Bonesupport

In accordance with the resolutions by the 2020 and 2021 annual general meeting, the Board of Directors of BONESUPPORT has resolved to execute transfer of 549,132 so called performance shares (ordinary shares) to the participants in the incentive programs LTI 2020 and LTI 2021, in accordance with the terms of the programs. The transfer is made without consideration.

In order to secure social security contributions in respect of LTI 2021 and Board-LTI 2021, the 2023 annual general meeting authorized BONESUPPORT’s Board of Directors to, on one or several occasions before the 2024 annual general meeting, resolve on transfer of own ordinary shares on Nasdaq Stockholm. Based on the authorization of the general meeting, the Board of Directors has resolved to instruct DNB Bank ASA to transfer, on a discretionary basis, 114,613 own ordinary shares on Nasdaq Stockholm at a price within the registered price interval at any given time. The shares will be transferred during the period from and including 11 March 2024 up to and including 15 May 2024. No transfer shall take place during the 30 days prior to the announcement of a financial report. The transfer will be reported via Nasdaq Stockholm in accordance with current regulations.

In order to execute the above transfers, the Board of Directors has also resolved on conversion of 663,745 own series C shares into the corresponding number of ordinary shares.

In order ensure that BONESUPPORT can fulfill its obligations under the incentive program LTI 2023 resolved by the 2023 annual general meeting, the 2023 annual general meeting also authorized the Board of Directors to resolve on a directed issue of redeemable and convertible series C shares and repurchase of all issued series C shares through a directed acquisition offer to all holders of series C shares. Based on the authorization of the general meeting, the Board of Directors has resolved on a directed issue of 486,840 series C shares to DNB Bank ASA. The subscription price per share amounts to SEK 0.625, which corresponds to the quota value of the shares. The Board of Directors has also, conditional upon that DNB Bank ASA subscribes and pays for 486,840 series C shares, based on the authorization of the 2023 annual general meeting resolved to immediately repurchase all 486,840 series C shares from DNB Bank ASA at a price corresponding to the subscription price.

Prior to the delivery of performance shares to employees within the BONESUPPORT Group who are participating in the incentive program LTI 2023, the series C shares will be converted into ordinary shares. Allotment of performance shares in LTI 2023 shall take place within 30 days from the publication of the year-end report for the financial year 2026.

The total number of shares in BONESUPPORT at the time of this press release amounts to 66,197,635, of which 65,055,575 ordinary shares and 1,142,060 series C shares. BONESUPPORT holds at the time of this press release no own ordinary shares and 1,142,060 own series C shares, intended for ongoing incentive programs. After the ongoing conversion of series C shares into ordinary shares and the ongoing issue of series C shares, the total number of shares will amount to 66,684,475, of which 65,719,320 ordinary shares and 965,155 series C shares, and after the transfer of ordinary shares and the repurchase of series C shares as set out above, BONESUPPORT will hold no own ordinary shares and 965,155 own series C shares, intended for ongoing incentive programs.

The series C shares carry one-tenth of a vote per share and do not entitle to dividends.