STOCKHOLM, April 4, 2024 /PRNewswire/ -- 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 Tuesday, 14 May 2024 at 15.00 at IVA Konferenscenter, Grev Turegatan 16, Stockholm, Sweden.

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 Friday, 3 May 2024, and
give notice of participation no later than Tuesday, 7 May 2024, at Euroclear Sweden AB's website https://anmalan.vpc.se/euroclearproxy?sprak=1, by mail to Swedish Orphan Biovitrum AB (publ), "Annual General Meeting", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, by e-mail generalmeetingservice@euroclear.com 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 Annual 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 Friday, 3 May 2024, and
give notice of participation no later than Tuesday, 7 May 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), "Annual General Meeting", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by email to generalmeetingservice@euroclear.com. Shareholders may also submit their postal votes electronically through verification with BankID via Euroclear Sweden AB's website https://anmalan.vpc.se/euroclearproxy?sprak=1. The completed form must be received by Euroclear Sweden AB no later than 7 May 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 submit its postal vote by proxy, a written and dated power of attorney signed by the shareholder shall be enclosed with the postal voting form. Proxy forms are available at the company's website www.sobi.com. If the shareholder is a legal entity, a registration certificate or corresponding authorisation must be enclosed with the form.

Nominee registered shares

In order to be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of 3 May 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 7 May 2024 will be taken into account in the presentation of the share register.

Proposed agenda

1. Opening of the Meeting.

2. Election of the chair of the Meeting.

3. Preparation and approval of the voting list.

4. Approval of the agenda.

5. Election of one or several persons to verify the minutes.

6. Determination of whether the Meeting has been duly convened.

7. Presentation of the annual report and the auditor's report as well as the consolidated accounts and the auditor's report for the group, and of the auditor's statement regarding whether the company has adhered to the guidelines for executive remuneration.

8. Presentation by the CEO.

9. Presentation of the work performed by the Board of Directors and its committees.

10. Resolution regarding adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet.

11. Resolution regarding appropriation of the company's profit or loss in accordance with the adopted balance sheet.

12. Resolution regarding discharge from liability of the members of the Board of Directors and the CEO.

13. Determination of fees to be paid to the members of the Board of Directors and to the auditor.

14. Determination of the number of directors and deputy directors and auditors and deputy auditors.

15. Election of the chair, the members of the Board of Directors and the auditor.

a. Election of Christophe Bourdon as member of the Board of Directors (re-election);

b. Election of Annette Clancy as member of the Board of Directors (re-election);

c. Election of Helena Saxon as member of the Board of Directors (re-election);

d. Election of Staffan Schüberg as member of the Board of Directors (re-election);

e. Election of Filippa Stenberg as member of the Board of Directors (re-election);

f. Election of Anders Ullman as member of the Board of Directors (re-election);

g. Election of Zlatko Rihter as member of the Board of Directors (new election);

h. Election of Annette Clancy as the chair of the Board of Directors (re-election); and

i. Election of Ernst & Young AB as the auditor (re-election).

16. Resolution on approval of the remuneration report.

17. Resolution on guidelines for executive remuneration

18. Resolution 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.I and B.II, respectively, and/or C.

19. Resolution regarding approval for the Board of Directors to authorise the issuance of new shares and/or convertible bonds and/or warrants.

20. Resolution regarding transfer of own shares.

21. 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 Niklas Johansson (Handelsbanken Fonder AB), 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 Annual General Meeting's register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.

Appropriation of the company's profit or loss in accordance with the adopted balance sheet (item 11)

The Board of Directors proposes no dividend and that the company's retained profits are carried forward.

Fees for the members of the Board of Directors and the auditor (item 13)

The Nomination Committee proposes the following:[1]

- that fees to be paid to the Board of Directors should be SEK 1,885,000 (1,725,000) to the chair of the Board of Directors and SEK 625,000 (570,000) to each of the other members of the Board of Directors elected by the Annual General Meeting, that fees for work in the Audit Committee should be SEK 235,000 (190,000) to the chair and SEK 135,000 (110,000) to each other member of such committee, that fees for work in the Compensation & Benefits Committee should be SEK 150,000 (125,000) to the chair and SEK 100,000 (80,000) to each other member of such committee, that fees for work in the Scientific Committee should be SEK 150,000 (125,000) to the chair and SEK 100,000 (80,000) to each other member of such committee, and that fees for work in another committee in accordance with a decision by the Board of Directors (for example Transaction Committee) should be SEK 150,000 (80,000) to the chair and SEK 100,000 (80,000) to each other member of such committee,

- that, in addition to the fees proposed above, for each physical meeting of the Board of Directors held in Sweden, a meeting fee of EUR 2,000 (SEK 20,000) is paid to the members of the Board of Directors that reside in Europe outside the Nordic countries and a meeting fee of USD 3,500 (unchanged) is paid to the members of the Board of Directors that reside outside Europe, and

- that the fees to the auditor should be paid in accordance with normal standards and approved invoice.

