The shareholders in Swedish Orphan Biovitrum AB (publ) (Sobi™) Reg. No. 556038-9321, are hereby summoned to the Annual General Meeting (the "Meeting"), to be held on Wednesday, 13 May 2020 at 15:00 at Stockholm City Conference Centre, Norra Latin, Drottninggatan 71B, Stockholm, Sweden.
Information with regards to the coronavirus
Due to the coronavirus developments and the Public Health Agency of Sweden's increased risk level of infection spreading in Sweden, Sobi seeks to limit physical attendance at the Annual General Meeting to the extent possible. Therefore, Sobi urges all shareholders to make use of the possibility to be represented by proxy or to exercise their voting rights by postal voting ahead of the general meeting (if provided; see below).
Euroclear Sweden AB provides, at no cost, a possibility for shareholders who wish to be represented by proxy to appoint a proxy, provided by Euroclear Sweden AB, to vote according to the shareholder's instructions. For more information regarding this possibility, please see www.euroclearproxy.se. Any questions that shareholders wish to raise can be sent to Sobi ahead of the general meeting at [email protected].
The Board of Directors of Sobi has resolved on the following measures to reduce the risks of infection spreading at the Annual General Meeting:
A new temporary regime allows the company to provide for the possibility to vote at the Annual General Meeting by post; i.e. a person who does not wish to attend the general meeting in person may submit its vote to the company in advance. Sobi may provide for the possibility to vote by post, and will in such case provide more information about this on the web site, www.sobi.com.
Please see the information and recommendations issued by the Public Health Agency of Sweden. Sobi follows the development and the recommendations of the authorities and will, if necessary, update the information about the Annual General Meeting on Sobi's web site, www.sobi.com.
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 Thursday, 7 May 2020, and
must notify the company of their intention to participate in the Meeting not later than on Thursday, 7 May 2020, at the company'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 31 91.
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 299,977,839 shares issued in the company. All shares are common shares representing one vote each. The company holds 5,678,099 own common 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 Thursday, 7 May 2020. 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 request it and who inform the company of their postal address.
Proposed agenda
________________________
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 Håkan Björklund (chairman of the Board of Directors), Petra Hedengran, chairman (Investor AB), Lennart Francke (Swedbank Robur fonder) and Anders Oscarsson (AMF and AMF Fonder), proposes:
Staffan Schüberg
Mr. Schüberg was born in 1969 and has a BA Hons Business Administration from the London Guildhall University, United Kingdom.
Since 2018, Mr. Schüberg is CEO and Member of the Board of Directors of the ESTEVE Group. He is also member of the Board of Directors of Dizlin Pharmaceuticals AB, the European Federation of Pharmaceutical Industries and Associations (EFPIA) and Corporacíon Químico Farmacéutical Esteve S.A. Furthermore, Mr. Schüberg has extensive experience from the pharmaceutical industry and more than 20 years of experience from Board and executive management roles, including a number of senior positions within Lundbeck A/S, such as Regional Vice President for Southern and Western Europe, President and Chairman of the U.S. operations and Global Chief Commercial Officer on Group level.
The Nomination Committee recommends the elected board members to build their own holdings of shares in the company
Similar to previous years, the Nomination Committee recommends the Board of Directors of Swedish Orphan Biovitrum AB (publ) 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 AB (publ) 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 executive remuneration (item 16)
The members of the Executive Committee of Swedish Orphan Biovitrum AB (publ) (the "Company" or "Sobi") fall within the provisions of these guidelines. The guidelines also cover any remuneration to members of the Board of Directors, except fees resolved by the general meeting[1].The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2020. These guidelines do not apply to any remuneration decided or approved by the general meeting.
The guidelines' promotion of the Company's business strategy, long-term interests and sustainability
At Sobi we are transforming the lives of people affected by rare diseases. As a specialized international biopharmaceutical company, we provide sustainable access to innovative therapies in areas such as haematology, immunology and specialty care. We bring something rare to rare diseases - a belief in the strength of focus, the power of agility and the potential of the people we are dedicated to serving.
Sobi's vision is to be recognised as a global leader in providing innovative treatments that transform lives for individuals with rare diseases.
