Notice of Extraordinary General Meeting in Swedish Orphan Biovitrum AB (publ)
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 Wednesday, 11 December 2024 at 09.00 at the offices of Mannheimer Swartling Advokatbyrå, Norrlandsgatan 21, Stockholm, Sweden. Registration for the Meeting will begin at 08.30.
The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the Meeting also by postal voting.
Right to participate and registration
(A) Participation at the meeting venue
A person who wishes to attend the meeting venue in person or by proxy must
- be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Tuesday, 3 December 2024, and
- give notice of participation no later than Thursday, 5 December 2024, 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 [email protected] or by phone no. +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 Extraordinary General Meeting by postal voting must
- be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Tuesday, 3 December 2024, and
- give notice of participation no later than Thursday, 5 December 2024 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.
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 email to [email protected]. 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 5 December 2024.
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 submits 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 listed in the presentation of the share register as of 3 December 2024. 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 5 December 2024 will be taken into account in the presentation of the share register.
Proposed agenda
- Opening of the Meeting.
- Election of the Chair of the Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or several persons to verify the minutes.
- Determination of whether the Meeting has been duly convened.
- Determination of the number of members of the Board of Directors and deputies.
- Election of member of the Board of Directors and the Chair of the Board of Directors.
- David Meek as member of the Board of Directors.
- David Meek as Chair of the Board of Directors.
- Closing of the Meeting.
________________________
Election of the Chair of the Meeting (item 2)
The Nomination Committee of Swedish Orphan Biovitrum AB (publ), which consists of Daniel Nodhäll, Chair (Investor AB), Annette Clancy (Chair of the Board of Directors), Thomas Ehlin (The Fourth Swedish National Pension Fund (AP4)) and Anders Hansson (AMF – Tjänstepension och Fonder), proposes that attorney-at-law Emil Boström from Mannheimer Swartling Advokatbyrå is elected Chair 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.
The number of members of the Board of Directors and deputies (item 7)
The Nomination Committee proposes the following:
that the Board of Directors shall consist of eight ordinary members, without deputies.
Election of member of the Board of Directors and the Chair of the Board of Directors (item 8)
The Nomination Committee proposes the following:
that David Meek should be elected as new ordinary member of the Board of Directors until the end of the Annual General Meeting 2025; and
that David Meek is elected as the Chair of the Board of Directors until the end of the Annual General Meeting 2025.
If the Extraordinary General Meeting resolves in favour of the Nomination Committee's proposals, the Board of Directors will consist of the following members elected by the General Meeting: David Meek (Chair), Annette Clancy, Christophe Bourdon, Zlatko Rihter, Helena Saxon, Staffan Schüberg, Filippa Stenberg and Anders Ullman.
David Meek
David Meek (born 1963) holds a Bachelor of Arts (Management) from the University of Cincinnati and has also studied executive education at Harvard, Dartmouth, Wharton and London Business School.
David Meek currently serves as a member of the Board of Directors of Cullinan Therapeutics, uniQure (Chair) and the University of Southern California School of Pharmacy and Pharmaceutical Sciences. He also has previous experience from board work in listed pharmaceutical companies and US and European trade associations. David Meek has extensive experience from senior positions in the international pharmaceutical industry. Most recently he served as Chief Executive Officer and Board Director of Mirati Therapeutics Inc and prior to that as Chief Executive Officer of FerGene Inc and Ipsen SA. He has also held senior executive positions at Baxalta Inc, Endocyte Inc, Novartis Pharmaceuticals and Johnson & Johnson.
________________________
Shares and votes
As per the date of this notice there are 356,000,049 shares issued in the company. All shares are common shares representing one vote each. The company holds 12,559,213 own common shares, which cannot be represented at the Meeting.
Documents
Information regarding the board member proposed to the Board of Directors of Swedish Orphan Biovitrum AB (publ), the Nomination Committee’s proposal and motivated opinion as well as proxy and postal voting forms will be held available on the company’s website, www.sobi.com, and at the company’s head office at Norra Stationsgatan 93A, in Stockholm, Sweden, by Wednesday, 20 November 2024 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. Shareholders may submit questions in advance by sending them to Swedish Orphan Biovitrum AB (publ), “Extraordinary 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 Extraordinary General Meeting, visit https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm in November 2024
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 1,800 employees across Europe, North America, the Middle East, Asia and Australia. In 2023, revenue amounted to SEK 22.1 billion. Sobi’s share (STO:SOBI) is listed on Nasdaq Stockholm. More about Sobi at sobi.com and LinkedIn.
Contacts
For details on how to contact the Sobi Investor Relations Team, please click here. For Sobi Media contacts, click here.
Gerard Tobin
Head of Investor Relations
+41 79 286 28 83