The shareholders of
In order to mitigate the spread of Covid-19, the board of directors has decided that the annual general meeting will be conducted by advance voting only, without physical presence of shareholders, proxies and third parties.
In the advance voting form, the shareholders may request that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such continued general meeting shall take place if the annual general meeting so resolves or if shareholders with at least one tenth of all shares in the company so request. The shareholders are reminded of their right to request information according to chapter 7, section 32 of the Swedish Companies Act.
Participation, etc.
Shareholders who wish to participate, through advance voting, in the meeting must (a) be recorded in the share register maintained by
Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must temporarily re-register their shares in their own names to be entitled to participate in the meeting. Such registration, which may be temporary, must be duly effected in the share register maintained by
Advance 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 shall be used for advance voting. The form is available on
The completed voting form must be received by
For questions regarding the annual general meeting or to have the advance voting form sent by post, please contact
When this notice to attend the annual general meeting is issued, the total number of shares in the company is 34,710,639 with 34,710,639 votes, of which all are ordinary shares entitling to one vote per share. In total, the company holds 415,766 own ordinary shares.
Proposed agenda
- Election of chairman of the meeting.
- Election of one or two persons who shall approve the minutes of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and the auditor's report as well as the consolidated financial statements and the auditor's report on the consolidated financial statements.
- Resolution regarding adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet.
- Resolution regarding allocation of the company's result pursuant to the adopted balance sheet.
- Resolution regarding discharge from liability of the board members and the chief executive officer.
- Determination of the number of board members and auditors.
- Determination of fees for the board members and the auditor.
- Election of board members.
The nomination committee's proposal for board members:
James Noble (re-election)Staffan Lindstrand (re-election)David Colpman (re-election)Henrik Kjær Hansen (re-election)Kirsten Detrick (re-election)Fred Wilkinson (re-election)Mary Pat Christie (re-election)Charlotte Hansson (re-election)
- Election of chairman of the board.
The nomination committee proposes that
- Election of auditor.
- Presentation of the board of directors' remuneration report for approval.
- Resolution regarding nomination committee.
- Resolution regarding authorization for the board of directors to resolve to issue new shares.
- Resolution regarding authorization for the board of directors to resolve to repurchase and transfer own shares.
- Resolution regarding adoption of new articles of association.
- Resolution regarding adoption of new performance-based long-term incentive program LTIP 2021.
- Resolution regarding adoption of new performance-based long-term incentive program LTIP Stay-on 2021.
Election of chairman of the meeting (item 1)
The nomination committee of
Election of one or two persons who shall approve the minutes of the meeting (item 2)
Preparation and approval of the voting list (item 3)
The voting list proposed for approval under item 3 of the agenda is the voting list drawn up by the company, based on the
Resolution regarding allocation of the company's result pursuant to the adopted balance sheet (item 8)
The board of directors proposes that there shall be no dividend for 2020 and that the results of the company shall be carried forward.
Determination of the number of board members and auditors (item 10)
The nomination committee proposes that the board of directors shall consist of eight board members with no deputy members and that the number of auditors shall be one with no deputy auditors.
Determination of fees for the board members and the auditor (item 11)
The nomination committee proposes that the ordinary fees to the board of directors shall amount to
The nomination committee further proposes that the board members
Election of board members and election of chairman of the board (items 12 and 13)
The nomination committee's proposals are set out in the proposed agenda. A presentation of the candidates proposed by the nomination committee is available on
Election of auditor (item 14)
The nomination committee proposes that Ernst & Young Aktiebolag is re-elected as auditor for the period up until the end of the next annual general meeting. The proposal is in accordance with the recommendation by the audit committee.
Resolution regarding nomination committee (item 16)
The nomination committee proposes that the meeting resolves that the company shall have a nomination committee consisting of a representative of each of the three largest shareholders, based on the number of votes held, together with the chairman of the board. If any of the three largest shareholders declines to appoint a member to the nomination committee, additional shareholders are, by order of size, to be offered appointment until three members are appointed. The names of the members of the nomination committee and the names of the shareholders they represent shall be made public not later than six months before the annual general meeting and be based on shareholding statistics provided by
The nomination committee shall prepare and submit proposals to the general meeting on chairman of the meeting, board members, chairman of the board, board fees to each of the board members and the chairman as well as remuneration for committee work, if any, fees to the company's auditor, and, when applicable, proposal regarding election of new auditor. Further, the nomination committee shall prepare and propose principles for the composition of the nomination committee to the annual general meeting 2022. The nomination committee shall be entitled to charge the company with costs for consultants and other expenses necessary for the nomination committee to carry out its duties.
