annual general meeting must:
- be listed as a shareholder in the presentation of the share register prepared by
Euroclear Sweden AB , concerning the circumstances on7 May, 2024 ; and - notify the company of their intention to participate in the annual general meeting no later than
10 May, 2024 by post toBONESUPPORT HOLDING AB , “Annual General Meeting”, Scheelevägen 19, SE-223 70Lund, Sweden by e-mail to legal@bonesupport.com or by phone to +46 (0)46 286 53 70. When registering to attend, the shareholder must provide name, personal identity number or registration number, address, telephone number and the number of any representative (no more than two).
If shareholders are represented by a proxy, a written and dated power of attorney signed by the shareholder must be issued to the proxy. Proxy forms are available on the company website, www.bonesupport.com. If the shareholder is a legal entity, a certificate of incorporation, or corresponding authorisation document, must be attached. In order to facilitate registration at the annual general meeting, the power of attorney as well as the certificate of registration and other authorization documents should be received by the company at the above address well in advance of the annual general meeting.
Nominee registered shares
Shareholders whose shares are nominee registered through a bank or other nominee must, in addition to giving notice of participation at the annual general meeting, request that their shares be temporarily registered in their own name in the share register kept by
Proposed agenda
- Opening of the meeting.
- Election of chairperson of the meeting.
- Preparation and approval of voting list.
- Approval of the agenda.
- Election of persons to approve the minutes.
- Determination of whether the meeting has been duly convened.
- Address by the CEO.
- Presentation of the annual report and the auditor’s report and the annual report for the group and the auditor’s report for the group, as well as the auditor’s statement regarding the application of applicable guidelines for remuneration to senior executives.
- Resolutions on
- adoption of the profit and loss statement and balance sheet and the group profit and loss statement and the group balance sheet;
- allocation of the company’s result in accordance with the adopted balance sheet; and
- discharge from liability of the members of the board of directors and the CEO.
- Determination of the number of members of the board and the number of auditors.
- Determination of fees to the board of directors and the auditor.
- Election of members of the board, chairperson of the board and election of auditor.
- Resolution on approval of the remuneration report.
- Resolution on authorization for the board of directors to resolve on new issues.
- Resolution on implementation of a long-term incentive program for senior executives and other key employees by way of (A) implementation of a performance-based share saving program; (B) authorization on directed issues of series C shares; (C) authorization on repurchase of series C shares; and (D) resolution on transfer of own ordinary shares; alternatively (E) resolution on entering into a share swap agreement with a third party.
- Closing of the meeting.
Resolution proposals
Item 2: Election of chairperson of the meeting
The Nomination Committee prior to the annual general meeting 2024 has consisted of Jan Särlvik (appointed by Fjärde AP-fonden (AP4)),
The Nomination Committee proposes that attorney Madeleine Rydberger is elected as chairperson of the annual general meeting.
The board of directors proposes that no dividends are paid and that available total funds of SEK 1,228,420,502 are carried forward.
Item 10: Determination of the number of members of the board and the number of auditors
The Nomination Committee proposes to the annual general meeting that the number of the members of the board shall be five. Furthermore, it is proposed that one registered accounting firm is appointed as auditor until the end of the next annual general meeting.
Item 11: Determination of fees to the board of directors and the auditor
The Nomination Committee proposes to the annual general meeting that board remuneration shall be paid with
The Nomination Committee further proposes that the board members
Remuneration to the auditor is proposed to be paid in accordance with invoiced amounts in accordance with customary charging standards.
Item 12: Election of members of the board, chairperson of the board and election of auditor
The Nomination Committee proposes to the annual general meeting that Håkan Björklund,
Information on the board members proposed for re-election can be found at the company’s website, www.bonesupport.com, and in the annual report.
Furthermore, the Nomination Committee proposes to the annual general meeting, in accordance with the recommendation from the audit committee, that
Item 14: Resolution on authorization for the board of directors to resolve on new issues
The board of directors proposes that the annual general meeting resolves to authorize the board of directors, at one or several occasions, during the time up until the next annual general meeting, with or without deviation from the shareholders’ preferential right, and with or without provisions regarding payment in kind or through set-off or other provisions, to resolve to issue new shares, convertibles and/or warrants. The total number of shares that that may be issued (alternatively be issued through conversion of convertibles and/or exercise of warrants) shall not exceed 6,572,119 shares, which corresponds to 10 percent of the current number of ordinary shares in the company. The purpose of the authorization and reason for any deviation from the shareholders’ preferential right is to enable the company to raise working capital, to execute acquisitions of companies or operating assets as well as to enable issues to industrial partners within the framework of partnerships and alliances. The issue price shall, in the case of deviation from the shareholders’ preferential right, be determined in accordance with market practice. The board of directors shall be entitled to determine other terms of the issue.
