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Notice of Annual General Meeting of Abliva AB (publ)

The shareholders of Abliva AB (publ), corporate identity number 556595-6538, are hereby convened to the Annual General Meeting on Thursday 20 May 2021.

Important information regarding COVID-19
Due to the continued spread of the coronavirus and the authorities’ regulations/advice on avoiding public gatherings in order to reduce the risk of infection spreading, the Board of Directors has resolved that the Annual General Meeting will be held without physical presence of shareholders, proxies or external parties and that shareholder only can exercise their voting rights by postal voting in accordance with the procedure prescribed below. Information on the resolutions passed at the Annual General Meeting will be published on Thursday 20 May 2021, as soon as the result of the voting has been finally confirmed.

Entitlement to participate and notification
Shareholders that wish to participate at the Annual General Meeting by postal voting shall:

  • be included in the share register maintained by Euroclear Sweden AB on Tuesday 11 May 2021, and
  • give notice of participation by submitting their postal vote in accordance with the instructions under the heading Postal voting below, so that the postal vote is received by the Company, through Computershare AB, no later than Wednesday 19 May 2021.

Nominee-registered shares
For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the Meeting. In addition to giving notice of participation by submitting its postal vote, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date Tuesday 11 May 2021. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee’s routines, request that the nominee make such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than Friday 14 May 2021 will be taken into account in the preparation of the share register.

Postal voting
The shareholders may only exercise their voting rights at the Annual General Meeting by voting in advance, so-called postal voting, in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form must be used for the postal vote. The form for postal voting is available on the Company’s website www.abliva.com no later than Thursday 29 April 2021 and can also be sent by mail to shareholders at the request by telephone no 0771-24 64 00. Submitting of the postal voting form in accordance with the below will be considered as notice of attendance.

Completed and signed forms for postal voting shall be sent by mail to Computershare AB, ”Abliva AB’s AGM”, Box 5267, 102 46 Stockholm and must be received by Computershare AB on Wednesday 19 May 2021 at the latest. Postal voting form may also be submitted electronically by verification through BankID in accordance with instructions at the Company’s website www.abliva.com or by sending the completed postal voting form by e-mail to info@computershare.se together with power of attorney and other documentation of authority. The Shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.

Proxies etc.
If the shareholders votes in advance by proxy, a power of attorney must be attached to the form. If the shareholder is a legal entity, a certificate of registration or corresponding authorisation documents must be attached to the form. Proxy forms are available at request and on the Company’s website, www.abliva.com.

Number of shares and votes
At the time of publication of this Notice, the total number of shares and votes of the Company is 328,941,492. The Company does not hold any treasury shares.

Proposed agenda:

  1. Election of a Chair of the Meeting.
  2. Election of one or two persons to verify the minutes.
  3. Preparation and approval of the voting list.
  4. Approval of the agenda.
  5. Consideration of whether the Meeting has been duly convened.
  6. Submission of the Annual Accounts and Audit Report and the Consolidated Accounts and Consolidated Audit Report.
  7. Resolutions
    1. On adopting the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet.
    2. On appropriation of the Company's earnings in accordance with the adopted Balance Sheet.
    3. On approval on the Board of Directors’ Remuneration Report.
    4. On discharging the Board members and Chief Executive Officer from liability.
  8. Determination of the number of Board members and auditors.
  9. Determination of Directors' and audit fees.
  10. Election of the Board of Directors and auditor.
  11. Resolution on guidelines for appointing members of the Nomination Committee and instructions for the Nomination Committee.
  12. Resolution on authorizing the Board of Directors to decide on new issue of shares, warrants and/or convertibles.
  13. Resolution on a) implementation of the Employee Stock Option Program 2021/2025, b) directed issue of warrants to subsidiary, and c) approval of transfer of warrants.
  14. Closing the Meeting.

Proposed resolutions in brief:

Election of a Chair of the Meeting (point 1)
The Nomination Committee proposes that Lawyer Annika Andersson, Cirio Law firm, or in her absence, a person appointed by the Nomination Committee, shall be appointed Chairperson of the Annual General Meeting.