Resolution regarding authorization for the board of directors to resolve to issue new shares (item 17)
The board of directors proposes that the annual general meeting authorizes the board of directors to resolve to issue new shares on one or several occasions until the next annual general meeting, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or otherwise on special conditions. However, such issue of shares must never result in the company's issued share capital or the number of shares in the company at any time, being increased by more than a total of 10 per cent. The purpose of the authorization is to enable the board to make corporate acquisitions, product acquisitions or to enter into collaboration agreements, or to raise working capital or broaden the shareholder base.
Resolution regarding authorization for the board of directors to resolve to repurchase and transfer own shares (item 18)
The board of directors proposes that the annual general meeting authorizes the board of directors to resolve to repurchase, on one or several occasions until the next annual general meeting, as many own shares as may be purchased without the company's holding at any time exceeding 10 per cent of the total number of shares in the company. The shares shall be purchased on Nasdaq Stockholm and only at a price per share within the price range applicable, i.e. the range between the highest purchase price and the lowest selling price.
The board of directors also proposes that the annual general meeting authorizes the board of directors to resolve, on one or several occasions until the next annual general meeting, to transfer (sell) own shares. Transfers may be carried out on Nasdaq Stockholm at a price within the price range applicable, i.e. the range between the highest purchase price and the lowest selling price. Transfers may also be made in other ways, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or otherwise on special conditions. Upon such transfers, the price shall be established so that it is not below market terms. However, a discount to the stock market price may apply, in line with market practice. Transfers of own shares may be made of up to such number of shares as is held by the company at the time of the board of director's resolution regarding the transfer.
The purpose of the authorization to repurchase own shares is to promote efficient capital usage in the company, to provide flexibility as regards the company's possibilities to distribute capital to its shareholders and for use in the context of the company's incentive plans. The purpose of the authorization to transfer own shares is to enable the board to make corporate acquisitions, product acquisitions or enter into collaboration agreements, or to raise working capital or broaden the shareholder base or for use in the context of the company's incentive plans.
The board of director's statement in accordance with chapter 19 section 22 of the Swedish Companies Act is made available together with the proposal.
Resolution regarding adoption of new articles of association (item 19)
The board of directors proposes that the annual general meeting, as a result of statutory amendments and the annual general meeting's resolution to cancel all of the company's outstanding class C shares on
Current wording | Proposed wording |
§ 4The share capital shall be not less than |
§ 4The share capital shall be not less than |
§ 5The company's shares shall be registered in a securities register pursuant to the Swedish Financial Instruments Accounts Act (SFS 1998:1479). | § 5The company's shares shall be registered in a securities register pursuant to the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (SFS 1998:1479). |
§ 10Shareholders who wish to participate in the shareholders' meeting, must be listed in printouts or other representation of the entire share register concerning the circumstances five weekdays before the meeting, and must notify the company not later than |
§ 10Shareholders who wish to participate in the shareholders' meeting, must |
Resolution regarding adoption of new performance-based long-term incentive program LTIP 2021 (item 20)
The board of directors proposes that the annual general meeting resolves to implement a new performance-based long-term incentive program for senior executives and key employees within the
LTIP 2021 is a three-year performance-based program. Under LTIP 2021, the participants will be granted, free of charge, (i) performance-based share awards ("Share Awards"), and (ii) performance-based employee stock options ("Employee Stock Options"), entitling to a maximum of 1,021,016 shares in
The rationale for the proposal
LTIP 2021 substantially corresponds with the performance based long-term incentive program adopted at the annual general meeting 2020 (LTIP 2020). LTIP 2021 is intended for certain senior executives and key employees within the
The purpose of LTIP 2021 is to attract, retain and motivate employees of the
Conditions for Share Awards and Employee Stock Options
The following conditions shall apply for the Share Awards and the Employee Stock Options.
