Notice of Annual General Meeting of Abliva AB (publ)
The shareholders of Abliva AB (publ), corporate identity number 556595-6538, (“the Company” or “Abliva”) are hereby convened to the Annual General Meeting, held at 1 p.m. on Friday, 27 June 2025 at Medicon Village, Scheeletorget 1, in Lund, Sweden, with admission for registration from 12.30 p.m.
Entitlement to participate and notification
Shareholders that wish to participate at the Annual General Meeting should:
- be included in the share register maintained by Euroclear Sweden AB on Wednesday, 18 June 2025, and
- notify the Company by email to ir@abliva.com or, in writing to Abliva AB, Medicon Village, 223 81 Lund, Sweden, no later than Monday, 23 June 2025. Notifications must state full names, personal or corporate identity numbers, shareholdings, address, daytime telephone number, and where applicable, information on deputies or assistants (maximum of two). Where applicable, notifications should also enclose powers of attorney, certificates of registration and other legitimacy papers.
Nominee-registered shares
For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the Annual General Meeting. In addition to giving notice of participation, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date, Wednesday, 18 June 2025. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee’s routines, request that the nominee make such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than Monday, 23 June 2025, will be taken into account in the preparation of the share register.
Proxies etc.
If shareholders attend by proxy, such proxy must bring a written power of attorney, dated and signed by the shareholder to the Annual General Meeting. This power of attorney may not be older than one year, unless a longer term of validity (although subject to a maximum of five years) is stated in the power of attorney. If the power of attorney has been issued by a legal entity, the proxy should also bring the relevant certificate of registration or corresponding legitimacy papers for the legal entity. To facilitate entry, a copy of the power of attorney and other legitimacy papers should be attached to the notification of attendance of the Annual General Meeting. Power of attorney forms are available from the Company’s website www.abliva.com and can be sent by mail to shareholders that contact the Company stating their mail address.
Proposed agenda:
- Opening the Meeting.
- Election of a Chair of the Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Consideration of whether the Meeting has been duly convened.
- Submission of the Annual Accounts and Audit Report and the Consolidated Accounts and Consolidated Audit Report.
- Resolutions
a) On adopting the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet.
b) On appropriation of the Company’s earnings in accordance with the adopted Balance Sheet.
c) On discharging the Board members and Chief Executive Officer from liability. - Resolution on change of company category and amendment of the Articles of Association.
- Determination of the number of Board members and auditors.
- Determination of Directors’ and audit fees.
- Election of the Board of Directors and auditor.
- Closing the Meeting.
Proposed resolutions in brief:
Election of a Chair of the Meeting (item 1)
The Board of Directors proposes that the Annual General Meeting appoints Lawyer Annika Andersson, Cirio Law firm, as Chair of the Annual General Meeting 2025.
Resolution on appropriation of the Company’s earnings in accordance with the adopted Balance Sheet (item 7 b)
The Board of Directors proposes that the Annual General Meeting disposes over the Company’s earnings in accordance with the Board of Directors’ proposal in the Annual Accounts. Additionally, the Board of Directors proposes that no dividend is paid for the financial year 2024.
Resolution on change of company category and amendment of the Articles of Association (item 8)
The Board of Directors proposes that the Annual General Meeting resolves to change the company category from a public company to a private company and to amend the Articles of Association as follows:
| Current wording | Proposed wording |
|---|---|
| § 1. CORPORATE NAME The Company’s corporate name is Abliva AB. The Company is a public limited company (publ). | § 1. CORPORATE NAME The Company’s corporate name is Abliva AB. |
| § 7. AUDITORS For auditing the Company’s Annual Accounts and the Board of Directors’ and Chief Executive Officer’s administration, one or two Auditors with or without deputies shall be appointed, or one registered public accounting firm. The assignment as Auditor shall apply until the end of the Annual General Meeting held in the financial year after the Auditor is appointed. | § 7. AUDITORS For auditing the Company’s Annual Accounts and the Board of Directors’ and Chief Executive Officer’s administration, one or two Auditors with or without deputies shall be appointed, or one registered public accounting firm. |
| § 8. NOTICE OF GENERAL MEETING Notices of General Meetings shall always be made by announcement in the Swedish Official Gazette and on the Company’s website. Information that the notice has been issued shall be announced in the Swedish daily newspaper Svenska Dagbladet. If the publication of Svenska Dagbladet is discontinued, there shall be an announcement in the Swedish daily newspaper Dagens Industri. | § 8. NOTICE OF GENERAL MEETING Notice to attend General Meetings shall be given by posted letter or by email. |
The Board of Directors also proposes that the Annual General Meeting authorises the Board of Directors, or the person appointed by the Board of Directors, to make such minor adjustments and clarifications to the above resolution, to the extent required for registration of the resolution with the Swedish Companies Registration Office.
A resolution in accordance with this proposal requires that all shareholders present at the Annual General Meeting vote in favour of the resolution and together represent at least nine-tenths of all shares in the Company.
Determination of the number of Board members and auditors, determination of Directors’ and audit fees, and, election of the Board of Directors and auditor (items 9, 10 and 11)
Pharming Technologies B.V. intends to present proposals on items 9-11 in connection with the Annual General Meeting.
Shareholders’ right to receive information
The Board of Directors and the CEO shall, upon request by any shareholder and where the Board of Directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda or the Company’s or Group’s financial position in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551).
Documents
The Board of Directors complete proposals are presented above. Documents which according to the Swedish Companies Act must be available at the Annual General Meeting will be kept available at the Company’s office, Medicon Village, in Lund, Sweden and at the Company’s website www.abliva.com from no later than three weeks prior to the Annual General Meeting, and will be sent to those shareholders that so request and state their mail address. The documents will also be held available at the Annual General Meeting.
Processing of personal data
For information on how personal data is processed in relation the Meeting, see the privacy notice available on Euroclear’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Lund, Sweden, May 2025
Abliva AB (publ)
The Board of Directors