STOCKHOLM, April 1, 2025 /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 Thursday, 8 May 2025 at 10.00 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 Tuesday, 29 April 2025, and
give notice of participation no later than Friday, 2 May 2025, 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 Tuesday, 29 April 2025, and
give notice of participation no later than Friday, 2 May 2025 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 2 May 2025.

The shareholder may not provide specific instructions or conditions to the postal voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the postal voting form and at https://anmalan.vpc.se/euroclearproxy?sprak=1.

If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder shall be enclosed with the postal voting form. Proxy forms are available at the company's website www.sobi.com. If the shareholder is a legal entity, a registration certificate or corresponding authorisation must be enclosed with the form.

Nominee registered shares

In order to be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of 29 April 2025. 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 2 May 2025 will be taken into account in the presentation of the share register.

Proposed agenda

Opening of the Meeting.
Election of the chair of the Meeting.
Preparation and approval of the voting list.
Approval of the agenda.
Election of one or several persons to verify the minutes.
Determination of whether the Meeting has been duly convened.
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.
Presentation by the CEO.
Presentation of the work performed by the Board of Directors and its committees.
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 appropriation of the company's profit or loss in accordance with the adopted balance sheet.
Resolution regarding discharge from liability of the members of the Board of Directors and the CEO.
Determination of fees to be paid to the members of the Board of Directors and to the auditor.
Determination of the number of directors and deputy directors and auditors and deputy auditors.
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 David Meek as member of the Board of Directors (re-election);
c. Election of Zlatko Rihter as member of the Board of Directors (re-election);
d. Election of Helena Saxon as member of the Board of Directors (re-election);
e. Election of Staffan Schüberg as member of the Board of Directors (re-election);
f. Election of Filippa Stenberg as member of the Board of Directors (re-election);
g. Election of Anders Ullman as member of the Board of Directors (re-election);
h. Election of Iris Loew-Friedrich as member of the Board of Directors (new election)
i. Election of David Meek as the chair of the Board of Directors (re-election); and
j. Election of Ernst & Young AB as the auditor (re-election).
Resolution on approval of the remuneration report.
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.
Resolution regarding approval for the Board of Directors to authorise the issuance of new shares and/or convertible bonds and/or warrants.
Resolution regarding transfer of own shares.
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), David Meek (chair of the Board of Directors), Thomas Ehlin (The Fourth Swedish National Pension Fund (AP4)) and Anders Hansson (AMF - Tjänstepension och Fonder), proposes that attorney-at-law Emil Boström from Mannheimer Swartling Advokatbyrå is elected chair of the Meeting.

Preparation and approval of the voting list (item 3)

The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the company, based on the 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 2,175,000 (1,885,000) to the chair of the Board of Directors and SEK 720,000 (625,000) 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 245,000 (235,000) to the chair and SEK 145,000 (135,000) to each other member of such committee, that fees for work in the Compensation & Benefits Committee should be SEK 155,000 (150,000) to the chair and SEK 105,000 (100,000) to each other member of such committee, that fees for work in the Scientific Committee should be SEK 155,000 (150,000) to the chair and SEK 105,000 (100,000) to each other member of such committee, and that fees for work in the Transaction Committee should be SEK 155,000 (150,000) to the chair and SEK 105,000 (100,000) 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 (unchanged) is paid to the members of the Board of Directors that reside in Europe outside the Nordic countries and a meeting fee of USD 5,000 (3,500) 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 eight 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, David Meek, Zlatko Rihter, Helena Saxon, Staffan Schüberg, Filippa Stenberg and Anders Ullman should be re-elected as ordinary members of the Board of Directors, that Iris Loew-Friedrich should be elected as new ordinary member of the Board of Directors and that David Meek should be re-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 2026, in accordance with the Audit Committee's recommendation.

Iris Loew-Friedrich

Iris Loew-Friedrich (born 1960) holds an MD and PhD in internal medicine from Goethe University Frankfurt, Germany.