- The Share Awards and the Employee Stock Options shall be granted free of charge to the participants as soon as possible following the annual general meeting 2021 and no later than on
30 June 2021 . Out of the granted Share Awards and Employee Stock Options, 30 percent shall constitute Share Awards and 70 percent shall constitute Employee Stock Options. -
Each Share Award entitles the holder to receive one share in the company free of charge, except for the appropriate taxes, three years after the granting of the Share Award (the vesting period), provided that the holder, with some exceptions, still is employed by the
Orexo group. -
Each Employee Stock Option entitles the holder to receive one share in the company upon payment of the strike price, three years after granting of the Employee Stock Option (the vesting period), provided that the holder, with some exceptions, still is employed by the
Orexo group. The strike price shall be fixed to 100 percent of the volume-weighted average price for theOrexo share during the ten trading days preceding the date of the annual general meeting 2021. - A prerequisite for entitlement to receive shares on the basis of Share Awards is that Performance Targets 1 and/or 2 have been satisfied pursuant to the terms and conditions specified below.
- A prerequisite for entitlement to receive shares on the basis of Employee Stock Options is that Performance Target 1 has been satisfied pursuant to the terms and conditions specified below.
-
The number of Share Awards and Employee Stock Options encompassed by LTIP 2021 is to be re-calculated in the event that changes occur in
Orexo's equity capital structure, such as a bonus issue, merger or consolidation of shares, new issue, reduction of the share capital or similar measures. -
To make the participants' interest equal with the shareholders',
Orexo will compensate the participants for distributed dividends, if any, during the vesting period by increasing the number of shares that each Share Award and each Employee Stock Option, respectively, entitles to after the vesting period. - The Share Awards and the Employee Stock Options are non-transferable and may not be pledged.
-
The Share Awards and the Employee Stock Options can be granted by the parent company and any other company within the
Orexo group.
Performance Conditions
The Share Awards are to be divided according to two different performance conditions encompassed by LTIP 2021. The performance conditions focus on the holder still being employed by the
The Employee Stock Options are to be divided according to one performance condition encompassed by LTIP 2021, which is Performance Target 1. Of each participant's granted Employee Stock Options, 100 percent will pertain to Performance Target 1, meaning that no Employee Stock Options will vest unless the performance target is met.
The allotment of shares that each participant later may receive depends on achievement of the established performance targets as described below.
Performance Target 1 (for Share Awards and Employee Stock Options): This target pertains to the holder still being employed by the
Performance Target 2 (for Share Awards): This target pertains to the fulfilment of the financial and operational targets for the financial year 2021 as established by the board of directors and relates to
The board of directors will present the rate of achievement of Performance Target 2 in the annual report for 2021.
Allocation
The participants are divided into two allocation categories: (i) CEO and other members of group management; (ii) other key personnel. The maximum number of Share Awards and Employee Stock Options that a participant may be granted in LTIP 2021 depends on the category to which the participant belongs.
To ensure that the value of the share-based remuneration does not reach an unintended level in relation to other remuneration, the value of the Share Awards and Employee Stock Options granted to the CEO and group management must not, at the time of the grant, exceed a value equal to the person's current annual base salary. For other key personnel the value must not exceed 33 percent of the annual base salary.
The board of directors shall resolve upon the final allocation of the Share Awards and Employee Stock Options as soon as possible after the annual general meeting. Several factors will be considered in order to secure recruitment, retention and motivation when deciding upon individual allocations including position within
The share price that is to form the basis for calculating the number of Share Awards and Employee Stock Options is to correspond to the average last price paid during a given period of trading. This period comprises the first ten days of trading immediately following the date of the 2021 annual general meeting. The share price is then divided by the individual granting value in order to arrive at the total number of Share Awards and Employee Stock Options granted per participant.
