Notice of annual general meeting in Swedish Orphan Biovitrum AB (publ)
The shareholders in Swedish Orphan Biovitrum AB (publ), Reg. No. 556038-9321,
are hereby summoned to the annual general meeting (the "Meeting"), to be held on
Wednesday 6 May 2015 at 4.00 p.m. in Wallenbergaren, at Näringslivets hus,
Storgatan 19, Stockholm, Sweden.
Participation, etc.
Shareholders who wish to attend the Meeting must be recorded in the share
register maintained by Euroclear Sweden AB (the Swedish Central Securities
Depository) on Wednesday 29 April 2015, and must notify the company of their
intention to participate in the Meeting not later than on Wednesday 29 April
2015 at Swedish Orphan Biovitrum's web site www.sobi.com, by mail to Swedish
Orphan Biovitrum AB (publ), "Annual General Meeting", SE-112 76 Stockholm,
Sweden or by phone no. +46 8 697 34 27. The notification shall set forth the
name, address, telephone number (daytime), personal/corporate identity number,
the number of shares held and, when applicable, information about
representatives and assistants.
As per the day of this notice there are 270,785,950 shares outstanding in the
company. 270,389,770 shares are common shares representing one vote each and
396,180 shares are series C shares representing one tenth vote each. The total
number of votes is accordingly 270,429,388. The company holds 3,547,032 own
common shares and 396,180 own series C shares, which cannot be represented at
the general meeting.
Nominee shares
Shareholders, whose shares have been registered in the name of a nominee through
the trust department of a bank or similar institution, must, in order to be able
to participate in the Meeting, re-register their shares in their own names in
the shareholders' register maintained by Euroclear Sweden AB as per Wednesday
29 April 2015. Shareholders who wish to re-register their shares in their own
name should inform their nominee of such re-registration well in advance of such
date. Such registration may be temporary.
Proxy, etc.
Shareholders represented by proxy shall issue a written and dated power of
attorney for the proxy. If the power of attorney is issued on behalf of a legal
entity, a certified copy of a registration certificate for the legal entity
shall be appended. The power of attorney is valid for one year from the issue
thereof or such longer period of time stated in the power of attorney, however
not more than five years. A registration certificate shall evidence the
circumstances prevailing at the day of the Meeting and should not be older than
one year at the time of the Meeting.
The power of attorney in original and, when applicable, the registration
certificate, should be submitted to the company by mail at the address indicated
above well before the Meeting. A proxy form is held available at the company's
web site, www.sobi.com, and will also be sent to shareholders who so request and
who inform the company of their postal address.
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.
8. Speech by the managing director.
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 of the members of the Board of Directors and
the managing director from liability.
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.
16. Resolution regarding guidelines for remuneration for the management.
17. Resolution regarding the implementation of a long-term incentive program in
accordance with (A) and hedging arrangements in respect thereof in
accordance with (B) or (C).
18. Resolution regarding transfer of own shares.
19. Closing of the Meeting.
Proposal regarding chairman of the Meeting, fees for the members of the Board of
Directors and the auditor, the number of members of the Board of Directors,
deputy members, auditors and deputy auditors as well as election of the
chairman, the members of the Board of Directors and the auditor (items
2, 13, 14 and 15)
The nomination committee of Swedish Orphan Biovitrum AB (publ), which consists
of Bo Jesper Hansen (chairman of the Board of Directors), Petra Hedengran,
chairman (Investor), Anders Oscarsson (AMF) and Lennart Francke (Swedbank Robur
Fonder) proposes:
* that Eva Hägg from Mannheimer Swartling Advokatbyrå is elected chairman of
the Meeting,
* that fees to be paid to the Board of Directors should total SEK 2,805,000 to
be allocated with SEK 335,000 to each board member except for the chairman
of the Board of Directors who shall not receive any fee for his board
assignment, nor any fee for his committee work, that fees for work in the
audit committee should be SEK 100,000 to the chairman and SEK 60,000 to each
other member of such committee, that fees for work in the compensation &
benefit committee should be SEK 60,000 to the chairman and SEK 30,000 to
each other member of such committee and that fees for work in the science
committee should be SEK 60,000 to the chairman and SEK 30,000 to each other
member of such 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 10,000 is paid
to the members of the Board of Directors that reside in Europe outside the
Nordic countries and a meeting fee of SEK 20,000 is paid to the members of
the Board of Directors that reside outside Europe,
* that the fees to the auditor should be paid in accordance with normal
standards and approved invoice,
* that eight ordinary board members without deputies should be appointed,
* that one auditor without any deputy auditor should be appointed,
* that the ordinary members of the Board of Directors Adine Grate Axén,
Annette Clancy, Matthew Gantz, Bo Jesper Hansen, Lennart Johansson, Helena
Saxon, Hans GCP Schikan and Hans Wigzell should be re-elected as members of
the Board of Directors, and that Bo Jesper Hansen should be re-elected
chairman of the Board of Directors, and
* that Ernst & Young be elected auditor of the company until the end of the
annual general meeting 2016.
