Bonesupport : Minutes 2024

Minutes from the Annual General Meeting in

BONESUPPORT HOLDING AB, Reg. No 556802-2171, on 16 May 2024 in Lund.

1. Opening of the meeting

On behalf of the Board of Directors, the meeting was declared opened by the attorney Madeleine Rydberger.

2. Election of chairperson of the meeting

Madeleine Rydberger was appointed chairperson of the meeting in accordance with the Nomination Committee's proposal.

The chairperson informed that the minutes were kept by the chairperson, and that the approved minutes will be published on the company's website.

3. Preparation and approval of voting list

A list of shareholders who were present in person or through a representative at the meeting was established, Appendix 1. The list was approved as the voting list for the meeting.

The meeting resolved that certain guests, primarily shareholders not recorded in the shareholders' register or who did not notify the company of their intention to participate in the meeting properly, and certain employees, were allowed to attend the meeting.

4. Approval of the agenda

The meeting resolved to approve the agenda according to the proposal in the notice convening the meeting.

5. Election of persons to approve the minutes

Johan Sjöström, representing the Second Swedish National Pension Fund, and Annika Boström, representing Swedish and foreign shareholders, were appointed to approve the minutes together with the chairperson of the meeting.

2(6)

6. Determination of whether the meeting has been duly convened

The chairperson informed that a notice convening the meeting had been published in the Swedish Official Gazette (Sw: Post- och Inrikes Tidningar) on 16 April 2024 and that a short form notice had been inserted in Svenska Dagbladet on the same date and that the notice had been published on the company's website on 11 April 2024. The meeting was declared to be duly convened.

7. Address by the CEO

The CEO, Emil Billbäck, reported on the company's operations during the financial year 2023.

The shareholders were given the opportunity to ask questions.

8. Presentation of the annual report and the auditor's report and the annual report for the group and the auditor's report for the group, as well as the auditor's statement regarding the application of applicable guidelines for remuneration to senior executives

The chairperson informed that the annual report of the company and the group, together with the balance sheet and the income statement for the financial year 2023, had been available to the shareholders at the company and on the company's website since 19 April 2024, had been distributed to all shareholders on request and was available at the meeting.

The chairperson further informed that the statement by the auditor regarding the application of applicable guidelines for remuneration to senior executives, the Board of Directors' report regarding remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act, the Board of Directors' proposals under items 14-15 and the Board of Directors' statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act had been available to the shareholders at the company and on the company's website since 19 April 2024, had been distributed to all shareholders on request and were available at the meeting.

It was noted that the documents thereby had been duly presented at the meeting.

Henrik Rosengren, authorised public accountant, reported on the work of the auditors and presented the auditor's report and the auditor's report for the group for the financial year 2023.

The shareholders were given the opportunity to ask questions.

3(6)

1. Resolutions on:
2. 1. adoption of the profit and loss statement and balance sheet and the group profit and loss statement and the group balance sheet
      The meeting resolved to adopt the presented income statement and the balance sheet and the group income statement and group balance sheet.
   2. allocation of the company's result in accordance with the adopted balance sheet; and
      The chairperson informed that the Board of Directors' complete proposal for appropriation of the company's earnings is presented in the annual report. The meeting resolved that no dividend is to be distributed for the financial year of 2023 and that the funds at the disposal of the meeting of SEK 1,228,420,502 should be carried forward.
   3. discharge from liability of the members of the Board of Directors and the CEO
      The meeting resolved that the members of the Board of Directors and the CEO should be discharged from liability for the financial year 2023. It was noted that the members of the Board and the CEO did not participate in the decision regarding discharge from liability in relation to themselves.
3. Determination of the number of members of the Board and the number of auditors

The chairperson presented the work of the Nomination Committee prior to the

Annual General Meeting 2024 and the Nomination Committee's proposals.

The shareholders were given the opportunity to ask questions.

The meeting resolved in accordance with the proposal from the Nomination Committee that the number of Board members shall be five, with no deputy members and that one registered accounting firm shall be the company's auditor.

