BULLETIN FROM THE ANNUAL GENERAL MEETING IN BONESUPPORT HOLDING AB ON MAY 12 2026
BONESUPPORT, a leading company in orthobiologics for the management of bone injuries, announces that the company's Annual General Meeting was held on this day.
The Annual General Meeting adopted the presented income statements and balance sheets as well as the remuneration report prepared by the Board, and granted discharge of liability to the Board members and the CEO. In addition, the following main resolutions were passed.
Allocation of the company’s result
The Annual General Meeting resolved to allocate the company's result in accordance with the Board's proposal, entailing that no dividends are paid and that available funds of SEK 1,202,961,052 are carried forward.
Election and remuneration of Board and auditor
The Annual General Meeting resolved, in accordance with the Nomination Committee's proposal, to re-elect Björn Odlander, Lennart Johansson, Mary I O'Connor, Christine Rankin and Jens Viebke as members of the Board. Emil Billbäck was elected as a new member of the Board. Lennart Johannson was re-elected as Chairman of the Board.
The Annual General Meeting further resolved, in accordance with the Nomination Committee's proposal, that remuneration to the Board shall be paid in the amount of SEK 1,150,000 to the Chairman of the Board and SEK 525,000 to each of the other Board members who are not employed by the company. Fees for committee work shall be paid in the amount of SEK 195,000 to the Chairman of the Audit Committee, SEK 95,000 to each of the other members of the Audit Committee, SEK 70,000 to the Chairman of the Remuneration Committee and SEK 35,000 to each of the other members of the Remuneration Committee. It was also resolved that additional compensation of SEK 100,000 (corresponding to approximately USD 10,000) shall be paid to Board member Mary I O'Connor as compensation for lost time due to travel to and from the company.
The Annual General Meeting resolved, in accordance with the Nomination Committee's proposal, that the payment of half of the Board fees shall be conditional upon the Board member (i) as soon as possible after the Annual General Meeting acquiring shares in the company on the market to an amount corresponding to half of the Board fees (net amount after tax), and (ii) undertaking not to dispose of such shares during the entire period that the Board member holds his or her Board position in the company. This part of the Board fees will be paid after completion of the share acquisition. The Board member is obliged to repay the other half of the Board fees (net amount after tax) in the event that the Board member is dismissed before the next Annual General Meeting as a result of a breach of his or her obligations as a Board member or leaves the Board at his or her own request.
The Annual General Meeting also resolved to re-elect Ernst & Young AB as audit firm and that remuneration to the auditor shall be paid in accordance with the amounts invoiced in accordance with customary billing standards. Ernst & Young AB has announced that Henrik Rosengren will continue to be appointed as the auditor in charge.
Guidelines for remuneration to senior executives
The Annual General Meeting resolved in accordance with the proposal from the Board to adopt revised guidelines for remuneration to senior executives. The guidelines resolved by the Annual General Meeting are essentially identical to the guidelines resolved by the 2025 Annual General Meeting, with one amendment. The now resolved guidelines state that annual variable cash remuneration to GM & EVP Commercial Operations US shall not exceed 52.5 per cent of the fixed annual salary (the most recently resolved guidelines stated that annual variable cash remuneration should not exceed 40 per cent of the fixed annual salary).
Authorization for the Board to resolve on new issues
The Annual General Meeting resolved, in accordance with the proposal from the Board, to authorize the Board to, until the next Annual General Meeting, on one or more occasions, resolve on new issues of shares, convertibles and/or warrants, with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The total number of shares that may be issued (alternatively through conversion of convertibles and/or exercise of warrants) shall not exceed 6,585,919 shares, which corresponds to 10 percent of the current number of ordinary shares in the company. The purpose of the authorization and the reason for any deviation from the shareholders' preferential rights 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 collaborations and alliances. The issue price shall, in the case of deviation from the shareholders' preferential rights, be determined in accordance with market practice. The Board shall be entitled to determine other terms and conditions for the issue.
Authorization for the Board of Directors to resolve on acquisition and transfer of own ordinary shares
The Annual General Meeting resolved, in accordance with the proposal from the Board, to authorize the Board to, on one or more occasions until the next Annual General Meeting, resolve on the acquisition of own ordinary shares on Nasdaq Stockholm within the framework of applicable regulations and up to a maximum of 10 percent of all shares in the company. Furthermore, it was resolved to authorize the Board to resolve on transfer of own ordinary shares, with deviation from the shareholders' preferential rights, both on Nasdaq Stockholm and outside in connection with company acquisitions or acquisitions of operating assets. The purpose of the authorizations is to enable financing of acquisitions, adjustment of the company's capital structure and hedging of costs related to incentive programs. The Board shall have the right to decide on other terms and conditions for the acquisition and transfer of own ordinary shares.
Implementation of a long-term incentive program for senior executives and other key employees, including the implementation of a performance-based share savings plan and resolution on transfer of own ordinary shares
The Annual General Meeting resolved, in accordance with the proposal from the Board, to implement a long-term incentive program for employees, LTI 2026, which entails that the participants invest in a predetermined number of shares in the company and, subject to fulfilment of certain conditions, that they are entitled to receive a predetermined number of shares free of charge, so-called performance shares, at the end of 2029. The total number of performance shares under LTI 2026 shall not exceed 306,000.
The Annual General Meeting further resolved, in accordance with the proposal from the Board, on a hedging measure to ensure delivery of performance shares to participants in LTI 2026 through transfer of own ordinary shares and that such transfers shall be made free of charge to participants in accordance with the terms and conditions of the program.
Lund, May 12, 2026