Election of one or two persons to verify the minutes (item 2)
The Board of Directors proposes the shareholder Andreas Inghammar, and the shareholder Kristina Ingvar, or, in the event of absence of one of both of them, the person or persons instead appointed by the Board of Directors, to verify the minutes. The assignment to verify the minutes shall also include verifying the voting list and that postal votes received are correctly reflected in the minutes of the Meeting.

Preparation and approval of the voting list (item 3)
The voting list proposed for approval under item 3 on the agenda is the voting list prepared by Computershare AB on behalf of the Company, based on the share register for the Annual General Meeting and received postal votes, and approved by the persons assigned to verify the minutes.

Appropriation of profits (point 7 b)
The Board of Directors proposes that the Annual General Meeting disposes over the Company’s earnings in accordance with the Board of Directors’ proposal in the Annual Accounts. Additionally, the Board of Directors proposes that no dividend is paid for the financial year 2020.

Approval on the Board of Directors’ Remuneration Report (point 7 c)
The Board of Directors proposes that the Annual General Meeting approve the Board of Directors’ Remuneration Report for 2020 in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.

Determination of the number of Board members and auditors, and determination of Directors’ and audit fees (point 8 and 9)
The Nomination Committee proposes that the Annual General Meeting resolves that the number of Board members shall be five and that one auditor shall be appointed. The Nomination Committee also proposes that fees to Board members and members of the Board of Directors’ various Committees shall be payable, as in the previous year, as follows:

  • SEK 400,000 to the Chair of the Board;
  • SEK 250,000 each to other Board members;
  • SEK 100,000 to the Chair of the Audit Committee;
  • SEK 50,000 each to other members of the Audit Committee;
  • SEK 40,000 to the Chair of the Remuneration Committee;
  • SEK 20,000 each to other members of the Remuneration Committee.

Having considered the Company’s and the Board of Directors’ appraisal of the auditors’ work, the Nomination Committee proposes that, as in the previous year, audit fees should be in accordance with approved account pursuant to customary billing terms. No fees shall be payable to members of the Nomination Committee.

Election of the Board of Directors and auditor (point 10)
The Nomination Committee proposes that the Annual General Meeting resolves to re-elect the Board members David Bejker, Denise Goode, David Laskow-Pooley, Jan Törnell and Roger Franklin. The Nomination Committee proposes that David Laskow-Pooley is re-elected as Chair of the Board.

Furthermore, the Nomination Committee proposes, in accordance with the Audit Committee’s recommendation, that the auditor firm Ernst & Young AB is elected as the Company’s auditor, for the period until the end of the Annual General Meeting held in the financial year after the Auditor was appointed. It is Ernst & Young AB’s intention to appoint Ola Larsmon as auditor in charge.

Resolution on guidelines for appointing members of the Nomination Committee and instructions for the Nomination Committee (point 11)
Guidelines for appointing members of the Nomination Committee
The Nomination Committee proposes that the work of the Nomination Committee for the Annual General Meeting 2022 should be conducted as follows:

The Company shall have a Nomination Committee that shall consist of a member for each of the three largest shareholders in terms of votes, based on the shareholder statistics as of the last tradingday in September 2021, which the Company obtains from Euroclear Sweden AB. If such shareholder does not exercise its right to appoint a member, the right to appoint a member of the Nomination Committee shall transfer to the next largest shareholder in terms of votes. Coincident with the appointment of a new Nomination Committee, in an appropriate manner, the Chair of the Board shall contact the three largest shareholders identified and request them to nominate the person said shareholder intends to appoint as a member of the Nomination Committee in writing within a reasonable period in the circumstances, although not exceeding 30 days.

