Bulletin from Swedish Orphan Biovitrum’s (“Sobi”) Annual General Meeting (AGM)
The Sobi AGM was convened earlier today in Stockholm and voted in favour of the resolutions proposed at the meeting, including:
Adoption of the profit and loss statements and balance sheet and discharge of liability
The AGM adopted the income statements and the balance sheets and approved the proposal to carry forward the retained profits of SEK 12,569,323,779.
The board members and the chief executive officer were discharged from liability for the financial year 2019.
Election of Board of Directors, remuneration to the Directors and election of Auditor
The ordinary board members Håkan Björklund, Annette Clancy, Matthew Gantz, Lennart Johansson, Helena Saxon and Elisabeth Svanberg were re-elected as board members and Staffan Schüberg was elected as new board member for the period until the end of the next AGM. Håkan Björklund was re-elected chairman of the Board.
The AGM approved the compensation to the Board in accordance with the Nomination Committee’s proposal.
Ernst & Young AB was re-elected as auditor of Sobi for the period until the end of the next AGM.
Principles for remuneration for the management, amendments of the articles of association, long-term incentive programmes, authorisation for the Board of Directors to resolve on the issuance of new shares and/or convertible bonds and/or warrants, and transfer of own shares
The AGM approved the guidelines for remuneration for the management proposed by the Board.
The AGM also approved the Board’s proposal regarding amendments of the articles of association.
The AGM also approved the Board’s proposal regarding the implementation of long term incentive programmes, and hedging arrangements in respect of the programmes including a directed issue of no more than 3,837,672 series C shares, authorisation for the Board to decide on a repurchase of all issued series C shares and transfers of no more than 3,671,127 own common shares to programme participants. The so-called Management Programme is open to no more than 310 employees and includes the possibility to receive Sobi shares after a three-year vesting period, subject to satisfaction of performance conditions regarding total shareholder return and annual revenues. Approximately 31 employees are also awarded employee stock options entitling the employees to, during a period of three to five years after the award date, acquire Sobi shares at a strike price equivalent to 105% of the volume-weighted average price during 10 trading days prior to the commencement of the vesting period, subject to the Sobi Group’s actual average revenues during 2020-2022 reaching or exceeding the targets set out in the budget established by the Board. The so-called All Employee Programme is open to approximately 810 employees and includes the possibility to, after a three-year vesting period, be allocated two Sobi shares for each own Sobi share aquired under the programme. The total maximum dilution effect of both programmes amounts to approximately 1.54%.
The AGM also approved the Board’s proposal regarding the approval to authorise the Board to resolve on the issuance of new shares and/or convertible bonds and/or warrants. 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 33,000,000 shares in total.
The Board’s proposal regarding transfer of no more than 247,655 own common shares on the stock exchange for the purpose of covering certain payments, mainly social security contributions, that may occur in relation to the Incentive Programme 2017, was also approved by the AGM.
For full details on each proposal adopted by the AGM, please refer to www.sobi.com.
The information was released for public distribution on 13 May, 2020 at 16:15 CEST.
Sobi is a specialised international biopharmaceutical company transforming the lives of people with rare diseases. Sobi is providing sustainable access to innovative therapies in the areas of haematology, immunology and specialty indications. Today, Sobi employs approximately 1,400 people across Europe, North America, the Middle East, Russia and North Africa. In 2019, Sobi’s revenues amounted to SEK 14.2 billion. Sobi’s share (STO:SOBI) is listed on Nasdaq Stockholm. You can find more information about Sobi at sobi.com.
For more information please contact
Paula Treutiger, Head of Communication & Investor Relations
+ 46 733 666 599
Linda Holmström, Corporate Communication & Investor Relations
+ 46 708 734 095
Swedish Orphan Biovitrum AB (publ)
Postal address SE-112 76 Stockholm, Sweden
Phone: 46 8 697 20 00 www.sobi.com