Bulletin from Annual General Meeting in Recipharm AB (publ)

At the Annual General Meeting in Recipharm AB (publ) on 7 May 2015 the shareholders adopted the following main resolutions:

• The presented annual report was adopted and the Board of Directors and the CEO was discharged for liability in respect of the financial year 2014.

• The dividend of SEK 1.25 per share to the shareholders was approved and that the record day should be Monday, May 11, 2015.

• The proposed fees to the board, its committees and the auditor were approved.

• Lars Backsell, Marianne Dicander Alexandersson, Anders G. Carlberg, Thomas Eldered, Göran Pettersson, Tony Sandell and Joan Traynor were re-elected as board members. Carlos von Bonhorst was elected as new board member and Lars Backsell was re-elected as Chairman of the board. Ernst & Young AB was re-elected as auditor.

• The proposed principles for appointing the nomination committee and the instructions for the nomination committee were adopted.

• The board’s proposal of guidelines of remuneration and other terms of employment for executive managers were adoped.

• The General Meeting resolved to implement a share savings program 2015 on the same conditions as previous program 2014. The share savings program is addressed to all employees of the Recipharm group and gives the employees a possibility to acquire shares series B in Recipharm up to a maximum of 5 percent of each participant’s annual fixed salary. If the shares are savedby the employee during 34 months and the employee in Recipharm is kept, the employee will be allocated the corresponding number of shares free of charge. The group’s senior executives and management team members of operating companies will, in addition, be able to receive additional shares of series B in Recipharm (“Performance Shares”) free of charge, provided that the participant is employed by the group during the entire savings period and that certain performance criteria are met. Participation for senior executives, and operating company management team members, who are also eligible for performance shares, requires that participants acquire Saving Shares for an amount not exceeding 10 percent of the annual fixed salary. This program comprises up to 560,000 B series shares.

• The board was authorised to increase Recipharm’s share capital by up to SEK 280,000 through the issue of up to 560,000 shares of series D. The new shares shall, with deviation from the shareholders’ preferential rights, be able to be subscribed for by a bank or a securities company at an issue price equal to the par value.

• The board was authorised to decide on a repurchase of shares of series D. The repurchase may only be effected through a public offer directed to all holders of shares of series D and shall comprise all outstanding shares of series D. The purpose of the repurchase is to ensure delivery of shares in accordance with the share saving programmes of Recipharm.  

• The board was authorised to, in connection with acquisitions of companies, on one or several occasions during the period until the next AGM, with or without deviation from the shareholders’ preferential rights, against cash payment, for payment in kind or by way of set-off, decide on an issue of new shares and/or convertible bonds that involve the issue of or conversion to a maximum of 4,570,000 shares of series B, corresponding to a dilution of approximately 10.0 percent of the share capital and approximately 2.9 percent of the voting rights, based on the current number of shares in the company.

This information is published in accordance with Chapter 4, Section 9 of the Swedish Financial Instruments Trading Act (SFS 1991:980).

For further information please visit www.recipharm.com or contact:
Thomas Eldered, CEO, thomas.eldered@recipharm.com, telephone: +46 8 602 52 10
Björn Westberg, CFO, bjorn.westberg@recipharm.com, telephone: +46 8 602 46 20

This information is published in accordance with the Swedish Securities Market Act, the Swedish Financial Instruments Trading Act and/or the regulations of Nasdaq Stockholm. This information was submitted for publication on 8 May 2015, at 08:00 AM CET.

Recipharm AB (publ)
Corporate identity number 556498-8425
Address Lagervägen 7, SE-136 50 Jordbro, Sweden, Telephone 46 8 602 52 00, Fax 46 8 81 87 03
www.recipharm.com