(Información remitida por la empresa firmante)
STOCKHOLM, July 18, 2023/PRNewswire/ — The shareholders in Swedish Orphan Biovitrum AB (publ) (Sobi®) Reg. No. 556038-9321, are hereby summoned to the Extraordinary General Meeting (the “Meeting”), to be held on Tuesday, 15 August 2023 at 10.00 at the offices of Mannheimer Swartling Advokatbyrå, Norrlandsgatan 21, Stockholm, Sweden. Registration for the Meeting will begin at 09.30.
The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the Meeting also by postal voting in accordance with the regulations in Sobi’s Articles of Association.
Right to participate and registration
(A) Participation at the meeting venue in person
A person who wishes to attend the meeting venue in person or by proxy must
be registered as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on 7 August 2023, and
give notice of participation no later than 9 August 2023, at Euroclear Sweden AB’s website https://anmalan.vpc.se/euroclearproxy?sprak=1, by mail to Swedish Orphan Biovitrum AB (publ), “Extraordinary General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, by e-mail generalmeetingservice@euroclear.com or by telephone number +46 8 402 92 27. The notification shall set forth the name, address, telephone number (daytime), personal/corporate identity number and, when applicable, information about the number of assistants (not more than two).
If the shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder shall be issued for the proxy. Proxy forms are available at the company’s website www.sobi.com. If the power of attorney has been issued by a legal entity, a registration certificate or corresponding authorisation must be enclosed. In order to facilitate registration at the Meeting, the power of attorney, registration certificate and other authorisation documents should be sent to the company at the address stated above in connection with the notice of participation.
(B) Participation by postal voting
A person who wishes to participate in the Meeting by postal voting must
be registered as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on 7 August 2023, and
give notice of participation no later than 9 August 2023 by casting its postal vote in accordance with the instructions below so that the postal voting form is received by Euroclear Sweden AB no later than that day.
Shareholders who wish to attend the meeting venue in person or by proxy must give notice in accordance with (A) above. Hence, a notice of participation only through postal voting is not sufficient for a person who wishes to attend the meeting venue in person.
A special form shall be used for postal voting. The postal voting form is available at the company’s website www.sobi.com.
The completed and signed postal voting form may be sent by mail to Swedish Orphan Biovitrum AB (publ), “Extraordinary General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by e-mail to generalmeetingservice@euroclear.com. Shareholders may also submit their postal votes electronically through verification with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/euroclearproxy?sprak=1. The completed form must be received by Euroclear Sweden AB no later than 9 August 2023.
The shareholder may not provide specific instructions or conditions to the postal voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the postal voting form and at https://anmalan.vpc.se/euroclearproxy?sprak=1.
If the shareholder submit its postal vote by proxy, a written and dated power of attorney signed by the shareholder shall be enclosed with the postal voting form. Proxy forms are available at the company’s website www.sobi.com. If the shareholder is a legal entity, a registration certificate or corresponding authorisation must be enclosed with the form.
Nominee registered shares
In order to be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation, register its shares in its own name so that the shareholder is registered as a shareholder in the share register as of 7 August 2023. Such re-registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than 9 August 2023 will be taken into account in the presentation of the share register.
Proposed agenda
Election of the chairman of the Meeting (item 2)
The Board of Directors proposes that attorney-at-law Emil Boström from Mannheimer Swartling Advokatbyrå is elected chairman of the Meeting.
Preparation and approval of the voting list (item 3)
The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the company, based on the Extraordinary General Meeting’s register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.
Authorisation for the Board of Directors to resolve on new issue of common shares (item 7)
The Board of Directors proposes that the Meeting resolves to authorise the Board of Directors to, during the period up to the Annual General Meeting 2024, resolve on issue of new common shares with preferential rights for the company’s shareholders. The total number of shares that may be issued shall amount to the number of shares that corresponds to issue proceeds of approximately SEK 6,000,000,000 and shall be within the limits of the share capital. The purpose of the authorisation is to repay part of the bridge loan that partly finances the company’s acquisition of CTI BioPharma Corp. Other terms and conditions for the new share issue shall be determined by the Board of Directors.
The current authorisation for the Board of Directors to issue new shares and/or convertible bonds and/or warrants, resolved by the Annual General Meeting on 9 May 2023, shall still be applicable.
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.
Authorisation for the Board of Directors to resolve on a directed issue of series C shares and authorisation for the Board of Directors to resolve on repurchase of issued series C shares (item 8 (I)-(II))
Sobi annually resolves on implementation of long term incentive programmes, divided into two parts, one part directed to managers and executives (the “Management Programme”) and one part directed to all other employees (the “All Employee Programme”). Sobi currently has seven existing incentive programmes. To secure delivery of common shares to the participants in the programmes, Sobi has issued and repurchased redeemable and convertible series C shares. The programmes in question are the Management Programmes 2019-2023 and the All Employee Programmes 2021-2022.
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