We aim to have a strong correlation between Sobi's compensation elements, the long-term strategy and sustainability. To support our vision, we also have performance measures such as growth and profitability as we aim to create long-term sustainable value for people with rare diseases, shareholders, employees and other stakeholders.
For more information regarding the Company's business strategy, please see www.sobi.com.
A prerequisite for the successful implementation of the Company's business strategy and safeguarding of its long-term interests, including its sustainability, is that the Company is able to recruit and retain highly qualified personnel. As an international company, a majority of Sobi's personnel is employed outside of Sweden. Remuneration for the Executive Committee is designed on a total remuneration approach. The position of total remuneration should be market competitive 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 guidelines shall enable international hiring and support diversity within the Executive Committee. Employment contracts governed by rules other than Swedish may be duly adjusted to ensure compliance with mandatory rules or established market practice, taking into account, to the extent possible, the overall purpose of these guidelines.
Types of remuneration, etc.
The remuneration shall be on market terms and may consist of the following components: fixed base pay, variable pay, pension benefits and other benefits. Additionally, the general meeting may - irrespective of these guidelines - resolve on, among other things, share-related or share price-related remuneration. The components are presented below.
Fixed Base Pay
The fixed base pay of the Executive Committee shall be based on competence, responsibility and performance. The Company uses an international evaluation system to evaluate the scope and responsibility of the position.
Variable Pay
The annual Short-Term Incentive plan shall be based on the achievement of predetermined and measurable annual financial (75 per cent) and non-financial objectives (25 per cent). The annual financial objectives shall be related to targets promoting growth and profitability (annual revenues and EBITA[2]). The annual financial objectives are recommended by the Compensation & Benefits Committee and approved by the Board of Directors. The annual non-financial objectives are related to strategic and business development goals as defined and approved according to the grandparent-manager principle.
The objectives are determined for the promotion of the Company's business strategy, long-term development (including its sustainability), value creation and financial growth and shall be designed in a way that encourages compliant behaviour. The maximum annual Short-Term Incentive may vary but shall not amount to more than 100 per cent of the annual gross fixed base pay. To which extent the criteria for awarding annual Short-Term Incentive has been satisfied shall be evaluated and determined by the Board of Directors upon the recommendation from the Compensation & Benefits Committee.
Further variable pay may also be paid out in extraordinary circumstances, provided that such arrangement is of a one-time nature and is agreed on an individual basis for management recruitment or retention purposes or as compensation for extraordinary efforts beyond the individual's ordinary assignment. Such compensation shall be in line with market practice and may for example include a one-time cash payment, retention bonus or severance payment in case of a change of control, or similar. The compensation shall not exceed the amount of the gross fixed base pay for three (3) years and shall not be paid more than once a year per individual. Resolutions on such compensation shall be made by the Board of Directors based on a proposal from the Compensation & Benefits Committee.
Long-term Incentives
Long-term share-related incentive plans have been implemented in the Company. Such plans are proposed by the Board of Directors and presented to the Annual General Meeting for approval and are therefore excluded from these guidelines. The performance criteria used to assess the outcome of the long- term share-related incentive plan for the Executive Committee are distinctly linked to the business strategy and thereby to the Company's long-term value creation. For more information about the Company's long-term share-related incentive plans, including the criteria which the outcome depends on, please see www.sobi.com.
Pension and benefits
The preferred pension plan design is defined contribution [3]. If the operating environment requires the establishment of a defined benefit pension plan under mandatory collective agreement provisions, law or other regulations, such a plan may be established. The defined benefit level should in such cases be limited to the mandatory level.
The pension premiums or allowance for pension shall amount to not more than 40 per cent of the member's pensionable salary, which may include a capped level of the variable pay to the extent required by mandatory collective agreement provisions.
Other benefits may include, for example, life insurance, health insurance, medical insurance, and company cars. Premiums and other costs relating to such benefits shall be based on market practice but amount to no more than 20 per cent of the annual gross fixed base pay.