Iris is chair of the board of Evotec SE and of Celosia Therapeutics Pty Ltd and she is a board member of Fresenius SE & Co. KGaA. She is also a member of the advisory boards of Spave Science Inc., Fondazione Telethon, Pierre Fabre S.A. and Helmholtz Health. Her previous experience includes Executive Vice President, Chief Medical Officer and Head of Development at UCB S.A/Schwarz Pharma AG, Vice President, Head of Global Development at BASF Pharma and various positions in clinical development at Aventis/Hoechst Marion Roussel/Hoechst AG (changed names due to mergers).

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 from joining the Board of Directors, 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.

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 17)

Background

The Board of Directors of Swedish Orphan Biovitrum AB (publ) ("Sobi") proposes that the Annual General Meeting 2025 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 2024 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 2024, 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 2025 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 355 permanent employees of the Sobi Group, whereof no more than 275 employees on director level of the Sobi Group ("Band D"), no more than 50 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 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 to participate in the Management Programme (the "Vesting Period"). Sobi must invite the employees to participate in the Management Programme no later than on 31 December 2025.

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 2025 for the CEO, (ii) 75% of the gross annual fixed salary in 2025 for each Band B1, Band B2 and Band C participant, on an individual basis, and (iii) 35% of the average gross annual fixed salary in 2025 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^[2] 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 2025, 2026 and 2027. 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 2025. For new employees awards may take place at a later point in time but no later than on 31 December 2025.

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 2025 for the CEO and (ii) 75% of the gross annual fixed salary in 2025 for each Band B1 and 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 1,495,661 and amount to:

CEO: no more than 250,570 Options.

Band B1: no more than between 28,246 and 88,845 Options per person, depending on the size of the gross annual fixed salary in 2025.

Band B2: no more than between 15,727 and 57,997 Options per person, depending on the size of the gross annual fixed salary in 2025.

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 2025-2027. 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 1,050 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 2025.

b) The maximum number of Employee Investment Shares each Employee may invest in depends on the gross annual average fixed salary for Employees during 2025. 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 2025.

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 3,787,263 common shares in Sobi, of which 1,331,032 constitute Management Performance Shares, 1,495,661 constitute Option Shares and 174,300 constitute Employee Matching Shares. The remaining 786,270 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 294, (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 329.4 million, excluding social security costs. The costs for social security charges are calculated to approximately SEK 150.3 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 294 at the time of the commencement of the Vesting Period, that the Programmes comprise 1,405 participants in total, that each All Employee Programme participant makes a maximum investment and based on historical employee turnover for the Sobi Group of 10%. If the share price increases from SEK 294 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 3.2% of Sobi's total annual employee costs.

If the Programmes had been implemented in 2024, 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 2024 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 2024 had decreased by SEK 0.51 to SEK 10.86 and the shareholders' equity per share for the financial year 2024 had decreased by SEK 1.31 to SEK 111.89.

Dilution

Upon full allocation of Employee Matching Shares, Management Performance Shares and Option Shares, the number of shares under the Programmes amounts to 3,000,993 common shares in Sobi, corresponding to a dilution effect of approximately 0.87% of the share capital and the votes. Aggregated with the 786,270 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 1.10% of the share capital and the votes. If all outstanding long-term incentive programmes are included in the calculation, then the corresponding maximum level of dilution amounts to 3.95%.

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 2025 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 2027, 2028 and 2029 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 649,514.73 through an issue of no more than 1,183,722 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.^[3]

c) The new shares shall be subscribed for during the period 9 May - 7 November 2025. 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 2025.

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 2026.

c) The number of series C shares permitted to be repurchased shall amount to no more than 1,183,722.

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 2,374,475 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 2,826,693 common shares in Sobi (corresponding to 1,331,032 Management Performance Shares and 1,495,661 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 125,689.77 through an issue of no more than 229,066 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.^[4]