The board of directors, the CEO or a person appointed by one of them shall be entitled to make any minor adjustments to the above decision that might be required in connection with registration with the Swedish Companies Registration Office.
For a valid resolution, the proposal has to be approved by shareholders representing at least two-thirds of the votes cast as well as the shares represented at the annual general meeting.
Item 15: Resolution on implementation of a long-term incentive program for senior executives and other key employees by way of (A) implementation of a performance-based share saving program; (B) authorization on directed issues of series C shares; (C) authorization on repurchase of series C shares; and (D) resolution on transfer of own ordinary shares; alternatively (E) resolution on entering into a share swap agreement with a third party
The board of directors proposes that the annual general meeting (“AGM”) 2024 resolves to implement a long-term incentive program in the form of a performance-based share saving program for senior executives and other key employees (the “LTI 2024”) in accordance with A below.
The resolution, pursuant to section A, shall be conditioned upon that the AGM also resolves on hedging measures in accordance with either sections B – D or, if the majority requirement for sections B – D is not achieved, according to section
A. Implementation of a performance-based share saving program
Background and motives
The AGM of the company has since 2018 (with the exception of the AGM 2022) adopted incentive programs for senior executives and other key employees where the terms mainly correspond to the terms that constitute LTI 2024, which are found below.
The overall purpose of LTI 2024 is to align the interests of the employees with those of the shareholders and thus ensure a maximum long-term value adding commitment. LTI 2024 is also considered to create a long-term focus on increase in earnings and growth among the participants. LTI 2024 is further considered to facilitate for the company to recruit and retain senior executives and other key employees.
In light of the above, the terms set out below, the allotment size and other circumstances, the board considers that the proposed LTI 2024 is well-balanced and beneficial for the company and its shareholders.
Terms and conditions for LTI 2024
1. To be entitled to participate in LTI 2024, it is required that the participant has been employed by the company or another company within the Group at the latest on the date of expiration of the Investment Period in accordance with the below. LTI 2024 entails that the participants will invest in ordinary shares in the company (”Saving Shares”). In order to be entitled to participate in LTI 2024, each participant must acquire or allocate the number of Saving Shares which has been specified for each category in the table set out in paragraph 4 below. The investment in Saving Shares shall be made through acquisition of ordinary shares on the stock market or by allocating shares already held by the participant and which have not been used as saving shares in an already existing incentive program. Investment or allocation shall have taken place during period from and including the time the AGM resolves to introduce LTI 2024 up to and including
2. If the Saving Shares are retained as from the expiration of the Investment Period to and including
3. Regarding the Sales Target and the EBITDA Target listed below, vesting of Performance Shares pertaining to these will occur linearly during the Saving Period starting
4. LTI 2024 shall include the following employee categories, which include employees who have been identified as key persons for the company’s development in the coming years (some of whom have not been offered participation in previous incentive programs), and the participant shall acquire or allocate the following number of Saving Shares, with the opportunity to be allotted up to the following number of vested Performance Shares per Saving Share:
| Position | Number of Saving Shares (per participant) | Maximum number of Performance Shares per Saving Share | Total and maximum number of Performance Shares |
| CEO (1 person) | 30,000 | 3 | 90,000 |
| CFO (1 person) | 15,000 | 3 | 45,000 |
| Other senior executives (6 persons) | 6,000 | 3 | 108,000 |
| Key employees level 1 (approximately 4 persons) | 4,000 | 3 | 48,000 |
| Key employees level 2 (approximately 9 persons) | 3,000 | 3 | 81,000 |
| Key employees level 3 (approximately 6 persons) | 2,000 | 3 | 36,000 |
5. The final number of Performance Shares vested by each participant shall be rounded downwards to the nearest whole number.
6. The total number of Performance Shares, pursuant to LTI 2024, shall not exceed 408,000.
7. The Performance Targets that have to be achieved or exceeded relate to (i) the share price development of the company’s shares (the “Share Price Target”), weighted as 40 percent of Performance Targets, (ii) the net sales for each respective financial year of 2025–2027 (the “Sales Target”) weighted as 40 percent of Performance Targets, and (iii) the EBITDA for each respective financial year of 2025–2027 (the “EBITDA Target”) weighted as 20 percent of Performance Targets. Whereby the measurement period for the Sales Target and the EBITDA Target shall be divided with 1/3 for each of the financial years: 2025, 2026 and 2027.