The nomination committee recommends the elected board members to build their own
holdings of shares in the company
The nomination committee recommends the Board of Directors of Swedish Orphan
Biovitrum 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 shares
with a market value which is expected to correspond to at least one year board
remuneration, before taxes, excluding remuneration for committee work.
Proposal regarding appropriation of the company's profit or loss in accordance
with the adopted balance sheet (item 11)
The Board of Directors proposes that the company's retained profits are carried
forward.
Proposal regarding guidelines for remuneration for the Management (item 16)
The Board of Directors proposes that the annual general meeting resolves on
principles for remuneration to Management as set forth below which shall apply
until the annual general meeting 2016. The Management is defined as the managing
director of Swedish Orphan Biovitrum and the executives who report to him and
are members of the senior management, as well as members of the Board of
Directors if employment or consulting agreements are entered into.
Objective
The objective is to ensure that the company can attract and retain the best
people in order to support the vision and strategy of the company. Remuneration
to the Management should be built on a total remuneration approach. The position
of total remuneration should be market competitive without being leading
relative to competitors in each local market. The market comparisons should be
made against a set of peer group companies with comparable sizes, industries and
complexity. The remuneration principles should enable international hiring and
should support diversity within the Management. The remuneration may consist of
the following components:
* A, Fixed Base Pay
* B, Variable Pay - so-called Short Term Incentives
* C, Long Term Incentives
* D, Pensions
* E, Other Benefits
To the extent a member of the Board of Directors carries out work for the
company or for another group company, in addition to the board work, consulting
fees and/or other remuneration for such work may be payable.
Fixed Base Pay
The fixed base pay of the Management should be based on competence,
responsibility and performance. The company uses an international evaluation
system in order to evaluate the scope and responsibility of the position.
Variable Pay
The annual Short Term Incentive plan is based on the achievement of annual
performance objectives (corporate, departmental[1] and individual). No payment
will be made unless these objectives are achieved. The annual performance
objectives are defined in advance by the Compensation & Benefits Committee and
approved by the Board of Directors.
These objectives are determined for the promotion of the company's long-term
development, value creation and financial growth and shall be designed in a way
that does not encourage an excessive risk-taking. The Short Term Incentives may
not amount to more than 50% of the annual gross salary for the managing director
and not more than 40% of the fixed annual salary for the other members of the
management (pension may occasionally be included as a basis for calculating
Short Term Incentives).
Long Term Incentives
Swedish Orphan Biovitrum can introduce long-term incentive programs for all or
some of its employees. The objectives of such a program should be to align the
employees' interests with those of the shareholders, to create a long-term
commitment to Swedish Orphan Biovitrum, to be a tool to retain and attract
executives and top talents, to offer participants to take part in Swedish Orphan
Biovitrum's long-term success and value creation, and to contribute to a
competitive total remuneration.
For more information on Swedish Orphan Biovitrum's current incentive programs,
see Swedish Orphan Biovitrum's annual report 2014 note 12.
Pensions
The Swedish Orphan Biovitrum preferred pension plan design is defined
contribution[2]. If the operating environment requires the establishment of a
defined benefit pension plan by law or other regulations, such a plan may be
established. The defined benefit level should in such cases be limited to the
mandatory level.