Executives who are expatriates to or from Sweden may receive additional remuneration and other benefits, such as a support package including relocation and tax filing support as well as tax equalization, to the extent reasonable in light of the special circumstances associated with the expat arrangement, taking into account, to the extent possible, the overall purpose of these guidelines. Such benefits may not in total exceed 40 per cent of the annual gross fixed base pay.
Termination of employment
The notice period may not exceed twelve (12) months. Fixed salary during notice period and severance pay, including payments for any restrictions on competition, shall in total not exceed an amount equivalent to the gross fixed base pay for two (2) years.
Consultancy fees to the members of the Board of Directors
The members of the Board of Directors elected by the general meeting may receive consultancy fees for services provided to the Company. Such services must contribute to the Company's business strategy and long-term interests, including its sustainability, and may not relate to regular board work. Any consultancy fee shall be based on market terms and may for each member of the Board of Directors not exceed the annual remuneration for the board assignment. The above applies correspondingly to services performed by a wholly-owned company of a member of the Board of Directors.
Salary and employment conditions for employees
In the preparation of the Board of Directors' proposal for these remuneration guidelines, salary and employment conditions for employees of the Company have been taken into account. Information on the employees' total remuneration, the components of the remuneration and increase and growth rate over time, have been included in the Compensation & Benefits Committee's and the Board of Directors' basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
The decision-making process to determine, review and implement the guidelines
The Board of Directors has established a Compensation & Benefits Committee. The committee's tasks include preparing the Board of Directors' decision to propose guidelines for remuneration to the Executive Committee. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and present it to the Annual General Meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The Compensation & Benefits Committee shall also monitor and evaluate programs for variable remuneration for the Executive Committee, the application of these guidelines as well as the current remuneration structures and compensation levels in the Company. The members of the Compensation & Benefits Committee are independent of the Company and the Executive Committee. The CEO and other members of the Executive Committee do not participate in the Board of Directors' processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Derogation from the guidelines
The Board of Directors may temporarily resolve to derogate from these guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company's long-term interests, including its sustainability, or to ensure the Company's financial viability. As set out above, the Compensation & Benefits Committee's tasks include preparing the Board of Directors' resolutions in remuneration-related matters. This includes any resolutions to derogate from these guidelines.
Proposal regarding amendments of the articles of association (item 17)
The Board of Directors proposes that the Annual General Meeting resolves on an amendment to § 1 of the Swedish language version of the articles of association by replacing the term firma with företagsnamn, which does not affect the English language version. Furthermore, the Board of Directors proposes that § 8 second paragraph regarding participation in general meetings be updated for further stringency without any change as to substance and is amended to remove the requirement that notice to attend a general meeting must be made no later than by stated time of the day on the last day to give notice. The Board of Directors also proposes that § 12 be updated because the Act referenced in the section has a new name. The wording proposed by the Board of Directors is set out below.
Current wording | Suggested wording |
§ 8 second paragraph A shareholder who wishes to participate at a general meeting of shareholders shall be listed in a print-out, or other report of the entire share register regarding the circumstances five weekdays before the general meeting, and shall notify the company of his/her intention to attend the meeting not later than 4 pm on the day stated in the notice of the general meeting of shareholders. Such day shall not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and shall not occur earlier than on the fifth weekday before the general meeting. |
§ 8 second paragraph In order to participate at a general meeting, a shareholder shall notify the company of his/her intention to attend the meeting not later than on the day stated in the notice of the general meeting of shareholders. Such day shall not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and shall not occur earlier than on the fifth weekday before the general meeting. |
§ 12 The shares of the company shall be registered in a record day register in accordance with the Swedish Financial Instruments Act (1998:1479). |
§ 12 The shares of the company shall be registered in a record day register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479). |
Majority requirements
A valid resolution requires approval of shareholders representing at least two-thirds of the votes cast as well as the shares represented at the Annual General Meeting.
