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
Thursday 8 May 2014 at 4.00 p.m. in Wallenbergsalen, at Kungliga
Ingenjörsvetenskapsakademien (IVA), Grev Turegatan 16, 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 Friday 2 May 2014, and must notify the company of their intention
to participate in the Meeting not later than on Friday 2 May 2014 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 270,389,770 shares outstanding in the
company. All shares are common shares representing one vote each. The total
number of votes is accordingly 270,389,770. The company holds 4,688,948 own
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 Friday 2 May
2014. 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 (A) the implementation of a long-term incentive
program and (B) hedging arrangements in respect thereof.
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), Roger Johanson (Skandia Liv) and Åsa Nisell (Swedbank Robur
Fonder) proposes:
* that Klaes Edhall from Mannheimer Swartling Advokatbyrå is elected chairman
of the Meeting,
* that fees to be paid to the Board of Directors should total SEK 2,630,000 to
be allocated with SEK 310,000 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,
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, that Annette Clancy should be elected as a new member 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 2015.
Annette Clancy
Annette Clancy was born 1954 and has a BSc Hons Pharmacology, from Bath
University UK. She is Chairman as well as Non-Executive Director of the Board in
Genable Technologies. Ms. Clancy has over 30 years of experience in the
Pharmaceutical/Biopharm Industry, working in a variety of functions (R&D,
Commercial, Worldwide Business Development) in the US and UK.
Ms. Clancy was Head of Transactions and Alliance Management at GlaxoSmithKline
(GSK) where she was responsible for executing major transactions ranging from
early drug discovery partnerships, to global commercial alliances and Mergers
and Acquisitions.
Since her retirement from GSK in 2008, Ms. Clancy has been appointed as Non-
Executive Board Director to Silence Therapeutics plc. (2008-2012) and Clavis
Pharma in Norway (2010-2013). Ms. Clancy also currently serves as Senior
European Advisor to the Biopharmaceutical Team of Frazier Healthcare Ventures,
for whom she provides strategic advice on both new and existing investments.
Annette Clancy does not hold any shares or options in the company. She is
independent in relation to the company and its management and in relation to the
company's principal shareholders.
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, that 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 to
approve the Board of Directors' proposal regarding guidelines for remuneration
for the management as set forth below which shall apply until the annual general
meeting 2015. In this context, the management means the managing director of
Swedish Orphan Biovitrum and the executives who, from time to time, are
reporting to him and who are also members of the senior management, as well as
members of the Board of Directors to the extent employment or consulting
agreements are entered into.
Motives
Swedish Orphan Biovitrum shall offer a total remuneration in line with market
conditions to enable the company to recruit and retain competent personnel. The
remuneration to the management may consist of fixed salary, variable salary,
pension and other compensation. Long-term incentive programs may be offered in
addition to the above and will then be submitted to the general meeting for
approval. The remuneration is mainly based on position, performance and the
company's and the member's, respectively, performance in relation to objectives
determined in advance.
Fixed salary
The fixed salary for the managing director and the other members of the
management shall be in line with market conditions and mirror the demands and
responsibility that the position entails. The fixed salary for the managing
director and the other members of the management is revised once every year, as
per 1 January.
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.
Variable salary
The variable salary for the managing director and the other members of the
management shall be based on the company's fulfillment of objectives determined
in advance. These objectives are determined for the promotion of the
company's/the group'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 variable salary may not amount to more than 50% of the annual gross salary
(including pension) for the managing director and not more than 20 - 50% of the
fixed annual salary (excluding pension, or in specific cases, including pension)
for the other members of the management.
Long-term incentive programs
Long-term incentive programs may constitute a complement to the fixed salary and
the variable salary. The program participants are nominated based on competence,
performance and to retain key employees with the company. The outcome is
dependent on the fulfillment of certain predetermined performance requirements.