Other Benefits
Fixed salary during notice periods and severance pay, including payments for any
restrictions on competition, shall in total not exceed an amount equivalent to
the fixed base pay for two years. In addition to this restriction, the total
severance payment shall be limited to the existing monthly salary for the
remaining months up to the age of 65.
Additional compensation may also be paid out in extraordinary circumstances,
provided that such arrangement is made for management recruitment or retention
purposes and is agreed on an individual basis. Such extraordinary arrangements
may for example include a one-time cash payment, a support package including
relocation and tax filing support, retention bonus or severance payment in case
of a change of control, or similar.
Deviation from the guidelines
The Board of Directors may resolve to deviate from the guidelines if the Board
of Directors, in an individual case, is of the opinion that there are special
circumstances justifying that.
Proposal regarding the implementation of a long-term incentive program in
accordance with (A) and hedging arrangements in respect thereof in accordance
with (B) or (C) (item 17)
Background
The Board of Directors of Swedish Orphan Biovitrum AB (publ) ("Sobi") proposes
that the annual general meeting 2015 resolves on the implementation of a long-
term incentive program (the "Program"). The proposed Program gives all present
and future permanent employees of the Sobi Group the opportunity of becoming
shareholders in Sobi. It is proposed that the Program should be divided into
three parts: (I) one part directed to the CEO of Sobi (the "CEO Program"), (II)
one part directed to executives and directors, excluding the CEO, (the
"Executive Program") and (III) one part directed to all other employees (the
"All Employee Program"). Save for the CEO, employees based in the U.S. will not
be offered to participate in the Program.
The overall purpose of the Program is to closely align the employees' interests
with those of the shareholders and to create a long-term commitment to Sobi. The
CEO Program allows the CEO to invest in Sobi so as to demonstrate his long-term
commitment and belief in Sobi. The Executive Program 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 Program 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 programs is a
vital and important part of Sobi's total remuneration package.
The Board of Directors of Sobi has evaluated the long-term incentive program
approved by the 2014 annual general meeting and has concluded that both the
Executive Program and the All Employee Program broadly satisfy the intended
purposes, but that they nonetheless may be improved by some adjustments in order
to further align the interests of the employees' with those of the shareholders,
align the structure with market practice and increase the number of
participants.
Similarly to the incentive program approved by the 2014 annual meeting, the
Program shall be inspiring, achievable, easy to understand, cost effective to
administrate, easy to communicate and in line with market practice. Following
implementation of the Program, 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 Program satisfies its purposes, and this will also include
the review of the outcome and the costs for the Program.
A. Implementation of the Program
The Board of Directors proposes that the annual general meeting 2015 resolves on
the implementation of the Program in accordance with the principal terms and
conditions set out below.
I. Terms and conditions applying to the CEO Program
(a) The CEO Program is proposed to be open to one participant; the CEO.
(b) The CEO Program will require the CEO to make investments of his own in
common shares in Sobi on Nasdaq Stockholm ("CEO Investment Shares") for an
amount of 4 MSEK. The CEO Investment Shares will be subject to a 3 year lock-up
period starting on the date the CEO was notified by Sobi of his admission to the
CEO Program (the "Lock-up Period"). Sobi must notify the CEO of his admission to
the CEO Program no later than on 31 December 2015.
(c) The CEO will, depending on the share price development of the Sobi common
share, after the expiration of the Lock-up Period, have the possibility to be
allotted common shares in Sobi free of charge ("CEO Performance Shares"), from
Sobi or from a designated third party. The CEO may be allotted no more than
400,000 CEO Performance Shares. In order for any allotment of CEO Performance
Shares to take place the share price of the Sobi common share, adjusted for any
dividend payments[3], must increase with more than 20%. For maximum allotment of
CEO Performance Shares to take place, the share price of the Sobi common share,
adjusted for any dividend payments,[4] must increase with at least 100%. If the
share price increase, adjusted for any dividend payments,[5] is between 20% and
100% the CEO will receive a linear allotment of CEO Performance Shares. The
calculation of the share price development shall 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,[6] during a period of 10 trading
days immediately prior to the start of the Lock-up Period and the volume-
weighted average price paid for the Sobi common share on Nasdaq Stockholm,
adjusted for any dividend payments,[7] during the last 10 trading days of the
Lock-up Period.