Proposal regarding the implementation of a Management Programme and an All Employee Programme in accordance with A.I and A.II, respectively, and hedging arrangements in respect thereof in accordance with B. or C. (item 18)
Background
The Board of Directors of Swedish Orphan Biovitrum AB (publ) ("Sobi") proposes that the Annual General Meeting 2020 resolves on the implementation of long-term incentive programmes, giving all permanent employees of the Sobi Group the opportunity of becoming shareholders in Sobi. A division into two parts is proposed: (I) one part directed to managers and executives (the "Management Programme") and (II) one part directed to all other employees (the "All Employee Programme", jointly with the Management Programme, the "Programmes"), with separate resolutions on each part.
The overall purpose of the Programmes is to closely align the employees' interests with those of the shareholders and to create a long-term commitment to Sobi. The Management Programme 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 Programme 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 programmes is a vital and important part of Sobi's total remuneration package.
The Board of Directors of Sobi has evaluated the long-term incentive programmes approved by the Annual General Meeting 2019 and has concluded that the All Employee Programme as well as the Management Programme work well and satisfy the intended purposes.
Similar to the incentive programme approved by the Annual General Meeting 2019, the Programme shall be inspiring, achievable, easy to understand, cost effective to administer, easy to communicate and in line with market practice. Following implementation of the Programme, 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 Programme satisfies its purposes, and this will also include a review of the outcome and the costs for the Programme.
Implementation of the Programmes
The Board of Directors proposes that the Annual General Meeting 2020 resolves on implementation of the Programmes in accordance with the principal terms and conditions set out below:
The Management Programme
It is proposed that the Management Programme be open to no more than 310 permanent employees of the Sobi Group, whereof no more than 249 employees on director level of the Sobi Group ("Band D"), no more than 30 employees on vice president level of the Sobi Group ("Band C"), no more than 15 pre-selected key employees of the Sobi Group ("Band B2"), no more than 15 employees who are members of the Executive Committee of the Sobi Group ("Band B1") and the CEO of Sobi ("CEO"), on the following terms and conditions and the terms and conditions set out in item A. III below.
Performance shares
Each participant in Band D, Band C, Band B2, Band B1 and the CEO will free of charge receive a performance share award under the Management Programme ("LTIP Award") entitling the participant to receive an allocation of a number of Sobi common shares free of charge from Sobi or from a designated third party, subject to the satisfaction of the condition in section e) below as well as the satisfaction of the performance conditions set out in section c) below ("Management Performance Shares"). Any Management Performance Shares will be allocated after the expiration of the three-year vesting period, starting on the date the participants in Band D, Band C, Band B2, Band B1 and the CEO are notified by Sobi of their admission to the Management Programme (the "Vesting Period"). Sobi must notify the participants in Band D, Band C, Band B2, Band B1 and the CEO of their admission to the Management Programme no later than on 31 December 2020.
The value of the underlying shares at the time of grant in respect of each LTIP Award will amount to (i) 150% of the gross annual fixed salary in 2020 for the CEO, (ii) 75% of the gross annual fixed salary in 2020 for each Band B1 participant, on an individual basis, (iii) 75% of the gross annual fixed salary in 2020 for each Band B2 participant, on an individual basis, (iv) 75% of the average gross annual fixed salary in 2020 for Band C participants, and (v) 35% of the average gross annual fixed salary in 2020 for Band D participants. The share price used to calculate the value of the underlying shares in respect of each LTIP Award, and hence the number of shares to which each LTIP Award entitles, shall be the volume-weighted average price paid for the Sobi common share on Nasdaq Stockholm, adjusted for any dividend payments, during a period of ten trading days immediately prior to the commencement of the Vesting Period.
The portion (if any) of an LTIP Award that will vest at the end of the Vesting Period is based on and subject to the satisfaction of the following performance conditions:
Absolute TSR [4] increase
60% of an LTIP Award granted to a participant will be subject to satisfaction of certain levels of absolute TSR increase over the Vesting Period. In order for any vesting related to absolute TSR increase to occur, the TSR must increase by more than 15% over the Vesting Period. In order for full vesting related to absolute TSR increase to occur, the TSR must increase by at least 50% over the Vesting Period. If the TSR increase is between 15% and 50% over the Vesting Period, a linear vesting related to absolute TSR increase will occur. The calculation of the TSR shall for the purpose of the TSR performance condition 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, during a period of ten trading days immediately prior to the start of the Vesting Period and the volume-weighted average price paid for the Sobi common share on Nasdaq Stockholm, adjusted for any dividend payments, during the last ten trading days of the Vesting Period.
