Notice of Annual general meeting in Swedish Orphan Biovitrum AB (publ)

Rhea-AI Summary

The Annual General Meeting (AGM) of Swedish Orphan Biovitrum AB (Sobi) is scheduled for May 9, 2023, at 15:00 in Stockholm. Shareholders can vote in person or by postal voting, with deadlines for participation set on April 28 and May 3, 2023. The agenda includes the presentation of the annual report, election of board members, and approval of incentive programs aimed at aligning employee interests with shareholders. Notably, no dividend is proposed, and the board suggests SEK 1,725,000 for the chairman's fee and SEK 570,000 for other board members. The implementation of management and employee share incentive programs is also on the agenda.

Positive

• Implementation of long-term incentive programs for employees to align interests with shareholders.
• Re-election of experienced board members, including new appointments aimed at strengthening executive oversight.

Negative

• No dividend proposed for shareholders, reflecting potential cash flow concerns.
• Potential dilution of shares by approximately 1.34% due to incentive programs.

STOCKHOLM, March 30, 2023 /PRNewswire/ -- The shareholders in Swedish Orphan Biovitrum AB (publ) (Sobi^®) Reg. No. 556038-9321, are hereby summoned to the Annual General Meeting (the "Meeting"), to be held on Tuesday, 9 May 2023 at 15.00 at IVA Konferenscenter, Grev Turegatan 16, Stockholm, Sweden.

The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the Meeting also by postal voting in accordance with the regulations in Sobi's Articles of Association.

Right to participate and registration

(A) Participation at the meeting venue

A person who wishes to attend the meeting venue in person or by proxy must

• be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Friday, 28 April 2023, and
• give notice of participation no later than Wednesday, 3 May 2023, at Euroclear Sweden AB's website https://anmalan.vpc.se/euroclearproxy?sprak=1, by mail to Swedish Orphan Biovitrum AB (publ), "Annual General Meeting", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, by e-mail generalmeetingservice@euroclear.com or by phone no. +46 8 402 92 27. The notification shall set forth the name, address, telephone number (daytime), personal/corporate identity number and, when applicable, information about the number of assistants (not more than two).

If the shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder shall be issued for the proxy. Proxy forms are available at the company's website www.sobi.com. If the power of attorney has been issued by a legal entity, a registration certificate or corresponding authorisation must be enclosed. In order to facilitate registration at the Meeting, the power of attorney, registration certificate and other authorisation documents should be sent to the company at the address stated above in connection with the notice of participation.

(B) Participation by postal voting

A person who wishes to participate in the Annual General Meeting by postal voting must 

• be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Friday, 28 April 2023, and
• give notice of participation no later than Wednesday, 3 May 2023 by casting its postal vote in accordance with the instructions below so that the postal voting form is received by Euroclear Sweden AB no later than that day.

Shareholders who wish to attend the meeting venue in person or by proxy must give notice in accordance with (A) above. Hence, a notice of participation only through postal voting is not sufficient for a person who wishes to attend the meeting venue.

A special form shall be used for postal voting. The postal voting form is available at the company's website www.sobi.com.

The completed and signed postal voting form may be sent by mail to Swedish Orphan Biovitrum AB (publ), "Annual General Meeting", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by email to generalmeetingservice@euroclear.com. Shareholders may also submit their postal votes electronically through verification with BankID via Euroclear Sweden AB's website https://anmalan.vpc.se/euroclearproxy?sprak=1. The completed form must be received by Euroclear Sweden AB no later than 3 May 2023.

The shareholder may not provide specific instructions or conditions to the postal voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the postal voting form and at https://anmalan.vpc.se/euroclearproxy?sprak=1.

If the shareholder submit its postal vote by proxy, a written and dated power of attorney signed by the shareholder shall be enclosed with the postal voting form. Proxy forms are available at the company's website www.sobi.com. If the shareholder is a legal entity, a registration certificate or corresponding authorisation must be enclosed with the form.

Nominee registered shares

In order to be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of 28 April 2023. Such re-registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee's routines, at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than 3 May 2023 will be taken into account in the presentation of the share register.

Proposed agenda

1.  Opening of the Meeting. 

2.  Election of the chairman of the Meeting.   

3.  Preparation and approval of the voting list.      

4.  Approval of the agenda.

5.  Election of one or several persons to verify the minutes. 

6.  Determination of whether the Meeting has been duly convened.  

7.  Presentation of the annual report and the auditor's report as well as the consolidated accounts and the auditor's report for the group, and of the auditor's statement regarding whether the company has adhered to the guidelines for compensation of senior executives. 

8.  Presentation by the CEO.  

9.  Presentation of the work performed by the Board of Directors and its committees.

10.  Resolution regarding adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet.  

11.  Resolution regarding appropriation of the company's profit or loss in accordance with the adopted balance sheet.

12.  Resolution regarding discharge from liability of the members of the Board of Directors and the CEO.

13.  Determination of fees to be paid to the members of the Board of Directors and to the auditor.

14.  Determination of the number of directors and deputy directors and auditors and deputy auditors.

15.  Election of the chairman, the members of the Board of Directors and the auditor.   

     a.  Election of Annette Clancy as member of the Board of Directors (re-election);   

     b.  Election of Bo Jesper Hansen as member of the Board of Directors (re-election);

     c.  Election of Helena Saxon as member of the Board of Directors (re-election);  

     d.  Election of Staffan Schüberg as member of the Board of Directors (re-election);    

     e.  Election of Filippa Stenberg as member of the Board of Directors (re-election);  

     f.  Election of Christophe Bourdon as member of the Board of Directors (new election);    

     g.  Election of Anders Ullman as member of the Board of Directors (new election);

     h.  Election of Bo Jesper Hansen as the chairman of the Board of Directors (new election); and   

     i.  Election of Ernst & Young AB as the auditor (re-election).      