The aim with having long-term incentive programs shall be to create a long-term
commitment to Swedish Orphan Biovitrum, to offer the participants to take part
in Swedish Orphan Biovitrum's long-term success and value creation and to create
possibilities to attract and retain members of the management and key employees.
For more information on Swedish Orphan Biovitrum's current incentive programs,
see Swedish Orphan Biovitrum's annual report 2013 note 14.
Other compensation and terms of employment
The pension benefits for the managing director and the other members of the
management shall preferably consist of premium based pension plans, but may also
be defined-benefit pursuant to collective agreements.
Fixed salary during notice periods and severance payment, including payments for
any restrictions on competition, shall in aggregate not exceed an amount
equivalent to the fixed salary for two years. The total severance payment shall
for all members of the management be limited to the existing monthly salary for
the remaining months up to the age of 65.
The managing director may, in case of a change of control of the company meaning
that more than 50% of the shares in the company are owned by one shareholder,
(i) be entitled to a retention bonus corresponding to maximum 6 monthly gross
salaries (including pension) provided that notice of termination of the managing
director's employment has not been given 6 months after the change of control,
alternatively (ii) in case of a material change of the managing director's
employment conditions, be entitled to terminate the employment with a right to
severance payment in accordance with the above. Upon a material change in the
business, other executives may (i) be entitled to a retention bonus
corresponding to maximum 6 monthly fixed salaries (excluding pension, or in
specific cases, including pension), provided that notice of termination of
employment has not been given 6 months after such change, alternatively (ii)
under certain circumstances, be entitled to terminate the employment with a
right to severance payment, however, corresponding to maximum 12 monthly fixed
salaries (excluding pension, or in specific cases, including pension), to be
paid in addition to the salary during the notice period.
Other compensation may consist of other customary benefits, such as healthcare
insurance, which shall not constitute a material portion of the total
remuneration.
In addition thereto, additional compensation may 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, or a support
package including relocation support, tax filing support, 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 (A) the implementation of a long-term incentive program and
(B) hedging arrangements in respect thereof (item 17)
Background
The Board of Directors of Swedish Orphan Biovitrum AB (publ) ("Sobi") proposes
that the annual general meeting 2014 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 (excluding employees based in
the U.S) the opportunity of becoming shareholders in Sobi. It is proposed that
the Program be divided into two parts: (I) one part directed to executives and
directors (the "Executive Program") and (II) one part directed to all other
employees (the "All Employee 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
Executive Program provides Sobi with a crucial component of a competitive total
compensation package with which to attract and retain executives who are
critical to Sobi's on-going success. The All Employee Program creates a
motivating effect 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 compensation
program.
The Board of Directors of Sobi has evaluated the long-term incentive program
resolved on by the 2013 annual general meeting and has concluded that both the
Executive Program and the All Employee Program satisfy the intended purposes.
Similarly to the incentive program resolved on by the 2013 annual meeting, the
Program shall be inspiring, achievable, easy to understand, cost effective to
administrate, and easy to communicate. 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 aim 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 2014 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 Executive Program
(a) The Executive Program is proposed to be open to no more than 88
permanent employees of the Sobi Group, whereof no more than 69 permanent
employees on director level of the Sobi Group ("Directors"), no more
than 11 permanent employees on executive level 1 of the Sobi Group ("E1
Members"), no more than 7 members on executive level 2 of the Sobi Group
("E2 Members") and the Chief Executive Officer of Sobi ("CEO").
(b) The Executive Program will allow Directors, E1 Members and E2 Members
and the CEO to make investments of their own in common shares in Sobi
("Executive Investment Shares"). For each Executive Investment Share,
Directors, E1 Members and E2 Members and the CEO 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