Annual revenues
40% of an LTIP Award granted to a participant will be subject to the Sobi Group's actual annual revenues reaching or exceeding the Sobi Group's target annual revenues, as set out in the budget established by the Board of Directors. A comparison shall be made for each of the financial years 2020, 2021 and 2022. If the threshold is reached or exceeded for a financial year, full vesting related to annual revenues in respect of that financial year will occur (i.e. 1/3 of 40%). If the threshold is not reached for a financial year, no vesting related to annual revenues in respect of that financial year will occur.
Management Performance Shares may be allocated only after the expiration of the Vesting Period, unless the Board of Directors of Sobi in an individual case resolves otherwise.
In order for a Management Programme participant to be allocated Management 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 Vesting Period.
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 allocation of Management Performance Shares become unreasonable, the Board of Directors shall be entitled to make adjustments to the Management Programme, including, among other things, be entitled to resolve on a reduced allocation of Management Performance Shares, or that no Management Performance Shares shall be allocated at all.
Employee stock options
In addition to the LTIP Award, the CEO as well as Band B1 and Band B2 participants (approximately 31 employees in total) shall free of charge be awarded employee stock options ("Options").
The Options shall not be deemed securities and shall be non-transferable.
The Options shall be awarded as soon as possible after the Annual General Meeting 2020. For new employees awards may take place at a later point in time but no later than on 31 December 2020.
Each Option shall entitle the holder to acquire one Sobi common share ("Option Share") at a strike price equivalent to 105% of the volume-weighted average price paid for the Sobi common share at Nasdaq Stockholm, adjusted for any dividend payments, during a period of ten trading days immediately prior to the commencement of the Vesting Period (the "Strike price"). The Strike Price shall be rounded to the nearest SEK 0.01, whereby SEK 0.005 shall be rounded upwards. The Strike price and the number of Option Shares that may be acquired for each Option will be subject to recalculation as a result of intervening bonus issues, splits, rights issues and/or other similar corporate events.
The value of each award of Options will amount to (i) 150% of the gross annual fixed salary in 2020 for the CEO, (ii) 75% of the gross annual fixed salary in 2020 for each Band B1 participant, on an individual basis and (iii) 75% of the gross annual fixed salary in 2020 for for each Band B2 participant, on an individual basis. The valuation of the Options will be carried out pursuant to Black & Scholes. The aggregate number of Options awarded will not exceed 2,124,117 and amount to:
CEO: no more than 388,253 Options.
Band B1: no more than between 42,661 and 88,657 Options per person, depending on the size of the gross annual fixed salary in 2020.
Band B2: no more than between 27,768 and 66,867 Options per person, depending on the size of the gross annual fixed salary in 2020.
Each holder of Options shall be entitled to exercise the Options as from the third anniversary of the award date, up to and including the fifth anniversary of the award date ("Exercise Period"), subject to satisfaction of the condition in section h) below as well as the satisfaction of the performance condition set out in section g) below. In accordance with customary terms and conditions, it shall be possible to exercise the Options prematurely in the event of, inter alia, compulsory redemption of shares, liquidation or merger.
The vesting of Options will be subject to the Sobi Group's actual average revenues reaching or exceeding the Sobi Group's average target revenues, as set out in the budgets established by the Board of Directors, over the financial years 2020-2022. If the threshold is reached or exceeded, full vesting of Options will occur. If the threshold is not reached, no vesting of Options will occur
In order for a Management Programme participant to be eligible to exercise Options it is a condition that, with certain specific exemptions, he/she has been permanently employed within the Sobi Group from the start of the Vesting Period up until the time of exercise of Options.
If significant changes in the Sobi Group or in the market occur which would result in a situation where the Board of Directors considers the number of Options subject to exercise to be unreasonable, the Board of Directors shall be entitled to reduce the number of Options subject to exercise. Such reduction may result in the number of Options subject to exercise being reduced to zero. Further, the value of each Sobi common share received upon exercise of Options shall be capped to three times the Strike price, meaning that the number of Sobi common shares delivered to Management Program participants upon exercise of Options may be reduced.