16.  Resolution on approval of the remuneration report. 

17.  Resolution regarding the implementation of a Management Programme and an All Employee Programme in accordance with A.I and A.II, respectively, and hedging arrangements in respect thereof in accordance with B.I and B.II, respectively, or C.

18.  Resolution regarding approval for the Board of Directors to authorise the issuance of new shares and/or convertible bonds and/or warrants.

19.  Resolution regarding transfer of own shares.

20.  Closing of the Meeting.

Election of the chairman of the Meeting (item 2)

The Nomination Committee of Swedish Orphan Biovitrum AB (publ), which consists of Petra Hedengran, chairman (Investor AB), Håkan Björklund (chairman of the Board of Directors), Thomas Ehlin (The Fourth Swedish National Pension Fund (AP4)) and Lennart Francke (Swedbank Robur Fonder AB), proposes that attorney-at-law Eva Hägg from Mannheimer Swartling Advokatbyrå is elected chairman of the Meeting.

Preparation and approval of the voting list (item 3)

The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the company, based on the Annual General Meeting's register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.

Appropriation of the company's profit or loss in accordance with the adopted balance sheet (item 11)

The Board of Directors proposes no dividend and that the company's retained profits are carried forward.

Fees for the members of the Board of Directors and the auditor (item 13)

The Nomination Committee proposes the following:

-  that fees to be paid to the Board of Directors should be SEK 1,725,000 (1,675,000) to the chairman of the Board of Directors and SEK 570,000 (550,000) to each of the other members of the Board of Directors elected by the Annual General Meeting, that fees for work in the Audit Committee should be SEK 190,000 (185,000) to the chairman and SEK 110,000 (unchanged) to each other member of such committee, that fees for work in the Compensation & Benefits Committee should be SEK 125,000 (120,000) to the chairman and SEK 80,000 (70,000) to each other member of such committee and that fees for work in the Science Committee should be SEK 125,000 (120,000) to the chairman and SEK 80,000 (70,000) to each other member of such committee, that fees for work in another committee in accordance with a decision by the Board of Directors should be SEK 80,000 to each member of that committee,

-  that, in addition to the fees proposed above, for each physical meeting of the Board of Directors held in Sweden, a meeting fee of SEK 20,000 (unchanged) is paid to the members of the Board of Directors that reside in Europe outside the Nordic countries and a meeting fee of USD 3,500 (unchanged) is paid to the members of the Board of Directors that reside outside Europe, and

-  that the fees to the auditor should be paid in accordance with normal standards and approved invoice.

The number of members of the Board of Directors, deputy directors, auditors and deputy auditors (item 14)

The Nomination Committee proposes the following:

-  that seven ordinary members of the Board of Directors without deputies should be appointed, and

-  that one auditor without any deputy auditor should be appointed.

Election of the chairman, the members of the Board of Directors and the auditor (item 15)

The Nomination Committee proposes the following:

-  that Annette Clancy, Bo Jesper Hansen, Helena Saxon, Staffan Schüberg and Filippa Stenberg should be re-elected as ordinary members of the Board of Directors, that Christophe Bourdon and Anders Ullman should be elected as new ordinary members of the Board of Directors and that Bo Jesper Hansen should be elected as new chairman of the Board of Directors, and

-  that Ernst & Young AB should be re-elected as auditor of the company until the end of the Annual General Meeting 2024, in accordance with the Audit Committee's recommendation.

Christophe Bourdon

Christophe Bourdon (born 1970) holds an MBA from International Institute for Management (IMD) Business School, Switzerland, and a BA from ISG Business School, France.

Christophe is CEO of Leo Pharma A/S. His previous experience includes CEO of Orphazyme A/S, Senior Vice President, General Manager, U.S Oncology Business and member of the Operating Team at Amgen Inc. and Senior Vice President of Europe, Middle East, Africa and Canada at Alexion, as well as other key roles within the international pharmaceutical industry.

Anders Ullman

Anders Ullman (born 1956) holds an MD and PhD in Clinical Pharmacology from the University of Gothenburg, Sweden.

Anders is a board member of Verona Pharma plc.

Anders was Head of Research & Development and Medical Affairs and Chief Medical Officer at Sobi from January 2022 until 31 March 2023. For transitional purposes, Anders remains employed by Sobi until summer 2023, but not as a member of the executive committee. Prior to his employment with Sobi, Anders was a board member of Sobi from May 2021 to December 2021. He was previously a board member of NeuroSearch and of PExA. He was also the head of the COPD Centre at Sahlgrenska University Hospital. He has more than 20 years of experience from several executive positions within research and development in the international pharmaceutical industry, including Baxter Bioscience, Nycomed/Takeda, Biovitrum, Bayer Pharmaceuticals and AstraZeneca.