11. Determination of fees to the Board of Directors and the auditor

The meeting resolved in accordance with the proposal from the Nomination Committee that Board remuneration shall be paid with SEK 475,000 to the chairperson of the Board and with SEK 235,000 to each of the other Board members who are not employed by the company. Furthermore, the meeting resolved that remuneration for committee work shall be paid with SEK 165,000 to the chairperson of the audit committee, with SEK 80,000 to each of the other members of the audit committee, with SEK 60,000 to the chairperson of the remuneration committee and with SEK 30,000 to each of the other members of the remuneration committee. The meeting also resolved that additional remuneration of SEK 100,000 (corresponding to approximately USD 10,000) shall be paid to the Board member Mary I O'Connor as compensation for lost time due to travel to and from the company.

4(6)

The meeting further resolved in accordance with the proposal from the Nomination Committee that the Board members Lennart Johansson, Mary I O'Connor and Christine Rankin together shall receive an extended Board remuneration of a total of SEK 945,000, subject to (i) the Board member acquiring shares in BONESUPPORT HOLDING AB for the entire extended Board remuneration (after tax) as soon as possible after the Annual General Meeting's resolution and the payment of the extended Board remuneration, and (ii) the Board member undertakes not to sell the shares during the Board member's entire term of office at BONESUPPORT HOLDING AB. The extended Board remuneration shall be distributed as follows: SEK 475,000 to the chairperson of the Board and SEK 235,000 to each of Mary I O'Connor and Christine Rankin. In the event that the Board member before the next Annual General Meeting is dismissed as a result of breach of his or hers obligations as a Board member or leaves the Board at his or hers own request, the Board member is obliged to repay the entire extended Board remuneration (after tax).

The meeting resolved in accordance with the proposal from the Nomination Committee that remuneration for the auditor shall be paid in accordance with invoiced amounts in accordance with customary charging standards.

12. Election of members of the Board, chairperson of the Board and election of auditor

The chairperson informed that the assignments that the proposed Board members have in other companies are set forth in the materials for the meeting.

The meeting resolved in accordance with the proposal from the Nomination Committee on re-election of Håkan Björklund, Lennart Johansson, Mary I O'Connor, Björn Odlander and Christine Rankin as ordinary Board members. Furthermore, the meeting resolved in accordance with the proposal from the Nomination Committee to re-elect Lennart Johansson as chairperson of the Board of Directors.

Finally, the meeting resolved in accordance with the proposal from the Nomination Committee on re-election of Ernst & Young AB as auditor. It was noted that Ernst & Young AB had informed that the authorized public accountant Henrik Rosengren will continue to be appointed as the principal auditor.

13. Resolution on approval of the remuneration report

The meeting resolved to approve the Board of Directors' remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

14. Resolution on authorization for the Board of Directors to resolve on new issues

The chairperson presented the Board of Directors' proposal on resolution on authorization for the Board of Directors to resolve on new issues.

The shareholders were given the opportunity to ask questions.

5(6)

The meeting resolved on authorization for the Board of Directors to resolve on new issues in accordance with the proposal of the Board of Directors, Appendix 2. It was noted that the resolution was adopted with the necessary majority of two thirds of the votes cast and represented at the meeting.

15. Resolution on implementation of a long-term incentive program for senior executives and other key employees by way of implementation of a performance-based share saving program and resolution on entering into a share swap agreement with a third party

The chairperson presented the Board of Directors' proposal on resolution on implementation of a performance-based share saving program for senior executives and other key employees, authorization for the Board of Directors to carry out directed issues of series C shares, authorization for the Board of Directors to repurchase series C shares and resolution on transfer of own ordinary shares, and the alternative proposal on resolution for the Board of Directors to enter into a share swap agreement with third party.

The shareholders were given the opportunity to ask questions.

The meeting resolved on implementation of a performance-based share saving program for senior executives and other key employees in accordance with the Board of Directors' proposal (A), Appendix 3.