(d) The CEO must purchase CEO Investment Shares in connection with the start of
the Lock-up Period.
(e) CEO Performance Shares may be allotted only after the expiration of the
Lock-up Period, unless the Board of Directors of Sobi resolves otherwise.
(f) In order for the CEO to be allotted CEO Performance Shares it is a
condition that, with certain specific exemptions, he has been permanently
employed within the Sobi Group for the duration of the whole Lock-up Period and
that he, until the expiration of this Lock-up Period, has retained the CEO
Investment Shares purchased. Any disposal of CEO Investment Shares prior to the
expiration of the Lock-up Period will result in a proportionally reduced number
of CEO Performance Shares being allotted.
(g) 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 allotment of CEO Performance Shares under the Program become
unreasonable, the Board of Directors shall be entitled to make adjustments to
the Program, including, among other things, be entitled to resolve on a reduced
allotment of CEO Performance Shares, or that no CEO Performance Shares shall be
allotted at all.
II. Terms and conditions applying to the Executive Program
(a) The Executive Program is proposed to be open to no more than 212 permanent
employees of the Sobi Group, whereof no more than 180 permanent employees on
director level of the Sobi Group ("Band D"), no more than 20 permanent employees
on vice president level of the Sobi Group ("Band C") and no more than 12
permanent employees who are members of the executive leadership team of the Sobi
Group (excluding the CEO) ("ELT").
(b) The Executive Program will require participants in Band D and Band C and
ELT members to make investments of their own in common shares in Sobi on Nasdaq
Stockholm ("Executive Investment Shares"). For each Executive Investment Share,
participants in Band D and Band C and ELT members will have the possibility to
be allotted 1 common share in Sobi free of charge ("Executive Matching Share"),
from Sobi or from a designated third party. The Executive Matching Shares will
be allotted after the expiration of a 3 year lock-up period, starting on the
date the participants in Band D and Band C and the ELT members were notified by
Sobi of their admission to the Executive Program (the "Lock-up Period"). Sobi
must notify the participants in Band D and Band C and the ELT members of their
admission to the Executive Program no later than on 31 December 2015.
(c) Moreover, participants in Band D and Band C and ELT members will,
depending on the share price development of the Sobi common share, after the
expiration of the Lock-up Period have the possibility to be allotted additional
common shares in Sobi free of charge ("Executive Performance Shares"), from Sobi
or from a designated third party. Participants in Band D may be allotted no more
than 5 Executive Performance Shares, participants in Band C no more than 13
Executive Performance Shares and ELT members no more than 14 Executive
Performance Shares, for each Executive Investment Share. In order for any
allotment of Executive Performance Shares to take place the share price of the
Sobi common share, adjusted for any dividend payments,[8] must increase with
more than 15%. For maximum allotment of Executive Performance Shares to take
place, the share price of the Sobi common share, adjusted for any dividend
payments,[9] must increase with at least 75%. If the share price increase,
adjusted for any dividend payments,[10] is between 15% and 75% the program
participants will receive a linear allotment of Executive Performance Shares.
The calculation of the share price development shall 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,[11] during a period of 10 trading
days immediately prior to the start of the Lock-up Period and the volume-
weighted average price paid for the Sobi common share on Nasdaq Stockholm,
adjusted for any dividend payments,[12] during the last 10 trading days of the
Lock-up Period.
(d) The maximum number of Executive Investment Shares each program participant
may invest in depends on if he/she participates in the Executive Program as
participant in Band D or Band C or as ELT member and the respective gross annual
average salary in 2015 for each such category. Executive Investment Shares may
be acquired by participants in Band D and Band C for an amount corresponding to
no more than 5% of the gross annual average fixed salary for the participants in
Band D and Band C, respectively, in 2015, and by ELT members for an amount
corresponding to no more than 6% of the gross annual average fixed salary for
the ELT members in 2015.