The Nomination Committee recommends the elected board members to build their own holdings of shares in the company

Similar to previous years, the Nomination Committee recommends the Board of Directors of Swedish Orphan Biovitrum AB (publ) to establish a shareholding policy pursuant to which the members of the Board of Directors, who do not already have such holding, are expected to, over a five year period, acquire an ownership in Swedish Orphan Biovitrum AB (publ) shares with a market value which is expected to correspond to at least one year board remuneration, before taxes, excluding remuneration for committee work.

Implementation of a Management Programme and an All Employee Programme in accordance with A.I and A.II, respectively, and hedging arrangements in respect thereof in accordance with B.I and B.II, respectively, or C (item 17)

Background

The Board of Directors of Swedish Orphan Biovitrum AB (publ) ("Sobi") proposes that the Annual General Meeting 2023 resolves on the implementation of long-term incentive programmes, giving all permanent employees of the Sobi Group the opportunity of becoming shareholders in Sobi. A division into two parts is proposed: (I) one part directed to managers and executives (the "Management Programme") and (II) one part directed to all other employees (the "All Employee Programme", jointly with the Management Programme, the "Programmes"), with separate resolutions on each part.

The overall purpose of the Programmes is to closely align the employees' interests with those of the shareholders and to create a long-term commitment to Sobi. The Management Programme provides Sobi with a crucial component of a competitive total remuneration package with which to attract and retain executives who are critical to Sobi's long-term success. The purpose of the All Employee Programme is to create commitment and motivation for the entire permanent workforce of the Sobi Group. For these reasons the Board of Directors considers that having recurring long-term incentive programmes is a vital and important part of Sobi's total remuneration package.

The Board of Directors of Sobi has evaluated the long-term incentive programmes approved by the Annual General Meeting 2022 and has concluded that the All Employee Programme as well as the Management Programme work well and satisfy the intended purposes.

Similar to the incentive programmes approved by the Annual General Meeting 2022, the Programmes shall be inspiring, achievable, easy to understand, cost effective to administer, easy to communicate and in line with market practice. Following implementation of the Programmes, the Board of Directors intends to carry out an evaluation thereof in order to systematically analyse the achieved results in relation to the aims outlined above. The aim of the evaluation will be to determine whether the Programmes satisfies their purposes, and this will also include a review of the outcome and the costs for the Programmes.

A.  Implementation of the Programmes

The Board of Directors proposes that the Annual General Meeting 2023 resolves on implementation of the Programmes in accordance with the principal terms and conditions set out below:

I.  The Management Programme

It is proposed that the Management Programme be open to no more than 341 permanent employees of the Sobi Group, whereof no more than 270 employees on director level of the Sobi Group ("Band D"), no more than 40 employees on vice president level of the Sobi Group ("Band C"), no more than 15 pre-selected key employees of the Sobi Group ("Band B2"), no more than 15 employees who are members of the Executive Committee of the Sobi Group ("Band B1") and the CEO of Sobi ("CEO"), on the following terms and conditions and the terms and conditions set out in item A.III below.

Performance shares

a)  Each participant in Band D, Band C, Band B2, Band B1 and the CEO will free of charge receive a performance share award under the Management Programme ("LTIP Award") entitling the participant to receive an allocation of a number of Sobi common shares free of charge from Sobi or from a designated third party, subject to the satisfaction of the condition in section e) below as well as the satisfaction of the performance conditions set out in section c) below ("Management Performance Shares"). Any Management Performance Shares will be allocated after the expiration of the three-year vesting period beginning on the date that Sobi starts inviting the employees in Band D, Band C, Band B2, Band B1 and the CEO to participate in the Management Programme (the "Vesting Period"). Sobi must invite the employees in Band D, Band C, Band B2, Band B1 and the CEO to participate in the Management Programme no later than on 31 December 2023.

b)  The value of the underlying shares at the time of grant in respect of each LTIP Award will amount to (i) 150% of the gross annual fixed salary in 2023 for the CEO, (ii) 75% of the gross annual fixed salary in 2023 for each Band B1 participant, on an individual basis, (iii) 75% of the gross annual fixed salary in 2023 for each Band B2 participant, on an individual basis, (iv) the sum of 37.5% of the average gross annual fixed salary in 2023 for Band C participants and 37.5% of the gross annual fixed salary in 2023 for each Band C participant, on an individual basis, and (v) 35% of the average gross annual fixed salary in 2023 for Band D participants. The share price used to calculate the value of the underlying shares in respect of each LTIP Award, and hence the number of shares to which each LTIP Award entitles, shall be the volume-weighted average price paid for the Sobi common share on Nasdaq Stockholm, adjusted for any dividend payments, during a period of ten trading days in connection with the commencement of the Vesting Period.

c)  The portion (if any) of an LTIP Award that will vest at the end of the Vesting Period is based on and subject to the satisfaction of the following performance conditions:

Absolute TSR^[1] increase

60% of an LTIP Award granted to a participant will be subject to satisfaction of certain levels of absolute TSR increase over the Vesting Period. In order for any vesting related to absolute TSR increase to occur, the TSR must increase by more than 10% over the Vesting Period. In order for full vesting related to absolute TSR increase to occur, the TSR must increase by at least 40% over the Vesting Period. If the TSR increase is between 10% and 40% over the Vesting Period, a linear vesting related to absolute TSR increase will occur. The calculation of the TSR shall for the purpose of the TSR performance condition be based on a comparison of the volume-weighted average price paid for the Sobi common share on Nasdaq Stockholm, adjusted for any dividend payments, during a period of ten trading days in connection with the start of the Vesting Period and the volume-weighted average price paid for the Sobi common share on Nasdaq Stockholm, adjusted for any dividend payments, during the last ten trading days of the Vesting Period.