The Board of Directors' proposal on authorization on directed issue of series C shares, authorization on repurchase of series C shares and transfer of own ordinary shares under item 15 (B)-(D), Appendix 3, was not supported by shareholders representing at least nine-tenths of the votes cast and the shares represented at the meeting, and it was therefore concluded that the meeting did not approve the proposal.

The meeting resolved in accordance with the Board of Directors' proposal under item 15 (E), Appendix 3, on entering into a share swap agreement with a third party for the purpose of hedging the delivery of performance shares and to cover therewith associated costs.

16. Closing of the meeting

The chairperson closed the meeting.

6(6)

Nothing further was considered.

At the minutes:

Madeleine Rydberger

Approved:

Johan Sjöström

Annika Boström

Appendix 2

The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

The board of directors' proposal for resolution on authorization for the board of directors to resolve on new issues

The board of directors proposes that the annual general meeting resolves to authorize the board of directors, at one or several occasions, during the time up until the next annual general meeting, with or without deviation from the shareholders' preferential right, and with or without provisions regarding payment in kind or through set-off or other provi- sions, to resolve to issue new shares, convertibles and/or warrants. The total number of shares that that may be issued (alternatively be issued through conversion of convertibles and/or exercise of warrants) shall not exceed 6,572,119 shares, which corresponds to 10 percent of the current number of ordinary shares in the company. The purpose of the authorization and reason for any deviation from the shareholders' preferential right 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 partnerships and alliances. The issue price shall, in the case of deviation from the sharehold- ers' preferential right, be determined in accordance with market practice. The board of directors shall be entitled to determine other terms of the issue.

The board of directors, the CEO or a person appointed by one of them shall be entitled to make any minor adjustments to the above decision that might be required in connection with registration with the Swedish Companies Registration Office.

For a valid resolution, the proposal has to be approved by shareholders representing at least two-thirds of the votes cast as well as the shares represented at the annual general meeting.

________________________

Lund in April 2024

BONESUPPORT HOLDING AB (publ)

The Board of Directors

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Appendix 3

The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

The Board of Directors' proposal for resolution on implementation of a long-term incentive program for senior executives and other key employees by way of (A) implementation of a performance-based share saving program; (B) authorization on directed issues of series C shares; (C) authorization on repurchase of series C shares; and (D) resolution on transfer of own ordinary shares; alternatively (E) resolution on entering into a share swap agreement with a third party

The board of directors proposes that the annual general meeting ("AGM") 2024 resolves to implement a long-term incentive program in the form of a performance-based share saving program for senior executives and other key employees (the "LTI 2024") in accordance with A below.

The resolution, pursuant to section A, shall be conditioned upon that the AGM also resolves on hedging measures in accordance with either sections B - D or, if the majority requirement for sections B - D is not achieved, according to section E. If sections B - D are adopted, section E will lapse. In the event that section A is not adopted, sections B - E will lapse.

1. Implementation of a performance-based share saving program Background and motives
   The AGM of the company has since 2018 (with the exception of the AGM 2022) adopted incentive programs for senior executives and other key employees where the terms mainly correspond to the terms that constitute LTI 2024, which are found below.
   The overall purpose of LTI 2024 is to align the interests of the employees with those of the shareholders and thus ensure a maximum long-term value adding commitment. LTI 2024 is also considered to create a long-term focus on increase in earnings and growth among the participants. LTI 2024 is further considered to facilitate for the company to recruit and retain senior executives and other key employees.
   In light of the above, the terms set out below, the allotment size and other circumstances, the board considers that the proposed LTI 2024 is well-balanced and beneficial for the company and its shareholders.

