Bulletin from Swedish Orphan Biovitrum’s (“Sobi”) Annual General Meeting (AGM)
The Sobi AGM was convened today on 4 May 2021. Due to the coronavirus and in order to reduce the risk of spreading the virus, the AGM was only conducted by way of postal vote pursuant to temporary legislation being in effect in 2021.
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 16,232,740,050.
The Board members and the chief executive officer were discharged from liability for the financial year 2020.
Election of Board of Directors, remuneration to the Directors, election of Auditor and remuneration to the Auditor
The ordinary Board members Håkan Björklund, Annette Clancy, Matthew Gantz, Helena Saxon, Staffan Schüberg and Elisabeth Svanberg were re-elected as Board members and Filippa Stenberg and Anders Ullman were elected as new Board members for the period until the end of the next AGM. Håkan Björklund was re-elected chairman of the Board of Directors.
The AGM approved the remuneration to the Board of Directors and the Auditor 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.
Report for remuneration for senior executives, 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 resolved to approve the Board of Directors’ report for renumeration for senior executives.
The AGM also approved the Board of Directors proposal regarding amendments of the articles of association. The amendments enable general meetings by postal voting without support of the temporary legislation.
The AGM also approved the Board of Directors’ 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 3,298,984 series C shares, authorisation for the Board of Directors to decide on a repurchase of all issued series C shares and transfers of no more than 2,200,799 own common shares to program participants. The so-called Management Programme is open to no more than 335 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 2021-2023 reaching or exceeding the targets set out in the budget established by the Board of Directors. The so-called All Employee Programme is open to approximately 820 employees and includes the possibility to, after a three-year vesting period, be allocated two Sobi shares for each own Sobi share acquired under the programme. The total maximum dilution effect of both programmes amounts to approximately 1.46%.
The AGM also approved the Board of Directors’ proposal regarding the approval to authorise the Board of Directors 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 33,750,000 shares in total.
The Board of Directors’ proposal regarding transfer of no more than 215,908 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 2018, was also approved by the AGM.
For full details on each proposal adopted by the AGM, please refer to www.sobi.com.
For more information, please contact
Paula Treutiger, Head of Communication & Investor Relations
+ 46 733 666 599
Maria Kruse, Corporate Communication & Investor Relations
+ 46 767 248 830
The information was released for public distribution on 4 May 2021 at 16:00. CEST.
Swedish Orphan Biovitrum AB (publ)
Postal address SE-112 76 Stockholm, Sweden
Phone: 46 8 697 20 00 www.sobi.com