The number of members of the Board of Directors, deputy directors, auditors and deputy auditors (item 14)

The Nomination Committee proposes the following:

- that seven ordinary members of the Board of Directors without deputies should be appointed, and

- that one auditor without any deputy auditor should be appointed.

Election of the chair, the members of the Board of Directors and the auditor (item 15)

The Nomination Committee proposes the following:

- that Christophe Bourdon, Annette Clancy, Helena Saxon, Staffan Schüberg, Filippa Stenberg and Anders Ullman should be re-elected as ordinary members of the Board of Directors, that Zlatko Rihter should be elected as new ordinary member of the Board of Directors and that Annette Clancy should be elected as chair of the Board of Directors, and

- that Ernst & Young AB should be re-elected as auditor of the company until the end of the Annual General Meeting 2025, in accordance with the Audit Committee's recommendation.

Zlatko Rihter

Zlatko Rihter (born 1970) holds a Master of Science in Mechanical Engineering from Lund University, Sweden.

Zlatko is CEO of Mölnlycke Health Care AB. He has more than 25 years of experience within the health care sector and his previous experience includes President and CEO at CellaVision, Executive Vice President Sales & Marketing at ORIGIO, President GBU Chronic at Gambro and Director Patient Handling Product Division at ArjoHuntleigh. He was also a Board member of Malmö FF and of Etac Group.

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 holdings, 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.

The Nomination Committee's proposal for election of auditor

The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, the re-election of Ernst & Young AB as the company's auditor until the end of the Annual General Meeting 2025.

Swedish Orphan Biovitrum AB (publ) has performed a tender process ahead of the election of auditor at the Annual General Meeting 2024. After an overall assessment, thoroughly analysing and weighing the selection criteria (including competence and mix of audit team, engagement and accessibility, sector experience, global reach, audit model including tools and automation, quality assurance, independence/conflict of interest, expertise within sustainability and cyber and information security, transition plan as well as audit fees and impressions from presentations), the Audit Committee has resolved to recommend the re-election of Ernst & Young AB as the company's auditor until the end of the Annual General Meeting 2025. In the event that Ernst & Young AB is not re-elected as the company's auditor, the Audit Committee has resolved to recommend, as a second alternative, the election of KPMG AB as the company's auditor until the end of the Annual General Meeting 2025. The Nomination Committee has been informed that the Board of Directors of Swedish Orphan Biovitrum AB (publ) has endorsed the recommendation of the Audit Committee.

Proposal regarding guidelines for executive remuneration (item 17)

The Board of Directors proposes that the Annual General Meeting 2024 resolves on guidelines for executive remuneration in accordance with the following.

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. 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 2024. 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

Sobi is transforming the lives of people affected by rare diseases. As a specialised 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 rare expertise and a strength in access that allows us to be a partner in care for those otherwise overlooked.

Sobi's vision is to be recognised as a global leader in providing innovative treatments that transform lives for individuals with rare diseases.

The Company aims to have a strong correlation between Sobi's compensation elements, the long-term strategy and sustainability priorities. To support Sobi's vision, the Company also has performance measures such as growth and profitability with the aim of creating long-term sustainable value for people with rare diseases, shareholders, employees, and other stakeholders.

For more information regarding the Company's business strategy, see sobi.com.

A prerequisite for the successful implementation of the Company's business strategy and to safeguard 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 are employed outside of Sweden. Remuneration for the Executive Committee is based 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 purpose of fixed base pay is to attract and retain highly qualified personnel that deliver the Company's business strategy.

The fixed base pay shall be based on competence, experience, responsibility, and performance. The Company uses an international evaluation system to evaluate the scope and responsibility of the position to establish benchmarks to comparable peers.

Variable Pay - Short-Term Incentives

The Short-Term Incentives aim to drive the achievement of the Company's business strategy and financial goals. It also seeks to uphold adherence to company values, attract and retain highly qualified personnel, ensure engagement and alignment, and reward performance.

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 that promote 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 what 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.

Variable Pay - Long-term Incentives

The overall purpose of the long-term incentive plans is to closely align the employees' interests with those of the shareholders and to create a long-term commitment to the Company.

Long-term share-related incentive plans are proposed by the Board of Directors and presented to the 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 closely 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, see sobi.com.