Annual revenues

40% of an LTIP Award granted to a participant will be subject to the Sobi Group's actual annual revenues reaching or exceeding the Sobi Group's target annual revenues for the Management Programme as set by the Board of Directors each year. A comparison shall be made for each of the financial years 2023, 2024 and 2025. If the threshold is reached or exceeded for a financial year, full vesting related to annual revenues in respect of that financial year will occur (i.e. 1/3 of 40%). If the threshold is not reached for a financial year, no vesting related to annual revenues in respect of that financial year will occur.

d)  Management Performance Shares may be allocated only after the expiration of the Vesting Period, unless the Board of Directors of Sobi in an individual case resolves otherwise.

e)  In order for a Management Programme participant to be allocated Management Performance Shares it is a condition that, with certain specific exemptions, he/she has been permanently employed within the Sobi Group for the duration of the whole Vesting Period.

f)  If significant changes in the Sobi Group or in the market occur which, in the opinion of the Board of Directors, would result in a situation where the conditions for allocation of Management Performance Shares become unreasonable, the Board of Directors shall be entitled to make adjustments to the Management Programme, including, among other things, be entitled to resolve on a reduced allocation of Management Performance Shares, or that no Management Performance Shares shall be allocated at all.

Employee stock options

a)  In addition to the LTIP Award, the CEO as well as Band B1 and Band B2 participants (approximately 31 employees in total) shall free of charge be awarded employee stock options ("Options").

b)  The Options shall not be deemed securities and shall be non-transferable.

c)  The Options shall be awarded as soon as possible after the Annual General Meeting 2023. For new employees awards may take place at a later point in time but no later than on 31 December 2023.

d)  Each Option shall entitle the holder to acquire one Sobi common share ("Option Share") at a strike price equivalent to 105% of the volume-weighted average price paid for the Sobi common share at Nasdaq Stockholm, adjusted for any dividend payments, during a period of ten trading days in connection with the commencement of the Vesting Period (the "Strike price"). The Strike Price shall be rounded to the nearest SEK 0.01, whereby SEK 0.005 shall be rounded upwards. The Strike price and the number of Option Shares that may be acquired for each Option will be subject to recalculation as a result of intervening bonus issues, splits, rights issues and/or other similar corporate events.

e)  The value of each award of Options will amount to (i) 150% of the gross annual fixed salary in 2023 for the CEO, (ii) 75% of the gross annual fixed salary in 2023 for each Band B1 participant, on an individual basis and (iii) 75% of the gross annual fixed salary in 2023 for for each Band B2 participant, on an individual basis. The valuation of the Options will be carried out pursuant to Black & Scholes. The aggregate number of Options awarded will not exceed 1,647,605 and amount to:

CEO: no more than 266,648 Options.

Band B1: no more than between 28,491 and 93,128 Options per person, depending on the size of the gross annual fixed salary in 2023.

Band B2: no more than between 15,669 and 59,501 Options per person, depending on the size of the gross annual fixed salary in 2023.

f)  Each holder of Options shall be entitled to exercise the Options as from the third anniversary of the award date, up to and including the fifth anniversary of the award date ("Exercise Period"), subject to satisfaction of the condition in section h) below as well as the satisfaction of the performance condition set out in section g) below. In accordance with customary terms and conditions, it shall be possible to exercise the Options prematurely in the event of, inter alia, compulsory redemption of shares, liquidation or merger.

g)  The vesting of Options will be subject to the Sobi Group's actual average revenues reaching or exceeding the Sobi Group's average target revenues for the Management Programme as set by the Board of Directors each year over the financial years 2023-2025. If the threshold is reached or exceeded, full vesting of Options will occur. If the threshold is not reached, no vesting of Options will occur.

h)  In order for a Management Programme participant to be eligible to exercise Options it is a condition that, with certain specific exemptions, he/she has been permanently employed within the Sobi Group from the start of the Vesting Period up until the time of exercise of Options.

i)  If significant changes in the Sobi Group or in the market occur which would result in a situation where the Board of Directors considers the number of Options subject to exercise to be unreasonable, the Board of Directors shall be entitled to reduce the number of Options subject to exercise. Such reduction may result in the number of Options subject to exercise being reduced to zero. Further, the value of each Sobi common share received upon exercise of Options shall be capped to three times the Strike price, meaning that the number of Sobi common shares delivered to Management Program participants upon exercise of Options may be reduced.

II.  The All Employee Programme

It is proposed that the All Employee Programme be open to approximately 825 permanent employees of the Sobi Group ("Employees"), on the following terms and conditions and the terms and conditions set out in item A.III below.

a)  The All Employee Programme will require Employees to make investments of their own in common shares in Sobi on Nasdaq Stockholm ("Employee Investment Shares"). For each Employee Investment Share, the Employees will have the possibility to be allocated two common shares in Sobi free of charge ("Employee Matching Shares"), from Sobi or from a designated third party. The Employee Matching Shares will be allocated following expiration of the three-year vesting period beginning on the date that Sobi starts inviting the Employees to participate in the All Employee Programme (the "Vesting Period"). Sobi must invite the Employees to participate in the All Employee Programme no later than on 31 December 2023.