The majority of the Nomination Committee's members should be non-affiliated to the Company and its management. The Chief Executive Officer or other member of management should not be a member of the Nomination Committee. At least one of the members of the Nomination Committee should be non-affiliated to the largest shareholder of the Company in terms of votes, or group of shareholders that cooperate on the Company’s administration. Board members may be members of the Nomination Committee, but should not constitute a majority of Nomination Committee members. The Chair of the Board or other Board members should not be the Chair of the Nomination Committee. If more than one member is a member of the Nomination Committee, a maximum of one of these people should be affiliated to the Company’s largest shareholder.

Information on the definitively appointed Nomination Committee shall include the name of the three appointed members, as well as the name of those shareholders that appointed them, and shall be announced by no later than six months prior to the scheduled Annual General Meeting. The Nomination Committee’s term of office extends until a new Nomination Committee has been appointed. Unless the members agree otherwise, the Chair of the Nomination Committee should be that member appointed by the largest shareholder in terms of votes.

If one or more of the shareholders that have appointed members of the Nomination Committee are no longer one of the three largest shareholders in terms of votes, members appointed by such shareholders shall put their places on the Nomination Committee at the Committee’s disposal, and that, or those, shareholders that have become one of the three largest shareholders in terms of the vote shall be entitled to appoint members. However, unless there are special circumstances, there shall be no changes to the composition of the Nomination Committee if only marginal changes to the number of votes have occurred, or any such change occurs later than two months prior to the Annual General Meeting. Shareholders that have appointed members of the Nomination Committee are entitled to dismiss such member and appoint a new member of the Nomination Committee, aswell as appoint a new member of the Nomination Committee if the member appointed by said shareholder decides to leave the Nomination Committee. Changes to the composition of the Nomination Committee shall be announced as soon as they have occurred.

Instructions for the Nomination Committee
The Nomination Committee shall prepare proposals on the following issues to be submitted to the Annual General Meeting for resolution:

  1. a proposal regarding a Chair of the Meeting;
  2. a proposal regarding the number of Board members elected by the Annual General Meeting and the number of auditors;
  3. a proposal regarding fees to Board members and members of the Board’s various Committees;
  4. a proposal regarding audit fees;
  5. a proposal regarding election of the Chair of the Board and other Board members aswell as election of auditors;
  6. a proposal regarding guidelines for appointing members of the Nomination Committee, and instructions for the Nomination Committee;
  7. a proposal regarding fees to members of the Nomination Committee.

The Company’s Chair convenes the first meeting and shall ensure that the Nomination Committee receives relevant information regarding the results of the Board of Directors’ review of its work without delay. Such information shall be presented by January at the latest and shall contain information about the Board of Directors working methods and how effective its work is. Furthermore, the Chair shall be co-opted to the Nomination Committee’s meetings when required.

On request from the Nomination Committee, the Company shall provide personnel, e.g. secretarial services in order to facilitate the work of the Nomination Committee. When required, the Company shall reimburse the Nomination Committee’s reasonable expenses, such as the cost of recruitment, and for any external consultants the Nomination Committee deems necessary in order to complete its assignment.

Resolution on authorizing the Board of Directors to decide on new issue of shares, warrants and/or convertibles (point 12)
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to decide on new issue of shares, warrants and/or convertibles, with or without waiving the preferential rights of shareholders on one or more occasions in the period until the next Annual General Meeting.

The number of shares issued through this authorization may correspond to an increase of share capital of a maximum of twenty (20) per cent based on the total share capital of the Company at the time the Boards of Directors at first exploits the authorization.

Share issues should be at market subscription price, subject to reservation for a market discount where applicable, and apart from cash, payment may be as assets contributed in kind or through offset or subject to other terms and conditions.

The purpose of this authorization and the rationale for eventual waiving of shareholders' preferential rights, should be to raise working capital for the Company and/or to add new owners of strategic importance to the Company and/or acquisitions of other companies or operations.

In order for such a resolution to be valid, the proposal must have the support of shareholders representing at least two-thirds of the votes cast and shares represented at the Meeting.

