Bioretec Ltd Company announcement 26 April 2024
at 12:15 p.m. EEST
TAMPERE,
Finland, April 26, 2024 /PRNewswire/ -- The
Annual General Meeting of Bioretec Ltd was held on 26 April 2024 in Tampere, Finland.
The Annual General Meeting approved the financial statements for
the financial year 1 January–31 December 2023 and resolved to
discharge the members of the Board of Directors and the CEO from
liability for the financial period 1 January–31 December 2023.
The Annual General Meeting resolved in accordance with the
proposal of the Board of Directors that the loss of EUR 3,721,314.67 for the financial period 1
January–31 December 2023 will be booked in the balance sheet as
equity under profit/loss for previous financial periods and that no
dividend will be distributed.
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). Tomi Numminen, Michael
Piccirillo, Sarah van Hellenberg
Hubar-Fisher, Päivi Malinen and Kustaa Poutiainen were
re-elected as members of the Board. The term of the Board of
Directors will end at the closing of the Annual General Meeting
2025.
The Annual General Meeting resolved that the Chairman of the
Board will be paid EUR 10,000 per
month. The Chairman will participate in the operative management of
the company in the upcoming term. Members of the Board will be paid
EUR 1,500 per month. Reasonable
travel expenses of the members of the Board of Directors shall be
reimbursed in accordance with the maximum amount of the respective
travel allowance base approved by the Tax Administration.
The Annual General Meeting resolved that the company may enter
into a consultancy agreement with Valugen GmbH for the services of
Michael Piccirillo in connection
with establishing the company's Scientific Advisory Board, to
create key opinion leader connections. The consulting fee payable
pursuant to such agreement shall not exceed EUR 3,000 per month.
Election and remuneration of auditor
The Annual General Meeting elected audit firm
PricewaterhouseCoopers Oy as the auditor of the company until the
closing of the 2025 Annual General Meeting. Audit firm
PricewaterhouseCoopers Oy has notified the company that it will
appoint Kalle Laaksonen, Authorized
Public Accountant, as the responsible auditor. The auditor will be
compensated as reasonably invoiced.
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 30 June 2025. The authorization cancels the
previous unused share issue authorizations.
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 10 May 2024 on the
company's website at
https://bioretec.com/investors/investors-in-english/governance/general-meetings/annual-general-meeting-2024.
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 Bioretec Ltd elected
Tomi Numminen as the chairperson of
the Board.
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 and Sarah 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
Tomi Numminen and Michael Piccirillo are not independent of the
company. Valugen GmbH, a company owned by Michael Piccirillo, receives remuneration from
the company for consulting assignments and Tomi Numminen has received compensation for
consulting assignments during the past year. In addition, the Board
concluded that based on an overall assessment, the other Board
members are independent of both the company and its significant
shareholders.
Further enquiries
Tomi
Numminen, Chairman of the Board of Directors, tel. +358 40
581 2132
Timo Lehtonen, CEO, tel. +358 50 433
8493
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™ product line based on a
magnesium alloy and hybrid composite, introducing a new generation
of strong bioresorbable materials for enhanced surgical outcomes.
The RemeOs™ 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 Value-Based
Healthcare targets while focusing on value for patients through
efficient healthcare. The first RemeOs™ product market
authorization has been received in the U.S. in March 2023 and in Europe, CE-mark is expected to receive second
quarter of 2024. Bioretec is positioning itself to enter the
addressable USD 7 billion global
orthopedic trauma market and become a game changer in surgical bone
fracture treatment.
Better healing – Better life. www.bioretec.com
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SOURCE Bioretec