The All Employee Programme
It is proposed that the All Employee Programme be open to approximately 810 permanent employees of the Sobi Group ("Employees"), on the following terms and conditions and the terms and conditions set out in item A. III below.
The All Employee Programme 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 allocated two common shares in Sobi free of charge ("Employee Matching Shares"), from Sobi or from a designated third party. The Employee Matching Shares will be allocated following expiration of the three-year vesting period, starting on the date the Employees are notified by Sobi of their admission to the All Employee Programme (the "Vesting Period"). Sobi must notify the Employees of their admission to the All Employee Programme no later than on 31 December 2020.
The maximum number of Employee Investment Shares each Employee may invest in depends on the gross annual average fixed salary for Employees in 2020. 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 2020.
All Employee Programme participants must purchase Employee Investment Shares in connection with the start of the Vesting Period.
Employee Matching Shares may be allocated only after the expiration of the Vesting Period, unless the Board of Directors of Sobi in an individual case resolves otherwise.
In order for an All Employee Programme participant to be allocated 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 Vesting Period and that the participant, until the expiration of this Vesting Period, has retained the Employee Investment Shares purchased. Any disposal of Employee Investment Shares prior to the expiration of the Vesting Period will generally result in no Employee Matching Shares being allocated.
Terms and conditions applying to the Management Programme and the All Employee Programme
The Board of Directors shall be authorised to establish the detailed terms and conditions for the Programmes. The Board of Directors may, in that regard, make necessary adjustments to satisfy certain regulations or market conditions outside Sweden.
Participation in the Programmes 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.
The Programmes shall jointly comprise no more than 4,602,132 common shares in Sobi, of which 1,376,910 constitute Management Performance Shares, 2,124,117 constitute Option Shares and 170,100 constitute Employee Matching Shares. The remaining 931,005 common shares in Sobi are such shares that may be transferred by Sobi in order to cover the cash flow effects associated with the Programmes, primarily social security charges.
The number of Employee Matching Shares, Option Shares and Management 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 Programmes etc.
The costs for the Programmes, 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 165, (ii) no dividend is paid by Sobi during the Programmes, (iii) an assessment of future volatility in respect of the Sobi common share, (iv) full vesting of Management Performance Shares related to annual revenues will occur, and (v) full vesting of Options. In total, this can lead to maximum costs for the Programmes of approximately SEK 217.8 million, excluding social security costs. The costs for social security charges are calculated to approximately SEK 95.8 million assuming an annual share price increase of 10% during the Vesting Period. In addition to what is set forth above, the maximum costs for the Programmes have been based on a share price of SEK 165 at the time of the commencement of the Vesting Period, that the Programmes comprise 1,120 participants in total, that each All Employee Programme participant makes a maximum investment and based on historical employee turnover for the Sobi Group of 5%. If the share price increases from SEK 165 with 10% until the implementation of the Programmes the effect on costs would only be marginal as the number of Employee Matching Shares, Management Performance Shares and Option Shares would be reduced correspondingly. Also in case of a decrease in the share price the effect on costs would be marginal. Based on the assumptions above the annual costs for the Programmes, including social security charges, corresponds to approximately 4.7% of Sobi's total annual employee costs.
If the Programmes had been implemented in 2019, if the company had had costs in accordance with the example in the preceding paragraph, and Employee Matching Shares, Management Performance Shares and Option Shares had been allocated in 2019 in accordance with the assumptions in the sample calculation, which among other things assumes an annual share price increase of 10% during the Vesting Period, the earnings per share for the financial year 2019 had decreased by SEK 0.51 to SEK 10.78 and the shareholders' equity per share for the financial year 2019 had decreased by SEK 0.90 to SEK 55.50.