Resolution on a) implementation of the Employee Stock Option Program 2021/2025, b) directed issue of warrants to subsidiary, and c) approval of transfer of warrants (point 13)

The Board of Directors proposes that the Annual General Meeting resolves a) to implement the Employee Stock Option Program 2021/2025, b) on a directed issue of warrants to a wholly owned subsidiary of the Company (the ”Subsidiary”) in order to fulfil the obligations under the Employee Stock Option Program 2021/2025, and c) to approve the transfer of warrants in the Company on the terms set forth below (“Employee Stock Option Program 2021/2025”).

The Board of Directors considers it important and in the best interest of all the shareholders that the CEO of the Company, which is considered important for the Company’s development, has a long-term interest in a positive value development of the Company’s shares. A personal long-term shareholder engagement is expected to contribute to an increased interest in the Company’s business and result, as well as to increase the participant’s motivation and affinity with the Company and its shareholders.

A Employee Stock Option Program 2021/2025
The Board of Directors proposes that the Annual General Meeting resolves to implement the Employee Stock Option Program 2021/2025 in accordance with the following main terms:

The maximum aggregate number of common shares that can be issued pursuant to stock options under the Employee Stock Option Program shall be 4,900,000.

The stock options shall be offered to the CEO of the Company without consideration.

Each stock option confers the holder a right to acquire one new share in the Company against an exercise price corresponding to 100 per cent of the volume weighted average price for the Company’s shares during the period from 20 May 2021 up to and including 28 May 2021, however, not less than the fair market value of the Company’s share, established by an independent valuation, at the date of the allotment of the stock option. The exercise price and number of shares that each stock option confers right to acquire may be recalculated in the event of certain corporate transactions, including a consolidation or share split, etc., in accordance with the terms of the Employee Stock Option Program and applicable law.

Allotment of the stock options to the participant shall take place on 1 June 2021, with a right for the Board of Directors to prolong the time limit. However, all stock options must be allotted on the same day.

The allotted stock options will be vested over a four-year period in accordance with the following:

a. 1/4 of the allotted stock options, or a proportion thereof, will be vested on 1 June 2022, provided that the participant is still active within the Group as of the mentioned date;

b. 1/4 of the allotted stock options, or a proportion thereof, will be vested on 1 June 2023, provided that the participant is still active within the Group as of the mentioned date;

c. 1/4 of the allotted stock options, or a proportion thereof, will be vested on 1 June 2024, provided that the participant is still active within the Group as of the mentioned date; and

d. 1/4 of the allotted stock options, or a proportion thereof, will be vested on 1 June 2025, provided that the participant is still active within the Group as of the mentioned date.

No other performance criteria for vesting shall apply given the development phase of the Company and the market conditions for remuneration to US senior executives.

If the participant ceases to be an employee before a vesting date, the already vested stock options may be exercised at the ordinary time for exercise as described below, but further vesting will not take place.

The holder can exercise vested stock options during the period from 3 June 2024 to 31 December 2025 in accordance with the terms for the stock options. The Board of Directors has the right to limit the number of dates for delivery of shares during the exercise period.

The stock options shall only be exercisable by the holder during the holder’s lifetime and shall not able to be transferred or pledged or otherwise disposed of by the holder. However, in the event of the participant’s death, the rights constituted by vested stock options shall accrue to the beneficiaries of the holder of the stock options, by will or by the laws of descent and distribution.

Participation in the Employee Stock Option Program 2021/2025 requires that such participation is in accordance with applicable laws, as well as that such participation can be executed with reasonable administrative costs and financial efforts according to the Company’s assessment.

The stock options shall be governed by a written plan document and separate award agreement with the participant. The Board of Directors shall be responsible for the preparation and management of the Employee Stock Option Program 2021/2025 within the above mentioned main terms. The Board of Directors has the right to, within the framework of the agreement with the participant, make the reasonable changes and adjustments of the terms and conditions of the stock options that are deemed suitable or appropriate as a result of local employment law or tax law or administrative conditions. The Board of Directors also has the right to advance vesting and the timing of exercise of stock options, in certain cases, such as in the case of a public takeover bid, certain changes in ownership of the Company, liquidation, merger and similar measures. Finally, the Board of Directors has the right to, in extraordinary cases, limit the scope of, or prematurely terminate, Employee Stock Option Program 2021/2025 in whole or in part.