The Share Price Target relates to the development of the company’s share price on Nasdaq Stockholm over the period from the date of the AGM 2024 to and including
The Sales Target and the EBITDA Target shall be determined by the board of directors annually as soon as possible, at the beginning of each financial year. For each respective target, a minimum level and a target level (maximum) shall be determined for each respective financial year. The minimum level shall be 75 percent of the target level. If the minimum level is not achieved, no Performance Shares are vested in relation to the relevant Performance Target for the financial year and if the target level is achieved, full vesting shall take place of the Performance Shares pertaining to the relevant Performance Target for the financial year. If the minimum level is achieved, half of all Performance Shares pertaining to the actual Performance Target for the financial year are vested. If the minimum level is exceeded but the target level is not achieved, vesting of the Performance Shares pertaining to the actual Performance Target for the financial year will occur linearly between the minimum level and the target level. The board of directors intends to present the determined targets regarding the Sales Target and the EBITDA Target as well as the achievement of these in connection with the expiration of LTI 2024 at the latest.
8. If, before the end of the Saving Period, a participant's employment in the company (i) ceases due to retirement, death or long-term illness; (ii) is subject to notice of termination given by the company whereby the notice is not attributable to personal reasons (Sw. personliga skäl) or material breach of contract; or (iii) is terminated or subject to notice of termination and if, in accordance with the board's assessment, there are corresponding reasonable reasons for termination or notice of termination of the employment, the person in question shall continue to be entitled to receive already vested Performance Shares, even in if he or she sells his or her Saving Shares after the above event but before the end of the Saving Period.
9. Before the number of Performance Shares to be allocated is finally determined, the board of directors shall evaluate if allocation pursuant to the terms set out above is reasonable, with regard to the company’s results, financial standing, conditions on the stock market and other circumstances in general. If the board of directors finds that it is not reasonable, then the board of directors may decrease the number of Performance Shares to be allotted to the lower number of shares that the board of directors finds reasonable.
10. The number of Performance Shares that may be allotted by virtue of Saving Shares shall be subject to recalculation in consequence of a bonus issue, split, rights issue, and/or other similar company actions.
11. Allotment of Performance Shares shall take place after the publication of the year-end report for the financial year 2027, with the aim of allocating Performance Shares approximately 30 days after the publication of the year-end report.
12. Participation in LTI 2024 presupposes that the participation is legally possible and that the participation in the company’s sole opinion can be made with reasonable administrative costs for the company.
13. The board of directors shall be responsible for the details and management of LTI 2024 within the framework of the main conditions as set out above, and the board of directors shall be authorized to make minor adjustments to these conditions as required by law or for administrative reasons. The board of directors shall also be authorized to adjust or deviate from the terms and conditions as required by local laws and regulations as well as existing market practices. Furthermore, in the event of a public take-over offer, a sale of the company’s business, liquidation, merger or any other such transaction affecting the company, the board of directors shall, at its sole discretion, be entitled to resolve that the Performance Shares (partially or in full) shall vest and be allotted on completion of such transaction. The board of directors will make this resolution based on the level of achievement of the Performance Targets, the remainder of the Saving Period and any other factors deemed relevant by the board of directors.
B. Authorization on directed issues of series C shares
The board of directors proposes that the AGM resolves to authorize the board of directors, for the period up until the next AGM, on one or several occasions, to issue a maximum of 244,229 series C shares. The new shares may, with deviation from the shareholders' preferential rights, only be subscribed for by a bank or a securities company at a subscription price which corresponds to the quota value of the shares. The new series C shares shall be subject to Chapter 4, Section 6 of the Swedish Companies Act (conversion restriction) and Chapter 20, Section 31 of the Swedish Companies Act (redemption restriction). The purpose of the authorization and the reason for the deviation from the shareholders' preferential rights in connection with an issue of shares is to hedge delivery of Performance Shares to the participants under LTI 2024.
C. Authorization on repurchase of series C shares
The board of directors proposes that the AGM resolves to authorize the board of directors, for the period up until the next AGM, on one or several occasions, to repurchase its own series C shares. Repurchase may only be effected through a public offer directed to all holders of series C shares. The maximum number of series C shares to be repurchased shall amount to 244,229. Repurchase shall be made at a price per share of minimum 100 percent and maximum 115 percent of the quota value applicable at the time of subscription. Payment of repurchased shares shall be made in cash. Repurchase may also be made of so-called interim shares, by
The purpose of the proposed repurchase authorization is to secure delivery of Performance Shares for LTI 2024.