b)  The maximum number of Employee Investment Shares each Employee may invest in depends on the gross annual average fixed salary for Employees in 2023. Employee Investment Shares may be acquired for an amount corresponding to no more than 2.5% of the gross annual average fixed salary for Employees in 2023.

c)  All Employee Programme participants must purchase Employee Investment Shares in connection with the start of the Vesting Period.

d)  Employee Matching Shares may be allocated only after the expiration of the Vesting Period, unless the Board of Directors of Sobi in an individual case resolves otherwise.

e)  In order for an All Employee Programme participant to be allocated Employee Matching Shares it is a condition that, with certain specific exemptions, he/she has been permanently employed within the Sobi Group for the duration of the whole Vesting Period and that the participant, until the expiration of this Vesting Period, has retained the Employee Investment Shares purchased. Any disposal of Employee Investment Shares prior to the expiration of the Vesting Period will generally result in no Employee Matching Shares being allocated.

III.  Terms and conditions applying to the Management Programme and the All Employee Programme

a)  The Board of Directors shall be authorised to establish the detailed terms and conditions for the Programmes. The Board of Directors may, in that regard, make necessary or appropriate adjustments to satisfy certain regulations or market conditions outside Sweden, including, among other things, to offer cash settlement.

b)  Participation in the Programmes presupposes that such participation is legally possible in the various jurisdictions concerned and that the administrative costs and financial efforts are reasonable in the opinion of the Board of Directors.

c)  The Programmes shall jointly comprise no more than 4,038,431 common shares in Sobi, of which 1,413,067 constitute Management Performance Shares, 1,647,605 constitute Option Shares and 143,550 constitute Employee Matching Shares. The remaining 834,209 common shares in Sobi are such shares that may be transferred by Sobi in order to cover the cash flow effects associated with the Programmes, primarily social security charges.

d)  The number of Employee Matching Shares, Option Shares and Management Performance Shares, will be subject to recalculation as a result of intervening bonus issues, splits, rights issues and/or other similar corporate events.

Costs for the Programmes etc.

The costs for the Programmes, which are charged in the profit and loss account, are calculated according to the accounting standard IFRS 2 and distributed on a linear basis over the Vesting Period. The calculation has been made based on the following assumptions: (i) a market price of the Sobi common share of SEK 234, (ii) no dividend is paid by Sobi during the Programmes, (iii) an assessment of future volatility in respect of the Sobi common share, (iv) full vesting of Management Performance Shares related to annual revenues will occur, and (v) full vesting of Options. In total, this can lead to maximum costs for the Programmes of approximately SEK 273.9 million, excluding social security costs. The costs for social security charges are calculated to approximately SEK 117.7 million assuming an annual share price increase of 10% during the Vesting Period. In addition to what is set forth above, the maximum costs for the Programmes have been based on a share price of SEK 234 at the time of the commencement of the Vesting Period, that the Programmes comprise 1,166 participants in total, that each All Employee Programme participant makes a maximum investment and based on historical employee turnover for the Sobi Group of 12%. If the share price increases from SEK 234 with 10% until the implementation of the Programmes the effect on costs would only be marginal as the number of Employee Matching Shares, Management Performance Shares and Option Shares would be reduced correspondingly. Also in case of a decrease in the share price the effect on costs would be marginal. Based on the assumptions above the annual costs for the Programmes, including social security charges, corresponds to approximately 3.6% of Sobi's total annual employee costs.

If the Programmes had been implemented in 2022, if the company had had costs in accordance with the example in the preceding paragraph, and Employee Matching Shares, Management Performance Shares and Option Shares had been allocated in 2022 in accordance with the assumptions in the sample calculation, which among other things assumes an annual share price increase of 10% during the Vesting Period, the earnings per share for the financial year 2022 had decreased by SEK 0.47 to SEK 8.45 and the shareholders' equity per share for the financial year 2022 had decreased by SEK 1.18 to SEK 84.42.

Dilution

Upon full allocation of Employee Matching Shares, Management Performance Shares and Option Shares, the number of shares under the Programmes amounts to 3,204,222 common shares in Sobi, corresponding to a dilution effect of approximately 1.07% of the share capital and the votes. Aggregated with the 834,209 shares that may be transferred in order to cover the cash flow effects associated with the Programmes, primarily social security charges, the maximum dilution effect of the Programmes amounts to approximately 1.34% of the share capital and the votes. If all outstanding long-term incentive programmes are included in the calculation, then the corresponding maximum level of dilution amounts to 4.57%.

Hedging arrangements

The Board of Directors has considered different methods for transfer of shares under the Programmes, in order to implement the Programmes in a cost-effective and flexible manner. The Board of Directors has found the most cost-effective alternative to be, and thus proposes that the Annual General Meeting as a main alternative, with separate resolutions for the Management Programme and the All Employee Programme, resolves on (i) a directed issue of redeemable and convertible series C shares and (ii) an authorisation for the Board of Directors to resolve on the repurchase of all issued redeemable and convertible series C shares. Following conversion to common shares in Sobi, the shares are intended to be transferred to the participants of the Programmes as well as transferred on a regulated market in order to cover the cash flow effects associated with the Programmes, primarily social security charges. For this purpose, the Board of Directors further proposes that the Annual General Meeting, with separate resolutions for the Management Programme and the All Employee Programme, resolves (iii) on transfers of own common shares free of charge to the participants of the Programmes. As further described in item B.I.iii) and B.II.iii), respectively, below, the Board of Directors proposes that shares acquired for the purpose of securing Sobi's obligations under previous incentive programmes also may be transferred under the Programmes. The detailed conditions for the Board of Directors' main alternative are set out in item B.I and B.II, respectively, below.

