Pressreleaser | 27 Apr 2023 | OssDsign

OssDsign AB: NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN OSSDSIGN AB

Notice

Shareholders wishing to participate at the meeting must:

(i)be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Tuesday 23 May 2023; and

(ii)notify the company of their attendance and any assistant no later than Thursday 25 May 2023. Notification can be made in writing to Setterwalls Advokatbyrå AB, Attn: Andreas Wårdh, P.O. Box 1050, SE-101 39 Stockholm, Sweden or by e-mail to andreas.wardh@setterwalls.se.

Notification shall include full name, personal identification number or corporate registration number, address, daytime telephone number and, if appropriate, information about representative, proxy, and assistants. The number of assistants may not be more than two. To facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority.

Nominee registered shares

To be entitled to participate and vote at the meeting, shareholders who have their shares registered in the name of a nominee must have their shares registered in their own name, so that the shareholder will be included in the transcription of the share register as of Tuesday 23 May 2023. Such registration may be temporary (so-called voting rights registration) and is requested to the nominee in accordance with the nominee’s routines at such time in advance as the nominee determines. Voting rights registrations made by the nominee no later than Thursday 25 May 2023 will be taken into account in the preparation of the share register.

Proxy voting

A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy will be available on the company’s website www.ossdsign.com. The original version of the power of attorney shall also be presented at the meeting.

Proxy collection

The board of directors has decided, pursuant to Chapter 7, Section 4, Paragraph 2 of the Swedish Companies Act and the company’s articles of association, to apply the possibility of proxy collection in conjunction with the general meeting. This means that shareholders who do not wish to participate in person at the meeting can submit a power of attorney to a representative appointed by the company, who participates in the meeting on behalf of the shareholder and votes in accordance with the shareholder’s instructions. The representative appointed by the company may not be a member of the board of directors or the CEO of the company. Shareholders who wish to make use of this opportunity must complete and sign a special power of attorney form which will be available on the company’s website, www.ossdsign.com. If issued by a legal entity, the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority.

Processing of personal data

For information regarding how your personal data is processed in connection with the annual general meeting, please refer to the privacy policy on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf .

Proposed agenda

1. Opening of the meeting and election of chairman of the meeting;
2. Preparation and approval of the voting list;
3. Approval of the agenda;
4. Election of one or two persons who shall approve the minutes of the meeting;
5. Determination of whether the meeting has been duly convened;
6. Submission of the annual report and the auditor’s report as well as of the consolidated financial statements and the auditor’s report on the group;
7. Resolution in respect of adoption of the profit and loss statement and the balance sheet as well as of the consolidated profit and loss statement and the consolidated balance sheet;
8. Resolution in respect of allocation of the company’s result according to the adopted balance sheet; 
9. Resolution in respect of the members of the board of directors’ and the CEO’s discharge from liability;
10. Determination of the number of members of the board of directors as well as of the number of auditors;
11. Determination of the fees payable to the members of the board of directors and the auditors;
12. Election of members of the board of directors and auditors;
13. Resolution on an authorization for the board of directors to increase the share capital;
14. Resolution on changes to the articles of association;
15. Closing of the meeting.

The nomination committee’s proposed resolutions

The nomination committee is composed of the chairman of the board of directors of the company (i.e. Simon Cartmell), Viktor Drvota (appointed by Karolinska Development AB and elected chairman of the nomination committee), Filip Petersson (appointed by SEB) and Stefan Hansson (appointed by TAMT AB). The nomination committee has presented the following proposed resolutions in relation to items 1 and 10-12 in the proposed agenda. The nomination committee has found no reason to present any proposal for the amendment of the principles for the appointment of and instructions concerning a nomination committee, adopted at the extraordinary general meeting held on 7 March 2019 and applicable until otherwise decided by the general meeting.

Item 1. Election of chairman

Axel Helle (lawyer at Setterwalls Advokatbyrå AB) is proposed as chairman of the meeting. 

Items 10-12. Election of and remuneration to the board of directors and auditors

The board of directors today consists of the following six (6) ordinary members without deputy members: Simon Cartmell (chairman), Anders Qvarnström, Håkan Engqvist, Newton Aguiar, Viktor Drvota and Jill Schiaparelli. It is proposed that the board of directors shall continue to consist of six (6) ordinary members without deputy members until the end of the next annual general meeting. Furthermore, it is proposed that a registered accounting firm shall be elected as auditor. 