Dilution
Upon full allocation of Employee Matching Shares, Management Performance Shares and Option Shares, the number of shares under the Programmes amounts to 3,671,127 common shares in Sobi, corresponding to a dilution effect of approximately 1.23% of the share capital and the votes. Aggregated with the 931,005 shares that may be transferred in order to cover the cash flow effects associated with the Programmes, primarily social security charges, the maximum dilution effect of the Programmes amounts to approximately 1.54% of the share capital and the votes. If all outstanding long-term incentive programmes are included in the calculation, then the corresponding maximum level of dilution amounts to 3.13%.
Hedging arrangements
The Board of Directors has considered different methods for transfer of shares under the Programmes, in order to implement the Programmes 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 the participants of the Programmes as well as transferred on a regulated market in order to cover the cash flow effects associated with the Programmes, 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 the participants of the Programmes. 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 incentive programmes also may be transferred under the Programmes. The detailed conditions for the Board of Directors' main alternative are set out in item B. below.
Since the Programmes, in principle, are 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 2020 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 the participants of the Programmes, the Board of Directors intends to propose to the Annual General Meeting 2023 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 Programmes. These guidelines have been presented for and adopted by the Board of Directors.
The Board of Directors has established shareholding guidelines which recommend that the CEO and other members of the Executive Committee (Band B1 participants) accumulate personal holdings in Sobi shares representing a value of an annual gross base salary for the CEO and 50% of an annual gross base salary for other members of the Executive Committee, by maintaining Sobi shares already held as well as Sobi shares allocated under the Programmes and under previous incentive programmes. It is recommended that the personal holding of shares is established within three years from being appointed Executive Committee Member. It is recommended that the CEO and other Executive Committee members maintain shares of such a value for the duration of their appointment as CEO or other Executive Committee member.
________________________
Hedging arrangements in respect of the Programmes
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 the participants of the Programmes
Resolution on a directed issue of redeemable and convertible series C shares
Increase of Sobi's share capital by no more than SEK 2,105,751.60 through an issue of no more than 3,837,672 series C shares in Sobi. The issue shall be effected on the following terms:
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.
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. [5]
The new shares shall be subscribed for during the period 14 May - 13 November 2020. Oversubscription is not permitted.
Payment for shares subscribed for shall be effected at subscription of the shares.
The new shares shall be entitled to dividends from and including the financial year 2020.
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).
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:
Repurchase may be made through a public offer directed to all owners of series C shares in Sobi.
The authorisation is valid and may be exercised on one or several occasions until the Annual General Meeting 2021.
The number of series C shares permitted to be repurchased shall amount to no more than 3,837,672.
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.
Payment for shares repurchased shall be made in cash.
The Board of Directors shall be authorized to establish additional terms for the repurchase.
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 Programmes. The reason for the proposed possibility to repurchase own shares is that Sobi shall be able to fulfil its obligations pursuant to the Programmes in a cost-effective manner.
Resolution on transfers of own common shares to the participants of the Programmes
Series C shares have been issued and repurchased by Sobi under previous incentive programmes for the purpose of securing Sobi's obligations under such programmes. Those shares have been converted to common shares. Full allocation of shares will not take place under these programmes and, accordingly, all shares will not be required to secure the obligations under such programmes. The Board of Directors proposes that 764,460 common shares, which are no longer required to secure the obligations of Sobi under previous incentive programmes, 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 Programmes.
Transfers of Sobi's own common shares to the participants of the Programmes may be made on the following terms:
Transfers may be made only of common shares in Sobi, whereby a maximum of 3,671,127 common shares in Sobi (corresponding to 1,376,910 Management Performance Shares, 2,124,117 Option Shares and 170,100 Employee Matching Shares) may be transferred free of charge to participants of the Programmes.
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 Programmes.
Transfers of common shares in Sobi shall be made free of charge at the time and on the other terms that the Programmes' participants are entitled to be allocated shares.
The number of common shares in Sobi that may be transferred under the Programmes will be subject to recalculation as a result of intervening bonus issues, splits, rights issues and/or other similar corporate events.
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 Programmes 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 participants of the Programmes.
________________________
Conditions
The Annual General Meeting's resolution on the implementation of the Management Programme according to item A.I above and the Annual General Meeting's resolution on the implementation of the All Employee Program according to item A.II above, respectively, are conditional upon Annual General 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, etc.