Terms and conditions for LTI 2024

1. To be entitled to participate in LTI 2024, it is required that the participant has been employed by the company or another company within the Group at the latest on the date of expiration of the Investment Period in accordance with the below. LTI 2024 entails that the participants will invest in ordinary shares in the company ("Saving Shares"). In order to be entitled to participate in LTI 2024, each participant must acquire or allocate the number of Saving Shares which has been specified for each category in the table set out in paragraph 4 below. The investment in Saving Shares shall be made through acquisition of ordinary shares on the stock market or by allocating shares already held by the participant and which have not been used as saving shares in an already existing incentive program. Investment or allocation shall have taken place during period from and including the time the AGM resolves to introduce LTI 2024 up to and including 30 September 2024 (the "Investment Period").
2. If the Saving Shares are retained as from the expiration of the Investment Period to and including 31 December 2027 (the "Saving Period") the participant is entitled to allotment of additional ordinary shares in the company free of charge (the "Performance Shares"), provided that, firstly the performance targets (the "Performance Targets") mentioned below are achieved or exceeded, secondly, that the participant's employment, with the exceptions set out in paragraph 8 below, has not been subject to notice of termination before the expiry of the Saving Period.
3. Regarding the Sales Target and the EBITDA Target listed below, vesting of Performance Shares pertaining to these will occur linearly during the Saving Period starting 1 January 2025, while vesting of Performance Shares pertaining to the Share Price Target specified below will occur at the last day of the Share Price Target's measurement period, i.e. on 31 December 2027.
4. LTI 2024 shall include the following employee categories, which include employees who have been identified as key persons for the company's development in the coming years (some of whom have not been offered participation in previous incentive programs), and the participant shall acquire or allocate the following number of Saving Shares, with the opportunity to be allotted up to the following number of vested Performance Shares per Saving Share:

Position	Number of Saving	Maximum	Total and
	Shares (per	number of	maximum
	participant)	Performance	number of
		Shares per	Performance
		Saving Share	Shares
CEO (1 person)	30,000	3	90,000
CFO (1 person)	15,000	3	45,000
Other senior executives	6,000	3	108,000

2

(6 persons)
Key employees level 1	4,000	3	48,000
(approximately 4
persons)
Key employees level 2	3,000	3	81,000
(approximately 9
persons)
Key employees level 3	2,000	3	36,000
(approximately 6
persons)

1. The final number of Performance Shares vested by each participant shall be rounded downwards to the nearest whole number.
2. The total number of Performance Shares, pursuant to LTI 2024, shall not exceed 408,000.
3. The Performance Targets that have to be achieved or exceeded relate to (i) the share price development of the company's shares (the "Share Price Target"), weighted as 40 percent of Performance Targets, (ii) the net sales for each respective financial year of 2025-2027 (the "Sales Target") weighted as
   40 percent of Performance Targets, and (iii) the EBITDA for each respective financial year of 2025-2027 (the "EBITDA Target") weighted as 20 percent of Performance Targets. Whereby the measurement period for the Sales Target and the EBITDA Target shall be divided with 1/3 for each of the financial years: 2025, 2026 and 2027.
   The Share Price Target relates to the development of the company's share price on Nasdaq Stockholm over the period from the date of the AGM 2024 to and including 31 December 2027. The share price development will be measured based on the volume weighted average share price 30 trading days immediately following the AGM 2024 and 30 trading days immediately preceding 31 December 2027. An increase in the share price with less than 22.5 percent does not entitle to any vesting of any of the Performance Shares pertaining to the Share Price Target and an increase in the share price with 30 percent or more does entitle a vesting of all of the Performance Shares pertaining to the Share Price Target. If the minimum level of 22.5 percent increase in the share price is achieved, half of all Performance shares pertaining to the Share Price Target are vested. In the event of an increase in the share price of between 22.5 and 30 percent, vesting of the Performance Shares pertaining to the Share Price Target will occur linearly between the minimum level and the target level.
   The Sales Target and the EBITDA Target shall be determined by the board of directors annually as soon as possible, at the beginning of each financial year. For each respective target, a minimum level and a target level (maximum) shall be determined for each respective financial year. The minimum level shall be
   75 percent of the target level. If the minimum level is not achieved, no

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