In view of the above mentioned terms, the size of the allotment and other circumstances, the Board of Directors considers the proposed stock option program to be balanced and favourable for the Company and its shareholders.

B Directed issue of warrants to the Subsidiary
In order to enable the Company’s delivery of shares under the Employee Stock Option Program 2021/2025, the Board of Directors proposes that the Annual General Meeting resolves on a directed issue of not more than 4,900,000 warrants of series 2021/2025. Each warrant confers a right to acquire one new share in the Company. The issue shall be made with deviation from the shareholders’ preferential rights and on the following terms.

The warrants shall, with deviation from the shareholders’ preferential rights, only be able to be subscribed for by the Company’s wholly owned Subsidiary.

The warrants shall be issued without consideration.

The reason for the deviation from the shareholders’ preferential rights is that the warrants are a part of the implementation of the Employee Stock Option Program 2021/2025.

The warrants shall be subscribed for by 1 June 2021 at the latest on a separate subscription list. The Board of Directors shall have the right to extend the subscription period.

Each warrant confers the holder a right to subscribe for one (1) new share in the Company against an exercise price corresponding to 100 per cent of the volume weighted average price for the Company’s shares during the period from 20 May 2021 up to and including 28 May 2021, however, not less than the fair market value of the Company’s share, established by an independent valuation, at the date of the allotment of the stock option, all of which shall be allotted on the same day. The subscription price shall never be less than the quota value of the share. Upon subscription of shares, the part of the subscription price that exceeds the quotient value at the time of the then outstanding shares, shall be allocated to the non-restricted share premium fund.

The warrants may be exercised for subscription of new shares during the time period from the registration of the warrants with the Swedish Companies Registration Office (Sw. Bolagsverket) up to and including 31 December 2025.

The full terms and conditions for the warrants are set forth in the terms and conditions for warrants 2021/2025:1, which are available at the Company and on the Company’s website, (the “Warrant Terms and Conditions”). According to the Warrant Terms and Conditions the subscription price and the number of shares which each warrant confers right to subscribe for may be recalculated in the event of a bonus issue, reverse share split or share split, new issue, issue of warrants or convertibles and under some other circumstances. Further, the period for exercising the warrants may be brought forward in some cases.

The Company’s share capital can increase with SEK 245,000, provided that the warrants are fully exercised (with reservation for any recalculation in accordance with the Warrant Terms and Conditions).

The newly subscribed shares shall confer entitlement to dividends for the first time on the next record day for dividends which occurs after the subscription has been registered with the Swedish Companies Registration Office (Sw. Bolagsverket) and the shares has been entered into the Euroclear Sweden AB’s share register.

The CFO, or anyone appointed by the Board of Directors, shall be authorized to make such minor adjustments of the resolution which may be required for registration with the Swedish Companies Registration Office (Sw. Bolagsverket) or Euroclear Sweden AB.

C Approval of transfer of warrants
The Board of Directors proposes that the Annual General Meeting resolves to approve that the Subsidiary may transfer warrants to the participant of the Employee Stock Option Program 2021/2025 without consideration in connection with exercise of the stock options in accordance with the terms set out in item 13 A above, or in any other way dispose of the warrants in order to be able to secure the Company’s commitments in relation to the Employee Stock Option Program 2021/2025.

Dilution and information about other incentive programs
Per the day of this proposal there are 328,941,492 shares in the Company which entitles to one vote. If all warrants issued within Employee Stock Option Program 2021/2025 are exercised for subscription of shares, the number of shares of and votes in the Company will increase with 4,900,000 (with reservation for any recalculation in accordance with the Warrant Terms and Conditions), which corresponds to a dilution of approximately 1.47 per cent of the number of shares and votes in the Company. The dilution effects have been calculated as the number of additional shares and votes in relation to the number of existing shares and votes plus the number of additional shares and votes.

The Company currently has no ongoing share-based incentive programs.

