General meeting

Annual General Meeting 2021

Annual General Meeting of Abliva AB (publ) will be held on 20 May 2021.

Documents:

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

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

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

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

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

A special form must be used for the postal vote. The form for postal voting is available above and can also be sent by mail to shareholders at the request by telephone no 0771-24 64 00. Submitting of the postal voting form in accordance with the below will be considered as notice of attendance.

Completed and signed forms for postal voting shall be sent by mail to Computershare AB, ”Abliva AB’s AGM”, Box 5267, 102 46 Stockholm and must be received by Computershare AB on Wednesday 19 May 2021 at the latest. Postal voting form may also be submitted electronically by verification through BankID via the following link:

or by sending the completed postal voting form by e-mail to info@computershare.se together with power of attorney and other documentation of authority. The Shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.

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

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

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

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

Nomination Committee
The AGM on 20 May 2020 resolved that Abliva shall have a Nomination Committee comprising one member of each the three largest shareholders in terms of voting rights based on the list of registered shareholders on the final trading day of September 2020 provided by Euroclear Sweden AB. If a shareholder does not exercise its right to appoint a member, entitlement to appoint a member of the Nomination Committee transfers to the shareholder who is the next largest shareholder in terms of voting rights. The Nomination Committee’s period of office runs until a new Nomination Committee has been appointed.

The Nomination Committee for the 2021 AGM comprises:

• Florian Eckhardt (chair) – for Hadean Ventures
• Kristina Ingvar – for John Fällström
• Andreas Inghammar – for Rothesay Ltd

In total, the Nomination Committee represents some 14.35 % of the votes in Abliva as of 30 September 2020.

The Nomination Committee’s task ahead of the AGM 2021 is to prepare proposals on the following matters to present to the AGM for resolution:

• Propose the Chairman of the AGM
• Propose the number of Board members
• Propose remuneration to Board members and remuneration to Committee members
• Propose remuneration to the Auditors
• Propose the Chairman of the Board and other Board members
• Propose Auditor
• Propose guidelines for appointing members of the Nomination Committee, and instructions for the Nomination Committee
• Propose remuneration to the members of the Nomination Committee