Since the Programmes, in principle, are not expected to give rise to any initial social security payments for the Sobi Group, the Board of Directors has decided not to propose to the Annual General Meeting 2023 to resolve on transfers of own common shares on a regulated market in order to cover such payments. However, prior to the transfers of common shares to the participants of the Programmes, the Board of Directors intends to propose to the Annual General Meeting 2025 that transfers be made of own common shares on a regulated market in order to cover such costs.

Should the majority required under item B.I or B.II below not be reached, the Board of Directors proposes that Sobi shall be able to enter into an equity swap agreement with a third party, in accordance with item C. below.

Preparations of the proposal

The Compensation & Benefits Committee of Sobi has prepared guidelines for the proposed Programmes. These guidelines have been presented for and adopted by the Board of Directors.

The Board of Directors has established shareholding guidelines which recommend that the CEO and other members of the Executive Committee (Band B1 participants) accumulate personal holdings in Sobi shares representing a value of an annual gross base salary for the CEO and 50% of an annual gross base salary for other members of the Executive Committee, by maintaining Sobi shares already held as well as Sobi shares allocated under the Programmes and under previous incentive programmes. It is recommended that the personal holding of shares is established within three years from being appointed Executive Committee Member. It is recommended that the CEO and other Executive Committee members maintain shares of such a value for the duration of their appointment as CEO or other Executive Committee member.

Hedging arrangements in respect of the Programmes

B.  Directed issue of redeemable and convertible series C shares, authorisation for the Board of Directors to resolve to repurchase all issued redeemable and convertible series C shares and transfers of own common shares to the participants of the Programmes

I.  Management Programme

i) Resolution on a directed issue of redeemable and convertible series C shares

Increase of Sobi's share capital by no more than SEK 840,624.46 through an issue of no more than 1,532,014 series C shares in Sobi. The issue shall be effected on the following terms:

     a)  The new shares shall – with deviation from the shareholders' preferential right to subscribe for shares – be subscribed for only by an external party who has been informed in advance.

     b)  The price to be paid for each new share shall correspond to the quotient value of the share at the time of the subscription of the shares.^[2] 

     c)  The new shares shall be subscribed for during the period 10 May – 9 November 2023. Oversubscription is not permitted.

     d)  Payment for shares subscribed for shall be effected at subscription of the shares.

     e)  The new shares shall be entitled to dividends from and including the financial year 2023.

     f)  The new shares will be subject to restrictions as set forth in Chapter 4, Section 6 (conversion provision) and Chapter 20, Section 31 (redemption provision) in the Swedish Companies Act (SFS 2005:551).

ii) Authorisation for the Board of Directors to decide on a repurchase of all issued redeemable and convertible series C shares

Authorisation for the Board of Directors to decide on a repurchase of all issued redeemable and convertible series C shares in Sobi on the following terms:

     a)  Repurchase may be made through a public offer directed to all owners of series C shares in Sobi.

     b)  The authorisation is valid and may be exercised on one or several occasions until the Annual General Meeting 2024.

     c)  The number of series C shares permitted to be repurchased shall amount to no more than 1,532,014.

     d)  Repurchase of shares shall be made at a lowest price per share of 100% and a highest price of 105% of the quotient value, applicable at the time of the subscription of shares according to section B.I.i) above.

     e)  Payment for shares repurchased shall be made in cash.

     f)  The Board of Directors shall be authorised to establish additional terms for the repurchase.

     g)  Repurchase shall also include a so-called interim share, designated by Euroclear Sweden AB as a "paid subscription share" (Sw. BTA) relating to a series C share.

The repurchase of own shares is an integrated part of the hedging arrangements for the Management Programme. The reason for the proposed possibility to repurchase own shares is that Sobi shall be able to fulfil its obligations pursuant to the Management Programme in a cost-effective manner.

iii) Resolution on transfers of own common shares to the participants of the Management Programme

Series C shares have been issued and repurchased by Sobi under previous incentive programmes for the purpose of securing Sobi's obligations under such programmes. Those shares have been converted to common shares. Full allocation of shares will not take place under these programmes and, accordingly, all shares will not be required to secure the obligations under such programmes. The Board of Directors proposes that 2,317,763 common shares, which are no longer required to secure the obligations of Sobi under previous incentive programmes, together with the shares issued and repurchased in accordance with items B.I.i) and B.I.ii) above, following conversion to common shares, may be transferred under the Management Programme.

Transfers of Sobi's own common shares to the participants of the Management Programme may be made on the following terms:

     a)  Transfers may be made only of common shares in Sobi, whereby a maximum of 3,060,672 common shares in Sobi (corresponding to 1,413,067 Management Performance Shares and 1,647,605 Option Shares) may be transferred free of charge to participants of the Management Programme.

     b)  Right to purchase common shares in Sobi free of charge shall – with deviation from the shareholders' preferential rights – be granted to such persons within the Sobi Group who are participants in the Management Programme.

     c)  Transfers of common shares in Sobi shall be made free of charge at the time and on the other terms that the Management Programme's participants are entitled to be allocated shares.

     d)  The number of common shares in Sobi that may be transferred under the Management Programme will be subject to recalculation as a result of intervening bonus issues, splits, rights issues and/or other similar corporate events.

