Resolutions from Swedish Orphan Biovitrum's ("Sobi") Annual General Meeting (AGM)
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The Sobi AGM convened earlier today in Stockholm and voted in favour of all
resolutions proposed at the meeting, including:
Adoption of the profit and loss statements and balance sheets, and discharge of
The AGM adopted the Profit and Loss statements and Balance Sheets and approved
the proposal to carry forward the retained profits of SEK 3,458,079,130. The AGM
discharged the members of the Board and the CEO from liability for the financial
Election of Board of Directors, remuneration to the Directors and election of
The ordinary Board members Adine Grate Axén, Bo Jesper Hansen, Lennart Johansson
and Hans Wigzell were re-elected Board members and Helena Saxon and Hans GCP
Schikan were elected new Board members. Bo Jesper Hansen was re-elected chairman
of the Board. Hans Glemstedt, Wenche Rolfsen and Michael Steinmetz had declined
The AGM approved the Nomination Committee's proposal regarding remuneration to
the Board. PricewaterhouseCoopers AB was re-elected auditor of Sobi until the
end of the Annual General Meeting 2012.
The AGM approved the proposed instructions and charter for the Nomination
Principles for remuneration for Management, Long-term Incentive program and
transfer of own shares
The AGM approved the proposed guidelines for remuneration for the management.
The AGM further approved the Board's proposal on the implementation of a
performance based long-term share program for 2011 ("Share Program 2011"),
comprising a resolution regarding amendment of the articles of association, a
resolution regarding authorization for the Board to resolve on a directed issue
of C-shares and a resolution regarding authorization for the Board to repurchase
The AGM also approved the Board's proposal regarding transfer of own shares to
participants in the Share Programs 2008-2011, in accordance with the terms and
conditions of the programs, and on transfer of own shares on the stock exchange
for the purpose of covering certain payments, primarily social security charges,
that may occur in relation to Share Program 2008.
Amendments of the Articles of Association and approval of rights issue with
preferential rights for shareholders
The AGM resolved to amend the limits in the Articles of Association in respect
of the share capital to not less than SEK 110,000,000 and not more than SEK
440,000,000 and in respect of the number of shares to not less than 200,000,000
and not more than 800,000,000 shares.
The AGM resolved to approve the Board of Directors' resolution on a new issue of
common shares with preferential rights for the shareholders. As previously
communicated, according to the terms for the rights issue determined by the
Board of Directors, each existing share in Sobi entitles to one subscription
right and four subscription rights entitle to subscription of one new common
share at a subscription price of SEK 12 per share, which means that the rights
issue will provide Sobi with not more than approximately SEK 637,000,000 before
transaction costs and that the share capital may be increased by not more than
approximately SEK 29,105,800. The rights issue is fully covered by subscription
undertakings by major shareholders and underwriting undertakings by Carnegie
Investment Bank and Svenska Handelsbanken.
A prospectus relating to the rights issue will be published around May 5, 2011.
Full details on each proposal adopted by the AGM can be downloaded from
For more information, contact:
Åsa Stenqvist, VP Communications and Investor Relations
Phone: +46 8 697 20 00
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information was released for public distribution on 28 April 2011 at 8.45 p.m.
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