The board of directors’ statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act (Sw. aktiebolagslagen) is presented in a separate document provided with this proposal.
D. Resolution on transfer of own ordinary shares
In order to fulfil the company’s obligations towards participants in LTI 2024, the board of directors proposes that the AGM resolves that the company shall be entitled to transfer the company’s own ordinary shares as follows:
1. The company shall have the right to transfer the number of ordinary shares that the company has a maximum obligation to allocate as Performance Shares to participants in LTI 2024, at most 408,000 shares.
2. The shares that can be transferred in accordance with paragraph 1 above may consist of either shares newly issued and repurchased in accordance with paragraphs B - C above or, after conversion into ordinary shares, series C shares issued in connection with corresponding previous LTI programs, but which are no longer required for the performance of the company’s commitments under such programs, whereby it is noted that about 40 percent of the shares that can be transferred in accordance with paragraph 1 above are intended to consist of series C shares issued in connection with corresponding previous LTI programs.
3. The number of shares that may be transferred pursuant to LTI 2024 shall be subject to recalculation in consequence of a bonus issue, split, rights issue, and/or other similar corporate action which affects the number of shares in the company, which consequently, to the corresponding degree affects the highest number of shares that can be transferred.
4. The right to acquire ordinary shares shall, with deviation from the shareholders’ preferential rights, vest in participants in LTI 2024 who are entitled to be allotted Performance Shares in accordance with the terms and conditions of the program.
5. Transfer of shares to participants in LTI 2024 shall be made free of charge and be executed at the relevant time pursuant to the terms of LTI 2024.
Since LTI 2024 initially, in principle, is not expected to give rise to any social charges for the company (and as a resolution on transfer of the company’s own shares is valid only until the next AGM), the board of directors has decided not to propose to the 2024 AGM to decide on authorization regarding the transfer of own ordinary shares on a regulated market to hedge costs associated to LTI 2024, such as social charges. The board of directors may however, prior to any transfer of the company’s shares to the participants in LTI 2024, propose to a later AGM to resolve on transfer of the company’s own ordinary shares on a regulated market to hedge such costs.
The reason for the deviation from the shareholders' preferential rights in connection with the transfers of own ordinary shares is to enable the company’s delivery of Performance Shares to participants in LTI 2024.
E. Share swap agreement with a third party
Should the majority requirement for sections B – D above not be met, the board of directors proposes that the AGM, for the purpose of hedging the delivery of Performance Shares and to cover therewith associated costs, such as social charges, instead resolve that the company shall be able to enter into a share swap agreement with a third party on terms in accordance with market practice. The share swap agreement entails that the third party in its own name shall acquire and transfer ordinary shares in the company to the participants in LTI 2024 and sell ordinary shares in the market.
Scope and dilution
As per the date of the notice, the number of shares in the company amounts to 66,686,350 shares, of which 65,721,195 are ordinary shares and 965,155 are series C shares which were issued in connection with the share saving programs resolved at the AGM 2020, 2021 and 2023. Of these 163,771 series C shares are intended to be used to hedge delivery of Performance Shares to the participants in LTI 2024, while the remaining 801,384 series C shares are intended to be used to hedge delivery of performance shares to the participants in the share saving programs resolved at the AGM 2021 and 2023, and to hedge associated costs, such as social charges.
A part of the shares required to hedge delivery of Performance Shares to the participants in LTI 2024, consist of existing series C shares which the company has issued and repurchased within previous corresponding LTI programs (but which has not been required for the fulfillment of the company’s commitments under such programs), which results that the maximum number of series C shares that may be issued, to hedge delivery of Performance Shares associated to LTI 2024, amounts to 244,229. Taking into account such newly issued series C shares, as well as existing series C shares that are intended to be used to hedge delivery of Performance Shares, LTI 2024 amounts to a maximum of 408,000 shares, which corresponds to a maximum dilution of approximately 0.62 percent of the company’s ordinary shares after full dilution, calculated on the number of ordinary shares added at full utilization of the now proposed incentive program. The new issue of 244,229 series C shares entails an incremental dilution of approximately 0.36 percent of the company’s ordinary shares after full dilution, calculated as the number of ordinary shares added at conversion of the newly issued series C shares in relation to the number of ordinary shares in the company after full conversion of the existing 965,155 series C shares.