Each of the Annual General Meeting's resolutions according to item A.I and item A.II above requires a simple majority of 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 Annual General Meeting approve the resolution. A valid resolution under item C. above requires a simple majority of the votes cast.
The issue, repurchase and transfer of shares in Sobi are integral parts of the proposed Programmes. Therefore, and in light of the above, the Board of Directors considers it to be advantageous for Sobi and the shareholders that the Programmes' participants are invited to become shareholders in Sobi.
For the purpose of minimising Sobi's costs for the Programmes, the subscription price has been set at the quotient value of the share.
Previous incentive programmes in Sobi
For a description of the company's other long-term incentive programmes, reference is made to the company's annual report for 2019, note 11, and the company's web site, www.sobi.com. No other long-term incentive programmes than those described herein or in the annual report for 2019, note 11, 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 (Sw: Bolagsverket) and Euroclear Sweden AB.
Proposal regarding the approval to authorise the issuance of new shares and/or convertible bonds and/or warrants (item 19)
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to resolve, on one or several occasions, prior to the next Annual General Meeting, on a pre-emptive or non-pre-emptive basis, on the issuance of shares and/or convertible bonds and/or warrants. Such resolution may provide for payment in kind, payment against set-off of claims and/or on other conditions. The number of shares that may be issued, the number of shares that convertible bonds may be converted into and the number of shares that may be subscribed for by the exercise of warrants may not exceed 33,000,000 shares in total.
If the authorisation is exercised in full, the dilution would amount to approximately 10% of the number of shares in the company (counted after the authorisation has been fully exercised).
The Board of Directors, or any person appointed by it, is authorised to make any minor adjustments to the resolution that may be necessary to enable registration with the Swedish Companies Registration Office.
Majority requirements, etc.
The purpose of the authorisation is to enable payment through the issuance of own financial instruments in connection with possible acquisitions that the company may make as well as to raise capital in connection with and in order to finance such acquisitions. A valid resolution in accordance with the Board of Directors' proposal requires that shareholders representing at least two-thirds of both the number of votes cast and the shares represented at the Annual General Meeting support the resolution.
Proposal regarding transfer of own shares (item 20)
The Board of Directors proposes that the Annual General Meeting resolves that not more than 247,655 common shares may, prior to the Annual General Meeting 2021, be transferred for the purpose of covering certain payments, primarily social security charges that may occur in relation to the Incentive Programme 2017. 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 Incentive Programme 2017. A valid resolution requires approval of shareholders representing at least two-thirds of the votes cast as well as the shares represented at the Annual General Meeting.
________________________
Additional information
Information regarding all board members proposed to the Board of Directors of Swedish Orphan Biovitrum AB (publ) 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, 22 April 2020, and will be sent without charge to those shareholders who so request and who inform the company of their postal address. For the purpose of minimizing the risk of the spread of the coronavirus, the company urges shareholders to make use of the possibility to access the annual report, the audit report and other documents through the company's web site or by mail instead of visiting the company's office.
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: [email protected].
Processing of personal data
For information on how personal data is processed in connection with the Annual General Meeting, visit www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm in April 2020
Swedish Orphan Biovitrum AB (publ)
The Board of Directors
[1] Any remuneration to members of the Board of Directors, except fees resolved by the general meeting, may only consist of consultancy fees.
[2] Earnings before interest, tax and amortisation.
[3] A defined contribution pension plan defines a percentage level of the employee's annual gross fixed base pay as contribution that will be paid into the pension plan for each employee.
[4] So-called Total Shareholder Return.
[5] The quotient value of the share as per the day of this notice is approximately SEK 0.55.
Swedish Orphan Biovitrum AB (publ)
Postal address SE-112 76 Stockholm, Sweden
Phone: 46 8 697 20 00 www.sobi.com
We provide access to innovative treatments that transform life for people.
Our therapies are concentrated within the areas of Haematology, Immunology and Specialty Care.
We contribute to societies by improving access to treatment of rare diseases.
Every day, we work actively to find better ways to understand and meet patient needs.
Find out more about our business and financial performance.
Here we present current and past media releases, images and videos.