(e) Program participants must purchase Executive Investment Shares in
connection with the start of the Lock-up Period.
(f) Executive Matching Shares and Executive Performance Shares may normally be
allotted only after the expiration of the Lock-up Period, unless the Board of
Directors of Sobi in an individual case resolves otherwise.
(g) In order for a program participant to be allotted Executive Matching
Shares and Executive 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 Lock-up Period and that the participant, until the
expiration of this Lock-up Period, has retained the Executive Investment Shares
purchased. Any disposal of Executive Investment Shares prior to the expiration
of the Lock-up Period will result in a proportionally reduced number of
Executive Matching Shares and Executive Performance Shares being allotted.
(h) 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 allotment of Executive Performance Shares under the Program
become unreasonable, the Board of Directors shall be entitled to make
adjustments to the Program, including, among other things, be entitled to
resolve on a reduced allotment of Executive Performance Shares, or that no
Executive Performance Shares shall be allotted at all.
III. Terms and conditions applying to the All Employee Program
(a) The All Employee Program is proposed to be open to approximately 470
permanent employees of the Sobi Group ("Employees").
(b) The All Employee Program 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 allotted 2 common shares in Sobi free of charge ("Employee
Matching Shares"), from Sobi or from a designated third party. The Employee
Matching Shares will be allotted after the expiration of a 3 year lock-up
period, starting on the date the Employees were notified by Sobi of their
admission to the All Employee Program (the "Lock-up Period"). Sobi must notify
the Employees of their admission to the All Employee Program no later than on
31 December 2015.
(c) The maximum number of Employee Investment Shares each Employee may invest
in depends on the gross annual average fixed salary for Employees in 2015.
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 2015.
(d) Program participants must purchase Employee Investment Shares in connection
with the start of the Lock-up Period.
(e) Employee Matching Shares may be allotted only after the expiration of the
Lock-up Period, unless the Board of Directors of Sobi in an individual case
resolves otherwise.
(f) In order for a program participant to be allotted 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 Lock-up
Period and that the participant, until the expiration of this Lock-up Period,
has retained the Employee Investment Shares purchased. Any disposal of Employee
Investment Shares prior to the expiration of the Lock-up Period will result in a
proportionally reduced number of Employee Matching Shares being allotted.
IV. Terms and conditions applying to the CEO Program, the Executive Program
and the All Employee Program
(a) The Board of Directors shall be authorised to establish the
detailed terms and conditions for the Program. The Board of Directors may, in
that regard, make necessary adjustments to satisfy certain regulations or market
conditions outside Sweden.
(b) Participation in the Program 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 Program shall comprise no more than 2,120,269 common shares in
Sobi, of which 400,000 constitute CEO Performance Shares, 133,127 constitute
Executive Matching Shares, 955,027 constitute Executive Performance Shares and
142,822 constitute Employee Matching Shares. The remaining 489,293 common shares
in Sobi are such shares that may be transferred by Sobi in order to cover the
cash flow effects associated with the Program, primarily social security
charges.
(d) The number of Executive Matching Shares, Employee Matching Shares,
CEO Performance Shares and Executive 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 Program etc.
The costs for the Program, 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 90,
(ii) no dividend is paid by Sobi during the Program and (iii) an assessment of
future volatility in respect of the Sobi common share. In total, this can lead
to maximum costs for the Program of approximately SEK 64.1 million, excluding
social security costs. The costs for social security charges are calculated to
approximately SEK 19.7 million assuming an annual share price increase of 10%
during the Lock-up Period. In addition to what is set forth above, the maximum
costs for the Program have been based on a share price of SEK 90 at the time of
the program participant's own investment, that the Program comprises
approximately 683 participants, that each program participant makes a maximum
investment and based on historical employee turnover for the group of 5%. If the
share price increases from SEK 90 with 10% until the implementation of the
Program the effect on costs would only be marginal as the number of Executive
and Employee Matching Shares and CEO and Executive Performance Shares would be
reduced correspondingly. Also in case of a decrease in the share price the
effect on costs would be marginal. The expected annual costs, including social
security charges, corresponds to approximately 4% of Sobi's total employee
costs.
