Business

Bioretec Ltd Convenes Shareholders for 2024 Annual General Meeting

TAMPERE, Finland, April 5, 2024 (PRNewswire) – Bioretec Ltd has officially announced to its shareholders the scheduling of its forthcoming Annual General Meeting (AGM). The convening of stakeholders will take place at the Bioretec premises, situated within the Tampark auditorium at Yrittäjänkulma 5, FI-33710 Tampere, Finland. The event is set to be held on 26 April 2024, beginning at 10:00 a.m. Finnish time.

Participation Through Proxy Representation

Shareholders who are unable to attend the meeting may still participate and exercise their voting rights through proxy representation. Representatives must bring forth a dated power of attorney or reliably demonstrate their right to represent the shareholder through other means. To assist shareholders, a proxy template can be found appended to this Notice as Appendix 1.

Essential Registration Information

To partake in the AGM and fulfill the rights attributed to them, shareholders are required to register by no later than 16 April 2024 at 4:00 p.m. Finnish time. Registration details are carefully enumerated in section C, 'INSTRUCTIONS FOR THE PARTICIPANTS' within this document.

Comprehensive Agenda Outlined for AGM

Official Proceedings of the AGM

The AGM is set to embark upon several significant items on its extensive agenda, outlined as follows:

1. Formal opening of the meeting,
2. Subsequent calling of the meeting to order,
3. Designation of individuals to verify the minutes and supervise vote counts,
4. Ensuring that the meeting is held legally, and
5. Keeping a record of attendance and adopting the list of votes.

2023 Financial Reporting

The assembly will be presented with the financial statements which include the consolidated financial statements, and the Board of Directors' report for the span of 1 January to 31 December 2023. Additionally, shareholders will receive insights from the CEO regarding the company’s performance during that period.

Auditor's Insights and Financial Statements' Approval

Subsequent to airing the auditor's report, there will be a motion to approve the financial statements, which encompasses the consolidated financial statements.

Fiscal Resolutions and Board Accountability

The AGM will deliberate on the treatment of the company's profit or loss, with a proposal put forth by the Board of Directors suggesting the crediting of a loss amounting to EUR 3,721,314.67 for the financial period into equity under profit/loss from preceding financial periods, with the recommendation that no dividend be disbursed.

Another vital resolution includes the exoneration of the Board of Directors and the CEO from liability for the fiscal year spanning from 1 January to 31 December 2023.

Compensation Agendas

The agenda also includes proposed compensations for the Board of Directors and the auditor. It has been jointly proposed by four shareholders, representing more than 21% of total company shares, that remuneration for the Board to be elected should be set as follows for the term beginning at the closure of the AGM through the end of the subsequent meeting in 2025:

• A monthly sum of EUR 10,000 for the Chair of the Board of Directors, who will be involved in the company's operative management in the upcoming term.
• Each member of the Board of Directors should receive EUR 1,500 monthly.
• The proposal also includes the reimbursement for reasonable travel expenses for members, in line with the maximum travel allowance set by the Tax Administration.

Furthermore, in the potential event of Michael Piccirillo's election to the Board, the company may strike a consultancy pact with Valugen GmbH for his services related to constructing a scientific advisory board, forging key opinion leader networks, capping monthly consulting fees at EUR 3,000.

For the auditor's work, the Board forwards that compensation should be issued based on reasonable billing.

Board and Auditorial Elections

The General Meeting will resolve on the number of Board members, appropriately within the confines set by the Articles of Association, which stipulates a minimum of three and a maximum of seven members, with the current number standing at five.

Consensus by these shareholders asserts the election of five ordinary members to the Board, proposing the re-election of Tomi Numminen, Michael Piccirillo, Sarah van Hellenberg Hubar-Fisher, Päivi Malinen, and Kustaa Poutiainen. Pekka Simula will not seek re-election.

The election of auditors is another key agenda. The aforementioned shareholders advocate for PricewaterhouseCoopers Oy's auditing services until the end of the AGM in 2025, with indications from the firm that Kalle Laaksonen, an authorized public accountant, will be assigned as the responsible auditor.

Share Issuances and Shareholder Nominations

The AGM will also incorporate decisions regarding share issuances and assignments of special rights. The Board of Directors proposes an authorization allowing for the issuance of up to 3,000,000 shares, representing about 15% of the total company shares. These can be dispensed in tranches, with or without payment.

The Board may also decide to utilize this authorization for various strategic purposes such as financing, business execution, reinforcement of financial standing, incentive plans, etc. This authorization remains effective until the next AGM or until no later than 30 June 2025, replacing previous unused share issue authorizations, except for one specified for 2023's option program.

Moreover, the Board suggests establishing a shareholders' nomination board, tasked with preparing proposals regarding the Board's composition and remuneration, and crafting principles for Board diversity.

The Charter for the shareholders' nomination board, which outlines the nomination process's more granular details, is available for review as Appendix 2 and can also be viewed at Bioretec's official AGM website.

Essential AGM Documents Available Online

In line with Chapter 5, Section 21 of the Finnish Companies Act, pertinent documents for the AGM will be accessible on the company's website. Interested parties can review this material by visiting https://bioretec.com/agm2024. Furthermore, minutes from the AGM will be posted on the aforementioned website on or before 10 May 2024.

Guiding Participants to the AGM

Determining Eligibility and Registration

Shareholders recorded in the company's register by 16 April 2024 are eligible to attend the AGM. Registrations must be duly received by the aforementioned deadline. Modes of registration include email, phone, or traditional mail.

Nominee-Registered Shares

Holders of nominee-registered shares must ensure that they are registered in the temporary shareholders' register by 23 April 2024 at 10:00 a.m. Finnish time to participate.

Powers of Attorney for Proxy Representation

For satisfactory proxy representation, demonstration of a dated power of attorney is necessary. Detailed instructions on the process are provided, ensuring that the shareholder’s representatives are duly recognized for participation in the meeting.

Further information connected to the AGM, including the rights to pose questions and absence of advance voting, is detailed for attending shareholders.

Personal Data Uses and Shareholding Information

Bioretec Ltd emphasizes that personal data collected is exclusively for AGM-related necessities and shareholder communication. A comprehensive privacy statement is accessible via the company website.

It should be noted that Bioretec Ltd's total shareholdings amount to 20,336,858 as of 5 April 2024, with no possession of company shares altering voter eligibility or participation in the General Meeting.

In conclusion, the company extends its gratitude to all interested parties and shareholders for their ongoing engagement and support.

BIORETEC LTD
BOARD OF DIRECTORS

Should you need further details, Tomi Numminen, Chairman of the Board, and Timo Lehtonen, CEO, are available to assist you at their respective email addresses.

Accessible Appendices for Further Reference

This announcement is inclusive of:

1. The Proxy template for AGM 2024.
2. The Charter of the Shareholders' Nomination Board.

These documents can be downloaded for perusal through the links provided. For a broader dissemination of information, Cision http://news.cision.com and related files are available at https://news.cision.com/bioretec/r/notice-of-annual-general-meeting--agm--of-bioretec-ltd,c3957222.

Acknowledging the Source

This communiqué has been furnished courtesy of Bioretec Ltd, lighting the path ahead towards their forthcoming AGM and ensuring all stakeholders are well-informed and equipped to partake.

As Bioretec Ltd gears up for another landmark meeting, its shareholders can anticipate a detailed review of the past year’s endeavors and decisions that will shape the direction of the company’s future.