Directors, E1 Members and E2 Members and the CEO were notified by Sobi
of their admission to the Executive Program (the "Lock-up Period"). Sobi
must notify the Directors, E1 Members and E2 Members and the CEO of
their admission to the Executive Program no later than on
31 December 2014.
(c) Moreover, Directors, E1 Members and E2 Members and 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
additional common shares in Sobi free of charge ("Executive Performance
Shares"), from Sobi or from a designated third party. Directors may be
allotted no more than 2 Executive Performance Shares, E1 Members and E2
Members no more than 3.5 Executive Performance Shares and the CEO no
more than 5.5 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,[1] 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,[2] must increase with at least 75%. If the share price
increase, adjusted for any dividend payments,[3] 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 OMX Stockholm, adjusted for any dividend
payments,[4] 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 OMX Stockholm, adjusted for any
dividend payments,[5] 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 Director, E1 Members, E2 Members or CEO and the
respective gross annual average salary for 2014 for each such category.
Executive Investment Shares may be acquired by Directors for an amount
corresponding to no more than 10% of the gross annual average fixed
salary for Directors in 2014, by E1 Members for an amount corresponding
to no more than 15% of the gross annual average fixed salary for E1
Members in 2014, by E2 Members for an amount corresponding to no more
than 20% of the gross annual average fixed salary for E2 Members in
2014 and by the CEO for an amount corresponding to no more than 20% of
the gross annual salary (including pension) in 2014.
II. Terms and conditions applying to the All Employee Program
(a) The All Employee Program is proposed to be open to approximately 400
permanent employees of the Sobi Group ("Employees").
(b) The All Employee Program will allow Employees to make investments of
their own in common shares in Sobi ("Employee Investment Shares"). For
each Employee Investment Share, the Employees will have the possibility
to be allotted 1 common share in Sobi free of charge ("Employee Matching
Share"), 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 2014.
(c) Moreover, Employees 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 ("Employee Performance Shares"), from Sobi or from a designated
third party. Employees may be allotted no more than 1 Employee
Performance Share for each Employee Investment Share. In order for any
allotment of Employee Performance Shares to take place the share price
of the Sobi common share, adjusted for any dividend payments,[6] must
increase with more than 15%. For maximum allotment of Employee
Performance Shares to take place, the share price of the Sobi common
share, adjusted for any dividend payments,[7] must increase with at
least 75%. If the share price increase, adjusted for any dividend
payments,[8] is between 15% and 75% the program participants will
receive a linear allotment of Employee 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 OMX Stockholm, adjusted for any dividend payments,[9]
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 OMX Stockholm, adjusted for any dividend
payments,[10] during the last 10 trading days of the Lock-up Period.
(d) The maximum number of Employee Investment Shares each Employee may
invest in depends on the gross annual average fixed salary for Employees
in 2014. Employee Investment Shares may be acquired for an amount
corresponding to no more than 5% of the gross annual average fixed
salary for Employees in 2014.
III. Terms and conditions applying to both the Executive Program and the All
Employee Program
(a) Program participants must normally purchase Investment Shares[11] in
connection with the start of the Lock-up Period.
(b) Matching and Performance Shares[12] may normally be allotted only after
the expiration of the Lock-up Period.
(c) In order for a program participant to be allotted Matching and
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,
throughout this Lock-up Period, has retained the Investment Shares
purchased. Investment Shares disposed of prior to the expiration of the
Lock-up Period will not be included in the calculation to determine any
allotment of Matching and Performance Shares.
(d) 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 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 Performance Shares, or
that no Performance Shares shall be allotted at all.
(e) 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.
(f) 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.
(g) The Program shall comprise no more than 1,445,929 common shares in Sobi,
of which 197,486 constitute Executive Matching Shares, 571,459
constitute Executive Performance Shares, 165,645 constitute Employee
Matching Shares and 165,645 constitute Employee Performance Shares. The
remaining 345,694 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.
(h) The number of Matching Shares and 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 72,
(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 38.3 million, excluding
social security costs. The costs for social security charges are calculated to
approximately SEK 15.1 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 72 at the time of
the program participant's own investment, that the Program comprises
approximately 490 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 72 with 10% until the implementation of the
Program the effect on costs would only be marginal as the number of Matching and
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 3% of
Sobi's total employee costs.