Preparation and administration
The board of directors shall be responsible for preparing the detailed terms and conditions of LTIP 2021, in accordance with the mentioned terms and guidelines. To this end, the board of directors shall be entitled to make adjustments to meet foreign regulations or market conditions. The board of directors may also make other adjustments if significant changes in the
Preparation of the proposal
LTIP 2021 has been initiated by the board of directors of
Scope and costs of the program
LTIP 2021 will be accounted for in accordance with "IFRS 2 - Share-based payments". IFRS 2 stipulates that the Share Awards and Employee Stock Options should be expensed as personnel costs over the vesting period and will be accounted for directly against equity. Personnel costs in accordance with IFRS 2 do not affect the company's cash flow. Social security costs will be expensed in the income statement during the vesting period.
Assuming a share price at the time of implementation of
LTIP 2021 will have marginal effects on
Since delivery of shares under LTIP 2021 shall be made by way of transfer of
Information on
Delivery under LTIP 2021
The board of directors proposes that delivery of shares under LTIP 2021 shall be made by way of transfer of
Resolution regarding adoption of new performance-based long-term incentive program LTIP Stay-on 2021 (item 21)
The board of directors proposes that the annual general meeting resolves to implement a new performance-based long-term incentive program for certain Global Management Team ("GMT") employees and US Leadership Team ("USLT") employees within the
LTIP Stay-on 2021 is a three-year performance-based program. Under LTIP Stay-on 2021, the participants will be granted, free of charge, (i) performance-based share awards ("Share Awards"), and (ii) performance-based employee stock options ("Employee Stock Options"), entitling to a maximum of 56,000 shares in
The rationale for the proposal
LTIP Stay-on 2021 substantially corresponds with the performance based long-term incentive program adopted at the annual general meeting 2020 (LTIP Stay-on 2020). LTIP Stay-on 2021 is intended for certain GMT and USLT employees within the
The purpose of LTIP Stay-on 2021 is to attract, retain and motivate employees of the
Conditions for Share Awards and Employee Stock Options
The following conditions shall apply for the Share Awards and the Employee Stock Options.
- Qualification for participation in LTIP Stay-on 2021 is conditional upon the participant (i) keeping shares from allocations in any of
Orexo's implemented LTIPs between1 May 2021 and31 July 2021 ("Opt-in 1"), or (ii) investing in newOrexo shares with part of or the entire annual cash bonus of the participant between1 February 2022 and30 April 2022 ("Opt-in 2"). -
Under Opt-in 1, the Share Awards and the Employee Stock Options shall be granted free of charge to the participants as soon as possible after
31 July 2021 and no later than on31 August 2021 . -
Under Opt-in 2, the Share Awards and the Employee Stock Options shall be granted free of charge to the participants as soon as possible after
30 April 2022 and no later than on31 May 2022 . - Out of the granted Share Awards and Employee Stock Options, 50 percent shall constitute Share Awards and 50 percent shall constitute Employee Stock Options. Every five (5) shares kept in accordance with Opt-in 1 and every five (5) shares acquired in accordance with Opt-in 2, respectively, entitle the participant to one (1) Share Award and one (1) Employee Stock Option.
-
Each Share Award entitles the holder to receive one share in the company, free of charge, except for the appropriate taxes, three years after the granting of the Share Award (the vesting period), provided that the holder, with some exceptions, still is employed by the
Orexo group. -
Each Employee Stock Option entitles the holder to receive one share in the company upon payment of the strike price, three years after the granting of the Employee Stock Option (the vesting period), provided that the holder, with some exceptions, still is employed by the
Orexo group. The strike price shall be fixed to 100 percent of the volume-weighted average price for theOrexo share during the ten trading days preceding the date of the annual general meeting 2021. - A prerequisite for entitlement to receive shares on the basis of Share Awards is that Performance Targets 1 and/or 2 have been satisfied pursuant to the terms and conditions specified below.
- A prerequisite for entitlement to receive shares on the basis of Employee Stock Options is that Performance Target 1 has been satisfied pursuant to the terms and conditions specified below.