Other variable pay

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, 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.

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 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 another country may receive additional remuneration and other benefits, such as a support package including relocation and tax filing support as well as tax equalisation, 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 the 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, in addition to fees resolved by the general meeting, 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, among other things, 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 programmes 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.

Claw-back

The Board of Directors shall have the possibility, under applicable law or contractual provisions, subject to the restrictions that may apply under law or contract, to in whole or in part reclaim variable pay earned or paid on incorrect grounds (claw-back).

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.

Description of significant changes to the guidelines and how shareholders' views have been taken into account

Based on comments and questions received from investors and in individual meetings, and based on comments expressed in proxy advisor reports, the Board of Directors has, at the recommendation of the Compensation & Benefits Committee, decided to propose the implementation of a claw-back clause strengthening the Board of Directors' possibility to in whole or in part reclaim variable pay earned or paid on incorrect grounds.

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.I and B.II, respectively, and/or C (item 18)

Background

The Board of Directors of Swedish Orphan Biovitrum AB (publ) ("Sobi") proposes that the Annual General Meeting 2024 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 2023 and has concluded that the Management Programme as well as the All Employee Programme work well and satisfy the intended purposes.

Similar to the incentive programmes approved by the Annual General Meeting 2023, the Programmes shall be inspiring, achievable, easy to understand, cost effective to administer, easy to communicate and in line with market practice. Following implementation of the Programmes, 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 Programmes satisfy their purposes, and this will also include a review of the outcome and the costs for the Programmes.

A. Implementation of the Programmes

The Board of Directors proposes that the Annual General Meeting 2024 resolves on implementation of the Programmes in accordance with the principal terms and conditions set out below:

I. The Management Programme

It is proposed that the Management Programme be open to no more than 350 permanent employees of the Sobi Group, whereof no more than 275 employees on director level of the Sobi Group ("Band D"), no more than 45 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 14 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

a) 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 beginning on the date that Sobi starts inviting the employees in Band D, Band C, Band B2, Band B1 and the CEO to participate in the Management Programme (the "Vesting Period"). Sobi must invite the employees in Band D, Band C, Band B2, Band B1 and the CEO to participate in the Management Programme no later than on 31 December 2024.

b) 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 2024 for the CEO, (ii) 75% of the gross annual fixed salary in 2024 for each Band B1 participant, on an individual basis, (iii) 75% of the gross annual fixed salary in 2024 for each Band B2 participant, on an individual basis, (iv) 75% of the gross annual fixed salary in 2024 for each Band C participant, on an individual basis, and (v) 35% of the average gross annual fixed salary in 2024 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 in connection with the commencement of the Vesting Period.

c) 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 10% over the Vesting Period. In order for full vesting related to absolute TSR increase to occur, the TSR must increase by at least 40% over the Vesting Period. If the TSR increase is between 10% and 40% 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 in connection with 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 for the Management Programme as set by the Board of Directors each year. A comparison shall be made for each of the financial years 2024, 2025 and 2026. 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.

d) 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.

e) 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.

f) 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

a) In addition to the LTIP Award, the CEO as well as Band B1 and Band B2 participants (approximately 30 employees in total) shall free of charge be awarded employee stock options ("Options").

b) The Options shall not be deemed securities and shall be non-transferable.

c) The Options shall be awarded as soon as possible after the Annual General Meeting 2024. For new employees awards may take place at a later point in time but no later than on 31 December 2024.

d) 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 in connection with 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.

e) The value of each award of Options will amount to (i) 150% of the gross annual fixed salary in 2024 for the CEO, (ii) 75% of the gross annual fixed salary in 2024 for each Band B1 participant, on an individual basis and (iii) 75% of the gross annual fixed salary in 2024 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 1,562,878 and amount to:

CEO: no more than 266,627 Options.

Band B1: no more than between 29,405 and 91,728 Options per person, depending on the size of the gross annual fixed salary in 2024.

Band B2: no more than between 16,465 and 58,865 Options per person, depending on the size of the gross annual fixed salary in 2024.

f) 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.

g) 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 for the Management Programme as set by the Board of Directors each year over the financial years 2024-2026. 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.

h) 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.

i) 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 Programme participants upon exercise of Options may be reduced.

II. The All Employee Programme

It is proposed that the All Employee Programme be open to approximately 940 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.

a) 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 beginning on the date that Sobi starts inviting the Employees to participate in the All Employee Programme (the "Vesting Period"). Sobi must invite the Employees to participate in the All Employee Programme no later than on 31 December 2024.

b) The maximum number of Employee Investment Shares each Employee may invest in depends on the gross annual average fixed salary for Employees during 2024. 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 during 2024.

c) All Employee Programme participants must purchase Employee Investment Shares in connection with the start of the Vesting Period.

d) 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.

e) 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.