II.  All Employee Programme

i) Resolution on a directed issue of redeemable and convertible series C shares

Increase of Sobi's share capital by no more than SEK 103,515.49 through an issue of no more than 188,654 series C shares in Sobi. The issue shall be effected on the following terms:

     a)  The new shares shall – with deviation from the shareholders' preferential right to subscribe for shares – be subscribed for only by an external party who has been informed in advance.

     b)  The price to be paid for each new share shall correspond to the quotient value of the share at the time of the subscription of the shares.^[3]

     c)  The new shares shall be subscribed for during the period 10 May – 9 November 2023. Oversubscription is not permitted.

     d)  Payment for shares subscribed for shall be effected at subscription of the shares.

     e)  The new shares shall be entitled to dividends from and including the financial year 2023.

     f)  The new shares will be subject to restrictions as set forth in Chapter 4, Section 6 (conversion provision) and Chapter 20, Section 31 (redemption provision) in the Swedish Companies Act (SFS 2005:551).

ii) Authorisation for the Board of Directors to decide on a repurchase of all issued redeemable and convertible series C shares

Authorisation for the Board of Directors to decide on a repurchase of all issued redeemable and convertible series C shares in Sobi on the following terms:

     a)  Repurchase may be made through a public offer directed to all owners of series C shares in Sobi.

     b)  The authorisation is valid and may be exercised on one or several occasions until the Annual General Meeting 2024.

     c)  The number of series C shares permitted to be repurchased shall amount to no more than 188,654.

     d)  Repurchase of shares shall be made at a lowest price per share of 100% and a highest price of 105% of the quotient value, applicable at the time of the subscription of shares according to section B.II.i) above.

     e)  Payment for shares repurchased shall be made in cash.

     f)  The Board of Directors shall be authorised to establish additional terms for the repurchase.

     g)  Repurchase shall also include a so-called interim share, designated by Euroclear Sweden AB as a "paid subscription share" (Sw. BTA) relating to a series C share.

The repurchase of own shares is an integrated part of the hedging arrangements for the All Employee Programme. The reason for the proposed possibility to repurchase own shares is that Sobi shall be able to fulfil its obligations pursuant to the All Employee Programme in a cost-effective manner.

iii) Resolution on transfers of own common shares to the participants of the All Employee Programme

The Board of Directors proposes that the shares issued and repurchased in accordance with items B.II.i) and B.II.ii) above, following conversion to common shares, may be transferred under the All Employee Programme.

Transfers of Sobi's own common shares to the participants of the All Employee Programme may be made on the following terms:

     a)  Transfers may be made only of common shares in Sobi, whereby a maximum of 143,550 common shares in Sobi (all Employee Matching Shares) may be transferred free of charge to participants of the All Employee Programme.

     b)  Right to purchase common shares in Sobi free of charge shall – with deviation from the shareholders' preferential rights – be granted to such persons within the Sobi Group who are participants in the All Employee Programme.

     c)  Transfers of common shares in Sobi shall be made free of charge at the time and on the other terms that the All Employee Programme's participants are entitled to be allocated shares.

     d)  The number of common shares in Sobi that may be transferred under the All Employee Programme will be subject to recalculation as a result of intervening bonus issues, splits, rights issues and/or other similar corporate events.

C.  Equity swap agreement with a third party

Should the majority required under item B.I and/or B.II above not be reached, the Board of Directors proposes that the Annual General Meeting resolves that the expected financial exposure of the Management Programme (if the required majority is not obtained for item B.I) and/or the All Employee Programme (of the required majority is not obtained for item B.II) shall be hedged by Sobi being able to enter into an equity swap agreement with a third party on terms in accordance with market practice, whereby the third party in its own name shall be entitled to acquire and transfer common shares in Sobi to participants of the Programmes.

Conditions

The Annual General Meeting's resolution on the implementation of the Management Programme according to item A.I above is conditional upon the Annual General Meeting either resolving in accordance with the Board of Directors' proposal under item B.I above or in accordance with the Board of Directors' proposal under item C above, and the Annual General Meeting's resolution on the implementation of the All Employee Program according to item A.II above, is conditional upon the Annual General Meeting either resolving in accordance with the Board of Directors' proposal under item B.II above or in accordance with the Board of Directors' proposal under item C. above.

Majority requirements, etc.

Each of the Annual General Meeting's resolutions according to item A.I and item A.II above requires a simple majority of the votes cast. A valid resolution under item B.I above and B.II above respectively, requires that shareholders representing not less than nine-tenths of the votes cast as well as of the shares represented at the Annual General Meeting approve the resolution. A valid resolution under item C. above requires a simple majority of the votes cast.

The issues, repurchases and transfers of shares in Sobi described above are integral parts of the proposed Programmes. Therefore, and in light of the above, the Board of Directors considers it to be advantageous for Sobi and the shareholders that the Programmes' participants are invited to become shareholders in Sobi.

For the purpose of minimising Sobi's costs for the Programmes, the subscription price has been set at the quotient value of the share.

Previous incentive programmes in Sobi

For a description of the company's other long-term incentive programmes, reference is made to the company's annual report for 2022, note 10, and the company's website, www.sobi.com. No other long-term incentive programmes than those described herein or in the annual report for 2022, note 10, have been implemented in Sobi.