-
The number of Share Awards and Employee Stock Options encompassed by LTIP Stay-on 2021 is to be re-calculated in the event that changes occur in
Orexo's equity capital structure, such as a bonus issue, merger or consolidation of shares, new issue, reduction of the share capital or similar measures. -
To make the participants' interest equal with the shareholders',
Orexo will compensate the participants for distributed dividends, if any, during the vesting period by increasing the number of shares that each Share Award and each Employee Stock Option, respectively, entitles to after the vesting period. - The Share Awards and the Employee Stock Options are non-transferable and may not be pledged.
-
The Share Awards and the Employee Stock Options can be granted by the parent company and any other company within the
Orexo group.
Performance Conditions
The Share Awards are to be divided according to two different performance conditions encompassed by LTIP Stay-on 2021. The performance conditions focus on the holder still being employed by the
The Employee Stock Options are to be divided according to one performance condition encompassed by LTIP Stay-on 2021, which is Performance Target 1. Of each participant's granted Employee Stock Options, 100 percent will pertain to Performance Target 1, meaning that no Employee Stock Options will vest unless the performance target is met.
The allotment of shares that each participant later may receive depends on achievement of the established performance targets as described below.
Performance Target 1 (for Share Awards and Employee Stock Options): This target pertains to the holder still being employed by the
Performance Target 2 (for Share Awards): This target pertains to the fulfilment of the financial and operational targets for the financial year 2021 as established by the board of directors and relates to
The board of directors will present the rate of achievement of Performance Target 2 in the Annual Report for 2021.
Allocation
Every five (5) shares kept in accordance with Opt-in 1 and every five (5) shares acquired in accordance with Opt-in 2, respectively, entitle the participants of LTIP Stay-on 2021 to one (1) Share Award and one (1) Employee Stock Option. Out of the allocated Share Awards and Employee Stock Options, 50 percent will constitute Share Awards and 50 percent will constitute Employee Stock Options.
In relation to allocation under Opt-in 1, the board of directors shall resolve upon the final allocation of the Share Awards and Employee Stock Options as soon as possible after
Preparation and administration
The board of directors shall be responsible for preparing the detailed terms and conditions of LTIP Stay-on 2021, in accordance with the mentioned terms and guidelines. To this end, the board of directors shall be entitled to make adjustments to meet foreign regulations or market conditions. The board of directors may also make other adjustments if significant changes in the
Preparation of the proposal
LTIP Stay-on 2021 has been initiated by the board of directors of
Scope and costs of the program
LTIP Stay-on 2021 will be accounted for in accordance with "IFRS 2 - Share-based payments". IFRS 2 stipulates that the Share Awards and Employee Stock Options should be expensed as personnel costs over the vesting period and will be accounted for directly against equity. Personnel costs in accordance with IFRS 2 do not affect the company's cash flow. Social security costs will be expensed in the income statement during the vesting period.
Assuming a share price at the time of implementation of
LTIP Stay-on 2021 will have marginal effects on
Since delivery of shares under LTIP Stay-on 2021 shall be made by way of transfer of
Information on
Delivery under LTIP Stay-on 2021
The board of directors proposes that delivery of shares under LTIP Stay-on 2021 shall be made by way of transfer of
________________________
Majority requirements
A resolution in accordance with the board of directors' proposal in items 17 and 19 shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the meeting and resolutions in accordance with the board of directors' proposal in item 18, 20 and 21 shall only be valid where supported by not less than nine-tenths of both the votes cast and the shares represented at the meeting.
Shareholders' right to request information
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 and the company's relation to other companies within the group. A request for such information shall be made in writing to
Documentation
The annual report, the remuneration report and all other documents, including the nomination committees' motivated statement, the auditor's report pursuant to Chapter 8 Section 54 of the Companies Act and documents pursuant to Chapter 19 Section 22 of the Companies Act, are available at the company's office at Rapsgatan 7 E, in Uppsala and at www.orexo.com no later than three weeks before the meeting and will be sent to shareholders who so request and who inform the company of their postal address.
This notice is a translation of a Swedish notice and in case of any deviations between the both language versions, the Swedish version shall prevail.
Processing of personal data
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Uppsala,
The board of directors
https://news.cision.com/orexo/r/notice-of-annual-general-meeting-of-orexo,c3303245
https://mb.cision.com/Main/694/3303245/1384513.pdf
(c) 2021 Cision. All rights reserved., source