Notice to the BBS-Bioactive Bone Substitutes Plc’s Extraordinary General Meeting
BBS-Bioactive Bone Substitutes Plc, Company Announcement, 28 September 2023 at 2.20 pm (EET)
Notice to the BBS-Bioactive Bone Substitutes Plc’s Extraordinary General Meeting
The shareholders of BBS-Bioactive Bone Substitutes Plc are invited to the company’s Extraordinary General Meeting (EGM), which is held at the company’s premises at Kiviharjunlenkki 6, 90220 Oulu, on Monday 23 October 2023 starting at 2.00 pm (EET). The right to attend will be on each shareholder who, on the record date of 11 October 2023, is registered in the company’s shareholder register. The shareholders of nominee-registered shareholder are entitled to attend on the basis of the shares entitling him/her to be registered in the Shareholder Register on 20 October 2023 at 10.00 am.
A. MATTERS TO BE DEALT WITH AT THE EGM
1. Opening of the EGM
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. 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 Extraordinary General Meeting which will convene on 23 October 2023 at 2 p.m. 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 23 October 2027 and it revokes the authorization granted by the Annual General Meeting on 30 March 2023 as it enters into force. On the date of the meeting notice, the Company has a total of 14,618,847 shares, and holds no treasury shares (0.0%).
7) Closing of the meeting
B: INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING
1. Shareholders listed in the shareholder register
The right to attend the EGM will be on each shareholder who, on the record date of 11 October 2023 of the EGM, 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 EGM must register to the EGM via e-mail at the following address ilmoittautumiset@bbs-artebone.fi or by mail to Kiviharjunlenkki 6, 90220 Oulu. The registration must be received latest by 20 October 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 EGM 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 EGM on the basis of the shares entitling him/her to be registered in the Shareholder Register maintained by the Euroclear Finland Oy on 11 October 2023. Participation also requires the shareholder to be temporarily entered into the shareholder register maintained by Euroclear Finland Oy by 20 October 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 EGM.
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 EGM. The administrator of the custodian shall notify such shareholder of nominee-registered shares who wishes to attend the EGM 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 EGM 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 EGM. If a shareholder participates in the EGM 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 of 20 October 2023 at 10.00 am (EET). The registration by letter must be received before the expiry of the above-mentioned registration period.
4. Other instructions and information
The shareholder present at the Extraordinary 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 14,618,847 shares on the date of the meeting notice. Each share gives one vote at the Extraordinary General Meeting.
5. EGM documents
This invitation of the meeting, which includes all the proposals on the agenda of the EGM, is available on the website of BBS-Bioactive Bone Substitutes Plc at www. bbs-artebone.fi. The minutes of the EGM will be available on the above-mentioned website latest by 31 October 2023.
In Oulu, 28 September 2023
BBS-Bioactive Bone Substitutes Plc
Board of Directors
For more information:
Pekka Jalovaara, Chairman of the Board of Directors,
BBS-Bioactive Bone Substitutes Plc
tel. +358 50 552 9275
Certified Advisor:
Nordic Certified Adviser AB,
tel. +46 70 551 67 29, info@certifiedadviser.se
DISTRIBUTION:
Nasdaq Helsinki Oy
Key media
www.bbs-artebone.fi
BBS in brief
BBS-Bioactive Bone Substitutes Plc is a orthobiology company that started its operations in 2003. We have developed a new product for the treatment of complex bone fractures and bone healing issues. Our goal is to provide next-generation medical products for the treatment of bone injuries in orthopedic surgery. In the pharmaceutical industry, the development and research work require perseverance and courage to innovate. We have a track record of over 20 years in this field. Our company is characterized by expertise, innovation, and dedicated employees who are passionate about their work. Our developed product, ARTEBONE®, is in the final stages of product development, and we are seeking the CE marking to enable its commercialization in the EU market. We are based in Oulu with a medical manufacturing facility in Reisjärvi, holding a manufacturing license. The company’s headquarters are in Oulu, and we employ 20 people.
BBS has been listed on Nasdaq First North Growth Market Finland since February 2018.
More information: www.bbs-artebone.fi