Authorisation for the CEO

The Board of Directors proposes that the CEO shall be authorised to make the minor adjustments to the above resolution regarding the directed issues of redeemable and convertible series C shares in connection with the registration thereof with the Swedish Companies Registration Office (Sw: Bolagsverket) and Euroclear Sweden AB.

Approval to authorise the issuance of new shares and/or convertible bonds and/or warrants (item 18)

The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to resolve, on one or several occasions, prior to the next Annual General Meeting, on a pre-emptive or non-pre-emptive basis, on the issuance of shares and/or convertible bonds and/or warrants. Such resolution may provide for payment in kind, payment against set-off of claims and/or on other conditions. The number of shares that may be issued, the number of shares that convertible bonds may be converted into and the number of shares that may be subscribed for by the exercise of warrants may not exceed 34,400,000 shares in total.

If the authorisation is exercised in full, the dilution would amount to approximately 10% of the number of shares in the company (counted after the authorisation has been fully exercised).

The Board of Directors, or any person appointed by it, is authorised to make any minor adjustments to the resolution that may be necessary to enable registration with the Swedish Companies Registration Office.

Majority requirements, etc.

The purpose of the authorisation is to enable payment through the issuance of own financial instruments in connection with possible transactions that the company may make as well as to raise capital in order to finance completed or future transactions that the company may make. A valid resolution in accordance with the Board of Directors' proposal requires that shareholders representing at least two-thirds of both the number of votes cast and the shares represented at the Annual General Meeting support the resolution.

Transfer of own shares (item 19)

The Board of Directors proposes that the Annual General Meeting resolves that not more than 556,986 common shares may, prior to the Annual General Meeting 2024, be transferred for the purpose of covering certain payments, primarily social security charges that may occur in relation to the incentive programmes 2019 and 2020. Transfer of shares shall be effected on Nasdaq Stockholm at a price within the, at each time, prevailing price interval for the share. The number of shares that may be transferred shall be subject to recalculation in the event of an intervening bonus issue, split, rights issue and/or other similar events.

Majority requirements, etc.

The purpose of the Board of Directors' proposal to transfer shares is to secure for future cash flow effects due to payments of social security costs connected with the incentive programmes 2019 and 2020. A valid resolution requires approval of shareholders representing at least two-thirds of the votes cast as well as the shares represented at the Annual General Meeting.

Shares and votes

As per the date of this notice there are 309,804,782 shares issued in the company. All shares are common shares representing one vote each. The company holds 13,191,257 own common shares, which cannot be represented at the Meeting.

Documents

Information regarding all board members proposed to the Board of Directors of Swedish Orphan Biovitrum AB (publ), the Nomination Committee's proposal and motivated opinion as well as proxy and postal voting forms are available on the company's website. The annual report, the audit report, and other documents that shall be held available for the shareholders pursuant to the Swedish Companies Act will be available at the company's head office at Tomtebodavägen 23A, in Solna, Sweden, and at the company's website, www.sobi.com, by Tuesday, 18 April 2023 at the latest. The documents will also be sent without charge to those shareholders who so request and who inform the company of their postal address.

Information at the Annual General Meeting

The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the company's or its subsidiaries' financial situation or the company's relation to other companies within the group. Shareholders may submit questions in advance by sending them to Swedish Orphan Biovitrum AB (publ), "Annual General Meeting", SE-112 76 Stockholm or by email: ir@sobi.com.

Processing of personal data

For information on how personal data is processed in connection with the Annual General Meeting, visit https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Stockholm in March 2023

Swedish Orphan Biovitrum AB (publ)

The Board of Directors

Sobi®

Sobi is a specialised international biopharmaceutical company transforming the lives of people with rare and debilitating diseases. Providing reliable access to innovative medicines in the areas of haematology, immunology and specialty care, Sobi has approximately 1,600 employees across Europe, North America, the Middle East, Asia and Australia. In 2022, revenue amounted to SEK 18.8 billion. Sobi's share (STO:SOBI) is listed on Nasdaq Stockholm. More about Sobi at sobi.com, LinkedIn and YouTube.

Contacts

For details on how to contact the Sobi Investor Relations Team, please click here. For Sobi Media contacts, click here.

^[1] Total Shareholder Return.

^[2] The quotient value of the share as per the day of this notice is approximately SEK 0.55.

^[3] The quotient value of the share as per the day of this notice is approximately SEK 0.55.

The following files are available for download:

https://mb.cision.com/Main/14266/3743316/1952839.pdf

Notice of Annual General Meeting in Swedish Orphan Biovitrum AB (publ)

 

View original content:https://www.prnewswire.com/news-releases/notice-of-annual-general-meeting-in-swedish-orphan-biovitrum-ab-publ-301785613.html

SOURCE Swedish Orphan Biovitrum AB

FAQ

When is the Sobi Annual General Meeting scheduled?

The Sobi Annual General Meeting is scheduled for May 9, 2023.

How can shareholders vote at the Sobi AGM?

Shareholders can vote in person or by postal voting, with registration required by May 3, 2023.

What is the proposed chairman's fee at the Sobi AGM?

The proposed fee for the chairman is SEK 1,725,000.

Will there be a dividend paid to Sobi shareholders?

No dividend is proposed for the current fiscal year.

What are the key topics on the agenda for the Sobi AGM?

Key topics include the presentation of the annual report, election of board members, and approval of incentive programs.

How much is the potential dilution from the incentive programs at Sobi?

The potential dilution from the incentive programs amounts to approximately 1.34%.