Financing
The Board of Directors has considered different financing methods for transfer of shares under the Employee Stock Option Program 2021/2025 such as acquisition and transfer of treasury stock and an equity swap agreement with a third party. The Board of Directors considers that a directed issue of warrants to a subsidiary without consideration is the most cost efficient and flexible method to transfer shares under the Employee Stock Option Program 2021/2025. Since the costs for the Company in connection with an equity swap agreement will be significantly higher than the costs in connection with transfer of warrants, the main alternative is that the financial exposure is secured by transfer of warrants and that an equity swap agreement with a third party is an alternative in the event that the required majority for approval is not reached.

Preliminary valuation, costs and effects on key figures
The Board of Directors assesses that Employee Stock Option Program 2021/2025 will entail costs in the form of costs in accordance with IFRS2. No costs in the form of social security contributions are expected to arise. Based on (i) the assumption that 100 per cent of the options in Employee Stock Option Program 2021/2025 will be allotted, (ii) that all 4,900,000 stock options may vest, meaning that full vesting take place, the estimated accounting costs for the options amounts to approximately a total of MSEK 1.6 during the time period 2021-2025, based on the actual value of the options at the time of calculation. The options do not have a market value since they are not transferable. However, Öhrlings PricewaterhouseCoopers AB has, as an independent valuation institute, calculated a theoretical value of the options in accordance with the Black & Scholes formula. Based on an assumed share price of SEK 0.75, an assumed exercise price of SEK 0.75, a term of 4.59 years, a riskfree interest rate of – 0.27 per cent, an assumed volatility of 55 per cent and an assumed dividend of SEK 0, the value has been calculated to approximately SEK 0.33 per option. Limitations in the disposal rights have not been taken into consideration in the valuation. The total cost for Employee Stock Option Program 2021/2025 will be distributed over the years 2021-2025. Since 1/4 of the options may vest per year, the cost will be distributed more towards the front of the four-year term. Should the program had been introduced in 2019 instead, it is calculated that the effects on the key figure earnings per share for full year 2020 would have been immaterial. It shall be noted that all calculations above are preliminary, based on assumptions and are only intended to provide an illustration of what costs Employee Stock Option Program 2021/2025 may entail. Actual costs may therefore deviate from what has been stated above.

Preparation of the proposal
The proposal for resolution on the implementation of Employee Stock Option Program 2021/2025 and the proposals for resolutions according to item 13 B and C above, have been prepared by the Remuneration Committee and the Board of Directors together with external advisors.

Majority requirements
The resolution regarding issue of warrants and approval of transfer of warrants in item 13 B and C above is subject to the provisions in Chapter 16 of the Swedish Companies Act, and a valid resolution hence requires that the proposal is supported by shareholders with at least nine-tenth of both the votes cast and the shares represented at the Meeting.

Shareholders’ right to receive information
The Board of Directors and the CEO shall, upon request by any shareholder and where the Board of Directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda or the Company´s or Group´s financial position in accordance with Section 7, Chapter 32 of the Swedish Companies Act (2005:551). A request for such information shall be made in writing to Abliva AB (publ), Medicon Village, Att: Catharina Johansson, 223 81 Lund, Sweden or by e-mail to: anmalan@abliva.com no later than Monday 10 maj 2021. The information will be disclosed by making it available at the Company’s office and the Company’s website, www.abliva.com, no later than Saturday 15 maj 2021. The information will also be sent, within the same period of time, to the shareholders who requested it and stated their postal address or e-mail address.

Documentation
The Board of Directors’ complete proposals as well as other documents according to the Swedish Companies Act will be held available at the Company’s office, Medicon Village, 223 81 Lund, Sweden and at the Company’s website www.abliva.com from no later than three weeks prior to the Annual General Meeting, and will be sent to those shareholders that so request and state their mail address.

Processing of personal data
For information on how personal data is processed in relation the Meeting, see the privacy notice available on Euroclear’s website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Lund, Sweden, April 2021
Abliva AB (publ)
The Board of Directors

Source: MFN
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