III. Terms and conditions applying to the Management Programme and the All Employee Programme

a) 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 or appropriate adjustments to satisfy certain regulations or market conditions outside Sweden, including, among other things, to offer cash settlement.

b) 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.

c) The Programmes shall jointly comprise no more than 3,984,296 common shares in Sobi, of which 1,422,319 constitute Management Performance Shares, 1,562,878 constitute Option Shares and 171,080 constitute Employee Matching Shares. The remaining 828,019 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.

d) 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 257, (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 290.9 million, excluding social security costs. The costs for social security charges are calculated to approximately SEK 130.5 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 257 at the time of the commencement of the Vesting Period, that the Programmes comprise 1,290 participants in total, that each All Employee Programme participant makes a maximum investment and based on historical employee turnover for the Sobi Group of 12%. If the share price increases from SEK 257 with 10% until the implementation of the Programmes the effect on costs would only be marginal as the number of Employee Matching Shares, Option Shares and Management Performance 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 3.1% of Sobi's total annual employee costs.

If the Programmes had been implemented in 2023, if Sobi 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 2023 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 2023 had decreased by SEK 0.44 to SEK 7.03 and the shareholders' equity per share for the financial year 2023 had decreased by SEK 1.19 to SEK 94.41.

Dilution

Upon full allocation of Employee Matching Shares, Management Performance Shares and Option Shares, the number of shares under the Programmes amounts to 3,156,277 common shares in Sobi, corresponding to a dilution effect of approximately 0.92% of the share capital and the votes. Aggregated with the 828,019 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 1.16% 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 4.56%.

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, with separate resolutions for the Management Programme and the All Employee Programme, 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, with separate resolutions for the Management Programme and the All Employee Programme, resolves (iii) on transfers of own common shares free of charge to the participants of the Programmes. As further described in item B.I.iii) and B.II.iii), respectively, 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.I and B.II, respectively, 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 2024 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 2026, 2027 and 2028 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.I and/or B.II 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 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

B. 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

I. Management Programme

i) Resolution on a directed issue of redeemable and convertible series C shares

Increase of Sobi's share capital by no more than SEK 777,114.54 through an issue of no more than 1,416,269 series C shares in Sobi. The issue shall be effected on the following terms:

a) 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.

b) 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]

c) The new shares shall be subscribed for during the period 15 May - 14 November 2024. Oversubscription is not permitted.

d) Payment for shares subscribed for shall be effected at subscription of the shares.

e) The new shares shall be entitled to dividends from and including the financial year 2024.

f) 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).

ii) 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:

a) Repurchase may be made through a public offer directed to all owners of series C shares in Sobi.

b) The authorisation is valid and may be exercised on one or several occasions until the Annual General Meeting 2025.

c) The number of series C shares permitted to be repurchased shall amount to no more than 1,416,269.

d) 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.i) above.

e) Payment for shares repurchased shall be made in cash.

f) The Board of Directors shall be authorised to establish additional terms for the repurchase.

g) 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 Management Programme. The reason for the proposed possibility to repurchase own shares is that Sobi shall be able to fulfil its obligations pursuant to the Management Programme in a cost-effective manner.

iii) Resolution on transfers of own common shares to the participants of the Management Programme

Series C shares have been issued, repurchased and converted to common shares under previous incentive programmes for the purpose of securing Sobi's obligations under such programmes. 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 2,343,193 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.i) and B.I.ii) above, following conversion to common shares, may be transferred under the Management Programme.

Transfers of Sobi's own common shares to the participants of the Management Programme may be made on the following terms:

a) Transfers may be made only of common shares in Sobi, whereby a maximum of 2,985,197 common shares in Sobi (corresponding to 1,422,319 Management Performance Shares and 1,562,878 Option Shares) may be transferred free of charge to participants of the Management Programme.

b) 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 Management Programme.

c) Transfers of common shares in Sobi shall be made free of charge at the time and on the other terms that the Management Programme's participants are entitled to be allocated shares.

d) The number of common shares in Sobi that may be transferred under the Management Programme will be subject to recalculation as a result of intervening bonus issues, splits, rights issues and/or other similar corporate events.

II. All Employee Programme

i) Resolution on a directed issue of redeemable and convertible series C shares

Increase of Sobi's share capital by no more than SEK 123,367.65 through an issue of no more than 224,834 series C shares in Sobi. The issue shall be effected on the following terms:

a) 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.

b) 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.[6]