(Información remitida por la empresa firmante)
In order to secure delivery of common shares in Sobi to the participants in the above-mentioned incentive programmes after the recalculation of the number of common shares that may be delivered under each programme as a result of the rights issue that Sobi intends to carry out pursuant to the authorisation in item 7, the Board of Directors proposes that the Meeting resolves to (I) authorise the Board of Directors to resolve on a directed issue of series C shares and (II) authorise the Board of Directors to resolve on repurchase of issued series C shares as follows.(I). Authorisation for the Board of Directors to resolve on a directed issue of redeemable and convertible series C shares
Authorisation for the Board of Directors to resolve on a directed issue of redeemable and convertible series C shares in Sobi on the following terms and conditions:
a) The number of series C shares to be issued shall amount to no more than 700,000.
b) The authorisation may be exercised on one or several occasions until the Annual General Meeting 2024.
c) With deviation from the shareholders’ preferential rights, the new shares may only be subscribed for by one external party after arrangement in advance.
d) The amount to be paid for each new share (the subscription price) shall equal the share’s quota value at the time of subscription.[1]
e) 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.
(II). Authorisation for the Board of Directors to resolve on repurchase of all issued redeemable and convertible series C shares
Authorisation for the Board of Directors to resolve on 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 may be exercised on one or several occasions until the Annual General Meeting 2024.
c) The number of series C shares permitted to be repurchased shall amount to no more than 700,000.
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 (I). above.
e) Payment for shares repurchased shall be made in cash.
f) The Board of Directors shall be authorised 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 authorisations to resolve on new issue and repurchase of series C shares are integrated parts of the hedging arrangements for the incentive programmes previously adopted by the Annual General Meeting as described above. The purpose of the authorisation to resolve on new issue of series C shares and the proposed possibility to repurchase own shares is that Sobi shall be able to fulfil its obligations under the above-mentioned incentive programmes in a cost-effective manner after the recalculation of the number of common shares that may be delivered under each programme as a result of the rights issue that Sobi intends to carry out pursuant to the authorisation in item 7.
The Board of Directors, or anyone appointed by the Board of Directors, shall be authorised to make such minor adjustments of the resolution that may be necessary in connection with registration with the Swedish Companies Registration Office.
The Board of Directors’ proposal for a resolution on (I) authorisation for the Board of Directors to resolve on a directed issue of series C shares and (II) authorisation for the Board of Directors to resolve on repurchase of issued series C shares form one combined proposal. For a valid resolution in accordance with the Board of Directors’ proposal, the proposal must be supported by shareholders representing at least two thirds of both the number of votes cast and the shares represented at the Meeting.
Shares and votes
As per the date of this notice there are 311,336,796 shares issued in the company. All shares are common shares representing one vote each. The company holds 14,399,118 own common shares, which cannot be represented at the Meeting.
Documents
Proxy forms and postal voting forms are available on the company’s website www.sobi.com. Other documents that shall be held available for the shareholders pursuant to the Swedish Companies Act will be available at the company’s head office at Tomtebodavägen 23A, in Solna, Sweden, and at the company’s website, www.sobi.com, by 25 July 2023 at the latest. The documents will also be sent without charge to those shareholders who so request and who inform the company of their postal address.
Information at the Extraordinary 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.
Processing of personal data
For information on how personal data is processed in connection with the Extraordinary General Meeting, visit
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm in July 2023
Swedish Orphan Biovitrum AB (publ)
The Board of Directors
Sobi
Sobi® is a specialised international biopharmaceutical company transforming the lives of people with rare and debilitating diseases. Providing reliable access to innovative medicines in the areas of haematology, immunology and specialty care, Sobi has approximately 1,600 employees across Europe, North America, the Middle East, Asia and Australia. In 2022, revenue amounted to SEK 18.8 billion. Sobi’s share (STO: SOBI) is listed on Nasdaq Stockholm. More about Sobi at sobi.com, LinkedIn and YouTube.
Contacts
For details on how to contact the Sobi Investor Relations Team, please click here. For Sobi Media contacts, click here.
[1] The quotient value of the share as per the day of this notice is approximately SEK 0.55.
The following files are available for download:
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