Estimated costs and effects on key ratios
The board of directors has made a preliminary cost calculation for LTI 2024. The costs for LTI 2024, which will be reported under the profit and loss statement, are calculated in accordance with the accounting standard IFRS 2 and are accrued over the vesting period which runs until
In addition to the above, the costs for LTI 2024 have been based on LTI 2024 comprising a maximum of 27 participants. In total, the costs for LTI 2024 are, according to IFRS 2, estimated to amount to approximately
The anticipated annual costs of
Should the AGM resolve on section E, the cost of entering into a share swap agreement is expected to amount to approximately SEK 1.3 million. The share swap agreement will not affect the dilution or earnings per share set aside for the costs incurred by LTI 2024.
Other incentive programs
The company currently has two ongoing employee stock option programs and two performance-based share saving programs (of which one to one board member).
The employee stock option programs run over ten and eight years, respectively. The program with a term of ten years expires in 2025 and the program with a term of eight years expires in 2024. The employee stock options are vested free of charge according to a schedule in each program. Each stock option gives the holder the right to acquire 0.2 ordinary shares in the company at a pre-determined price. In relation to the ten-year program, the exercise price amounts to
The share saving programs were resolved by the AGM 2021 (Board-LTI 2021) and the AGM 2023 (LTI 2023). Board-LTI 2021 includes performance shares for one board member. LTI 2023 includes performance shares for senior executives and key persons. Within the framework of these share saving programs the participants can receive between three and four performance shares depending on share price development and the company’s development in terms of sales and EBITDA during the duration of the programs. LTI 2023 comprise, depending on the fulfillment of the performance targets determined by the board of directors, and including hedging measures for social charges, a maximum of 741,348 shares. Vested shares shall be allotted to the participants after the publication of the year-end report for the financial year 2026. Board-LTI 2021 comprise, depending on the fulfillment of the performance targets determined by the board of directors, and including hedging measures for social charges, a maximum of 60,000 shares. Vested shares shall be allotted to the participant after the AGM 2024.
The maximum dilution for all programs (incl. LTI 2024) amounts to a maximum of approximately 1.93 percent of the company’s ordinary shares after full dilution, calculated on the number of ordinary shares that will be added upon full exercise of all outstanding and now proposed incentive programs. The majority of the employees who are proposed to be comprised by LTI 2024 participate in LTI 2023.
The above calculations regarding dilution are subject to re-calculation of the warrants in accordance with the customary recalculation terms included in the complete applicable warrant terms.
Preparation of the proposal
The proposal for LTI 2024 has been prepared by the Remuneration Committee together with external consultants. The final proposal has been resolved upon by the board of directors.
Majority requirement
For a valid resolution regarding the proposal in section A, it is required that shareholders representing at least half of the votes cast at the AGM support the proposal. Regarding sections B - D above these constitute a joint proposal and shall be resolved upon as one resolution and for the resolution to be valid it is required that the resolution is supported by at least nine tenths of the shares represented at the AGM and the votes cast. For a valid resolution regarding the proposal in section E, it is required that shareholders representing at least half of the votes cast at the AGM supports the proposal.
Authorization
The chairman of the board of directors, or anyone appointed by him, shall be authorized to make minor formal adjustments of the resolutions which may be required for registration with the Swedish Companies Registration Office (Sw. Bolagsverket) or
Available documentation etc.
The Nomination Committee’s reasoned statement and form of power of attorney are available at the company and on the company’s website, www.bonesupport.com.
Accounting documents, the audit report, the auditor’s statement regarding the application of applicable guidelines for remuneration to senior executives and the remuneration report as well as the board of directors’ statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act will be available for the shareholders at the company and at the company’s website, www.bonesupport.com no later than three weeks prior to the annual general meeting. In other respects, the complete proposals are set out under each respective item in the notice.
Copies of the documents will be sent free of charge to the shareholders upon request provided that such shareholders state their address.
Number of shares and votes in the company
As per the date of this notice, the total number of shares in the company amounts to 66,686,350 shares, of which 65,721,195 are ordinary shares with one vote per share and 965,155 are series C shares with one-tenth of a vote per share. As per the date of this notice, the number of votes in the company amounts to 65,817,710.5 votes. The company holds all 965,155 outstanding series C shares, corresponding to 96,515.5 votes, which cannot be represented at the annual general meeting.
Shareholders’ right to request information
The board of directors and CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company’s or its subsidiaries’ financial situation and the consolidated financial statements, as well as the company’s relation to another company within the group.
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
____________________
The Board of Directors
© Modular Finance, source