If the Program had been implemented in 2013, if the company had had costs in
accordance with the example in the preceding paragraph, and Matching and
Performance Shares had been allotted in 2013 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 2013 had decreased by SEK 0.05 to SEK -0.40 and the shareholders'
equity per share for the financial year 2013 had decreased by SEK 0.09 to SEK
17.54.
Dilution
Upon full allotment of Matching Shares and Performance Shares, the number of
shares under the Program amounts to 1,100,235 common shares in Sobi,
corresponding to a dilution effect of approximately 0.41% of the share capital
and the votes. Aggregated with the 345,694 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
0.53%. If all outstanding long-term incentive programs are included in the
calculation, then the corresponding maximum level of dilution amounts to 1.87%.
Hedging arrangements
The Board of Directors proposes that the annual general meeting, as a main
alternative, resolves (i) on a directed issue of redeemable and convertible
series C shares and (ii) to authorize 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.1(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.1 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 2014 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 2017 that transfers
be made of own common shares on a regulated market in order to cover above
mentioned costs.
Should the majority required under item B.1 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 B.2 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.
_______________________
B. Hedging arrangements in respect of the Program
B.1 Directed issue of redeemable and convertible series C shares,
authorization 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 217,385 through an issue of
no more than 396,180 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 May 9 -
September 15, 2014, 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 2014.
(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) Authorization for the Board of Directors to decide on a repurchase
of all issued redeemable and convertible series C shares
Authorization 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 authorization is valid and may be exercised on one or several
occasions until the annual general meeting 2015.
(c) The number of series C shares permitted to be repurchased shall amount
to no more than 396,180.
(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.1(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.
(iii) Resolution on transfers of own common shares to program
participants
In total 5,163,172 series C shares were issued and repurchased by Sobi under
previous share programs for the purpose of securing Sobi's obligations under
such programs. The shares have subsequently been 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 1,049,749 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.1(i) and B.1(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 1,100,235 common shares in Sobi (corresponding to 197,486 Executive
Matching Shares, 571,459 Executive Performance Shares, 165,645 Employee
Matching Shares and 165,645 Employee Performance 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.
B.2 Equity swap agreement with a third party
Should the majority required under item B.1 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.1 above or in
accordance with the Board of Directors' proposal under item B.2 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.1 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 B.2 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 common 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 2013, note 14, 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.
Authorization 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 338,766 common shares may, prior to the annual general meeting
2015, be transferred for the purpose of covering certain payments, primarily
social security charges that may occur in relation to the Share Program 2011 and
the CEO Share Program 2011. Transfer of shares shall be effected on NASDAQ OMX
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 2011 and the CEO Share Program 2011. 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 Thursday 17 April 2014, 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 April 2014
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 Inflammation and Genetic diseases, with three late stage biological
development projects within Haemophilia and Neonatology. We also market a
portfolio of specialty and rare disease products for partner companies. Sobi is
a pioneer in biotechnology with world-class capabilities in protein biochemistry
and biologics manufacturing. In 2013, Sobi had total revenues of SEK 2.2 billion
(€253 M) and about 550 employees. The share (STO: SOBI) is listed on NASDAQ OMX
Stockholm. More information is available at www.sobi.com.
For more information please contact
Oskar Bosson, Head of Communications
T: +46 70 410 71 80
oskar.bosson@sobi.com
[1] So-called Total Shareholder Return.
[2] See footnote 1.
[3] See footnote 1.
[4] See footnote 1.
[5] See footnote 1.
[6] See footnote 1.
[7] See footnote 1.
[8] See footnote 1.
[9] See footnote 1.
[10] See footnote 1.
[11] "Investment Shares" includes Executive Investment Shares and Employee
Investment Shares.
[12] "Matching Shares" includes Executive Matching Shares and Employee Matching
Shares and "Performance Shares" includes Executive Performance Shares and
Employee Performance Shares.
[13] The quotient value of the share as per the day of this notice is
approximately SEK 0.55.