If the Program had been implemented in 2014, if the company had had costs in
accordance with the example in the preceding paragraph, and Executive and
Employee Matching Shares and CEO and Executive Performance Shares had been
allotted in 2014 in accordance with the assumptions in the sample calculation,
which among other things assumes an annual share price increase of 10% during
the Lock-up Period, the earnings per share for the financial year 2014 had
decreased by SEK 0.07 to SEK -1.08 and the shareholders' equity per share for
the financial year 2014 had decreased by SEK 0.12 to SEK 16.58.
Dilution
Upon full allotment of Executive and Employee Matching Shares and CEO and
Executive Performance Shares, the number of shares under the Program amounts to
1,630,976 common shares in Sobi, corresponding to a dilution effect of
approximately 0.60% of the share capital and the votes. Aggregated with the
489,293 shares that may be transferred in order to cover the cash flow effects
associated with the Program, primarily social security charges, the maximum
dilution effect of the Program amounts to 0.78%. If all outstanding long-term
incentive programs are included in the calculation, then the corresponding
maximum level of dilution amounts to 1.81%.
Hedging arrangements
The Board of Directors has considered different methods for transfer of shares
under the Program, in order to implement the Program 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 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 program participants as well as transferred on a regulated market
in order to cover the cash flow effects associated with the Program, primarily
social security charges. For this purpose, the Board of Directors further
proposes that the annual general meeting resolves (iii) on transfers of own
common shares free of charge to program participants. As further described in
item B. (iii) below, the Board of Directors proposes that shares acquired for
the purpose of securing Sobi's obligations under previous share programs also
may be transferred under the Program. The detailed conditions for the Board of
Directors' main alternative are set out in item B. below.
Since the Program, in principle, is 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 2015 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 program participants, the Board of
Directors intends to propose to the annual general meeting 2018 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. 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 Program. These guidelines have been presented for and adopted by the
Board of Directors.
________________________
Hedging arrangements in respect of the Program
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 Program
participants
i. Resolution on a directed issue of redeemable and convertible series C shares
Increase of Sobi's share capital by no more than SEK 570,271 through an issue of
no more than 1,036,856 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.[13]
c. The new shares shall be subscribed for during the period 7 May -15 September
2015, with a right for the Board of Directors to extend the subscription period.
Oversubscription is not permitted.
d. Payment for shares subscribed for shall be effected at subscription of the
shares.
e. The new shares shall entitle to dividends from and including the financial
year 2015.
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 2016.
c. The number of series C shares permitted to be repurchased shall amount to no
more than 1,036,856.
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) above.
e. Payment for shares repurchased shall be made in cash.
f. The Board of Directors shall be authorized 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 Program. The reason for the proposed possibility to repurchase own
shares is that Sobi shall be able to fulfil its obligations pursuant to the
Program in a cost-effective manner.
iii. Resolution on transfers of own common shares to Program participants
Series C shares have been issued and repurchased by Sobi under previous share
programs for the purpose of securing Sobi's obligations under such programs.
Those shares either have been or will be converted to common shares. Full
allotment of shares will not take place under these programs and, accordingly,
all shares will not be required to secure the obligations under such programs.
The Board of Directors proposes that 1,083,413 common shares, which are no
longer required to secure the obligations of Sobi under previous share programs,
together with the shares issued and repurchased in accordance with items B.(i)
and B.(ii) above, following conversion to common shares, may be transferred
under the Program.
Transfers of Sobi's own common shares to Program participants may be made on the
following terms.
a. Transfers may be made only of common shares in Sobi, whereby a maximum of
1,630,976 common shares in Sobi (corresponding to 400,000 CEO Performance
Shares, 133,127 Executive Matching Shares, 955,027 Executive Performance Shares,
and 142,822 Employee Matching Shares) may be transferred free of charge to
Program participants.
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 Program.
c. Transfers of common shares in Sobi shall be made free of charge at the time
and on the other terms that the Program participants are entitled to be allotted
shares.
d. The number of common shares in Sobi that may be transferred under the Program
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. above not be reached, the Board of
Directors proposes that the annual general meeting resolves that the expected
financial exposure of the Program 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 the program participants.