It is proposed that the fees payable to the board of directors for the period until the end of the next annual general meeting shall amount to a total of SEK 1,250,000 out of which SEK 350,000 shall be paid to the chairman, SEK 250,000 shall be paid to each of Newton Aguiar, Anders Qvarnstrom and Jill Schiaparelli and SEK 150,000 shall be paid to Håkan Engqvist. No fees are proposed to be paid to Viktor Drvota who represents an institutional investor.

It is proposed that the company’s auditor shall be paid in accordance with approved invoices.

All current board members are proposed to be re-elected until the end of the next annual general meeting. Furthermore, Simon Cartmell is proposed to be re-elected as chairman of the board of directors.

The accounting firm Ernst & Young Aktiebolag is proposed to be re-elected as auditor. The accounting firm has informed the company that Oskar Wall will remain principally responsible auditor.

Information regarding all proposed board members’ principal education and work experience, any work performed for the company and any other significant professional commitments etc. is kept available on the company’s website at www.ossdsign.com.

The board of directors’ proposed resolutions

The board of directors of the company has presented the following proposed resolutions in relation to items 8 and 13-15 in the proposed agenda.             

Item 8. Allocation of the company’s result

The board of directors proposes that the company’s result shall be carried forward in new account and that no dividend shall be paid for the financial year 2022.

Item 13. Resolution on an authorisation for the board of directors to increase the share capital

The board of directors proposes that the annual general meeting resolves on an authorisation for the board of directors to – for the period up to the next annual general meeting, with or without deviation from the shareholders’ preferential rights and at one or more occasions – resolve upon issuance of new shares, warrants and/or convertible debentures. Payment may be made in cash, in kind, through set-off of claims or otherwise be conditional. The company’s share capital may by support of the authorisation be increased by an amount corresponding to not more than twenty (20) per cent of the share capital after such issue(s). Deviation from the shareholders’ preferential rights shall be allowed in situations where a directed issue is deemed more appropriate for the company due to timing, commercial or similar reasons, and in order to enable acquisitions.

The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office. A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.

Item 14. Resolution on changes to the articles of association

The board of directors proposes to change the limits in the articles of association with respect to share capital and number of shares in §§ 4 and 5. § 4 is proposed to be changed from ”The company’s share capital shall be not less than SEK 3,437,500 and not more than SEK 13,750,000” to ”The company’s share capital shall be not less than SEK 4,375,000 and not more than SEK 17,500,000”. § 5 is proposed to be changed from ”The number of shares shall be no less than 55,000,000 and no more than 220,000,000” to ”The number of shares shall be no less than 70,000,000 and no more than 280,000,000”.

The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office. A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.

Number of shares and votes in the company

The total number of shares and votes in the company at the time of issuance of this notice is 71,343,130. The company does not hold any of its own shares.             

Shareholders’ right to request information

Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (205:551)) the board of directors and the CEO are under a duty to, if any shareholder so request and the board of directors deems that it can be made without material damage to the company, at the meeting provide information, regarding circumstances, which may affect the assessment of a matter on the agenda or of the company’s economic situation. Such duty to provide information also comprises the company’s relation to the other group companies, the consolidated financial statements and such circumstances regarding subsidiaries which are set out in the foregoing sentence.

Documentation

The financial accounts, auditor’s report, complete proposals (as set out above) and other documents to be dealt with at the general meeting will be kept available at the company’s office not later than three weeks before the meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available not later than the aforementioned date on the company’s website www.ossdsign.com. The above-mentioned documents will also be presented at the general meeting.

__________

Stockholm, April 2023
The board of directors

For further information, please contact:
Morten Henneveld, CEO, OssDsign AB
Tel: +46 73 382 43 90, email: morten.henneveld@ossdsign.com

Certified Adviser:
Erik Penser Bank AB is the company’s Certified Adviser. Contact information: Erik Penser Bank AB, Box 7405, 103 91 Stockholm, Sweden, phone: +46 (0)8-463 80 00, email: certifiedadviser@penser.se.

About OssDsign
OssDsign is a developer and global provider of next generation bone replacement products. Based on cutting edge material science, the company develops and markets products that support the body’s own healing capabilities and thereby improve the clinical outcome in a wide range of orthopedic areas with high medical needs. With a product portfolio consisting of patient-specific implants for cranial surgeries and an off-the-shelf synthetic bone graft for spine surgeries, OssDsign give patients back the life they deserve. The company has a strong commercial presence in the U.S., Europe and selected Asian countries. OssDsign’s share is traded on Nasdaq First North Growth Market in Stockholm, Sweden.