________________________
Conditions
The annual general meeting's resolution on the implementation of the Program
according to item A. above is conditional upon the meeting either resolving in
accordance with the Board of Directors' proposal under item B. above or in
accordance with the Board of Directors' proposal under item C. above.
Majority requirements
The annual general meeting's resolution according to item A. above requires a
simple majority among the votes cast. A valid resolution under item B. above
requires that shareholders representing not less than nine-tenths of the votes
cast as well as of the shares represented at the meeting approve the resolution.
A valid resolution under item C. above requires a simple majority among the
votes cast.
The reason for the deviation from the shareholders' preferential rights etc.
The issue, repurchase and transfer of shares in Sobi form part for the
accomplishment of the proposed Program. Therefore, and in light of the above,
the Board of Directors considers it to be advantageous for Sobi and the
shareholders that the Program participants are offered to become shareholders in
Sobi.
For the purpose of minimizing Sobi's costs for the Program, the subscription
price has been set at the quotient value of the share.
Previous incentive programs in Sobi
For a description of the company's other long-term incentive programs, reference
is made to the company's annual report for 2014, note 12, and the company's web
site, www.sobi.com. In addition to the programs described there, no other long-
term incentive programs have been implemented in Sobi.
Authorisation for the CEO
The Board of Directors proposes that the CEO shall be authorized to make the
minor adjustments to the above resolution regarding the directed issue of
redeemable and convertible series C shares in connection with the registration
thereof with the Swedish Companies Registration Office and Euroclear Sweden AB.
Proposal regarding transfer of own shares (item 18)
The Board of Directors proposes that the annual general meeting resolves that
not more than 193,233 common shares may, prior to the annual general meeting
2016, be transferred for the purpose of covering certain payments, primarily
social security charges that may occur in relation to the Share Program 2012.
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 Share Program 2012. A valid resolution requires approval of
shareholders representing at least two-thirds of the votes cast as well as the
shares represented at the general meeting.
________________________
Additional information
Information regarding all board members proposed to the Board of Directors of
Swedish Orphan Biovitrum AB as well as the nomination committee's proposal and
motivated opinion are available on the company's web site. The annual report,
the audit report and other documents will be held available at the company's
office at Tomtebodavägen 23A, in Solna and at the company's web site,
www.sobi.com, not later than from Wednesday 15 April 2015, and will 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:
communication@sobi.com.
Stockholm in March 2015
Swedish Orphan Biovitrum AB (publ)
The Board of Directors
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About Sobi
Sobi is an international specialty healthcare company dedicated to rare
diseases. Our mission is to develop and deliver innovative therapies and
services to improve the lives of patients. The product portfolio is primarily
focused on Haemophilia, Inflammation and Genetic diseases. We also market a
portfolio of specialty and rare disease products for partner companies across
Europe, the Middle East, North Africa and Russia. Sobi is a pioneer in
biotechnology with world-class capabilities in protein biochemistry and
biologics manufacturing. In 2014, Sobi had total revenues of SEK 2.6 billion
(USD 380 M) and about 600 employees. The share (STO: SOBI) is listed on NASDAQ
OMX Stockholm. More information is available at www.sobi.com.
For more information please contact
Media relations
Oskar Bosson, Head of Communications
T: +46 70 410 71 80
oskar.bosson@sobi.com
Investor relations
Jörgen Winroth, Vice President, Head of Investor Relations
T: +1 347-224-0819, +1 212-579-0506, +46 8 697 2135
jorgen.winroth@sobi.com
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[1] Departmental objectives are not applicable for the managing director.
[2] A defined contribution pension plan defines the level of contribution that
will be paid into the pension plan for each employee.
[3] So-called Total Shareholder Return.
[4] See footnote 3.
[5] See footnote 3.
[6] See footnote 3.
[7] See footnote 3.
[8] See footnote 3.
[9] See footnote 3.
[10] See footnote 3.
[11] See footnote 3.
[12] See footnote 3.
[13] The quotient value of the share as per the day of this notice is
approximately SEK 0.55.
