Notice to attend the annual general meeting of Recipharm AB (publ)

Due to the Public Health Agency of Sweden’s increased risk level for spreading of the Coronavirus in Sweden, causing Covid-19, we choose to, in order to reduce the risk of spreading the virus, perform certain amendments with regards to the implementation of the Annual General Meeting. The amendments include, among others, that no refreshments will be offered and the Annual General Meeting will only include the formal part of the meeting with the ambition for the meeting to be held short and concise with the lowest possible risk of infection spreading. A presentation by the CEO will be available from 12 May 2020 on the Company’s website, www.recipharm.com. The presentation by the CEO at the Annual General Meeting will be considerably shortened.  

Recipharm follows the development of Covid-19 carefully and will update the above described precautions for the Annual General Meeting if required. We ask everyone who intend to participate at the Annual General Meeting to be updated regarding potential additional actions via www.recipharm.com.
 

The shareholders in Recipharm AB (publ), reg. no. 556498-8425, are hereby invited to attend the Annual General Meeting (“AGM”) to be held on Tuesday 12 May 2020 at 3.00 pm at Berns, Berzelii Park in Stockholm, Sweden.

Notification to attend etc.

Shareholders who wish to attend the AGM must

  • be recorded in the share register kept by Euroclear Sweden AB no later than on Wednesday 6 May 2020; and
  • notify the Company of their intention to attend the AGM at the latest by Thursday 7 May 2020.

Notification to participate in the AGM must be in writing via the booking form available on the Company’s website www.recipharm.com or by e-mail to AGM@recipharm.com. Notification can also be made by telephone at +46-8-602 4544. The notification shall state name, personal identification number/ company registration number, address, telephone number and number of shares held. 

Participation by proxies and mail voting

Shareholders represented by proxy must issue a written, signed and dated proxy. If the proxy is issued by a legal entity, a certified copy of the valid registration certificate (Sw. registreringsbevis) of the legal entity (or similar document for non-Swedish legal entity) must be attached to the proxy. The proxy may not be older than one year unless it states that it is valid for a longer period of time (the validity of the proxy may not exceed five years). Proxy form for shareholders who wish to attend the meeting by proxy will be available on the Company’s website, www.recipharm.com.

In order to reduce the risk of spreading the virus causing Covid-19, the Board of Directors of Recipharm AB has resolved that the shareholders can use their right to vote prior to the AGM via mail. The form for mail voting is provided to the shareholders on the Company’s website, www.recipharm.com. The form includes information on how a shareholder can use its right to vote via mail. In order to facilitate the registration, proxies in its original and mail voting forms as well as registration certificates and other authorization documents should be sent to the Company at the address Recipharm AB (publ), Att: Anna Krantz, Box 603, SE-101 32 Stockholm, well in advance before the meeting.

Shareholding in the name of a nominee

In order to be entitled to participate in the meeting, shareholders who hold their shares through nominees (Sw. förvaltare) must request a temporary registration of the shares in their own name, with Euroclear Sweden AB. Shareholders who wishes to obtain such registration must contact the nominee regarding this well in advance of 6 May 2020.

Proposal for agenda

  1. Opening of the meeting
  2. Election of Chairman of the meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Election of one or two persons to approve the minutes
  6. Determination as to whether the meeting has been duly convened
  7. Presentation of the annual report and the auditor’s report as well as the consolidated annual report and the auditor’s report on the consolidated annual report
  8. Statement by the CEO
  9. Adoption of the profit and loss statement and the balance sheet as well as the consolidated profit and loss statement and the consolidated balance sheet
  10. Resolution in respect of appropriation of the Company’s profit or loss as set forth in the adopted balance sheet
  11. Resolution in respect of discharge of the board members and the CEO from liability
  12. Determination of number of board members and auditors
  13. Determination of fees for board members and auditors
  14. Election of board members and Chairman of the Board of Directors
  15. Election of auditor
  16. Resolution in respect of guidelines for remuneration for senior executives
  17. Resolution to implement a share savings program for 2020, including:
  1. approval of the program;
  2. authorization for the Board of Directors to resolve on direct issues of shares of series D; and
  3. authorization for the Board of Directors to resolve to repurchase of shares of series D
  1. Resolution in respect of authorization for the Board of Directors to resolve to issue of shares to repay bridge facility
  2. Resolution in respect of amendments of the Articles of Association
  3. Closing of the meeting

Proposals by the Nomination Committee

The Nomination Committee has consisted of Tony Sandell, Chairman of the Nomination Committee, representing Flerie Participation AB, Lars Backsell, Chairman of the Board of Directors of Recipharm AB, Johan Lannebo, representing Lannebo Fonder, and Ossian Ekdahl, representing Första AP-fonden.

Election of Chairman of the meeting (item 2)

The Nomination Committee proposes that Lars Backsell is elected as Chairman of the meeting.

Determination of number of board members and auditors (item 12)

The Nomination Committee proposes that the Board of Directors shall consist of eight (eight) board members elected by the general meeting. The Nomination Committee also proposes that the Company shall have one registered auditing company as auditor.

Determination of fees for board members and auditors (item 13)

The Nomination Committee proposes that the total remuneration for the Board of Directors shall amount to SEK 2,960,000 (previous SEK 2,270,000), of which SEK 650,000 (previous SEK 500,000) shall be paid to the Chairman of the Board of Directors and SEK 325,000 (previous SEK 250,000) shall be paid to each of the other board members elected by the general meeting and who are not employees of the group. The Nomination Committee proposes that a fee of SEK 150,000 (previous SEK 100,000) shall be paid to the Chairman of the Audit Committee and that a fee of SEK 70,000 (previous SEK 50,000) shall be paid to each of the other members who are not employees of the group. The Nomination Committee proposes that a fee of SEK 40,000 (previous SEK 40,000) shall be paid to the Chairman of the Remuneration Committee and that a fee of SEK 30,000 (previous SEK 30,000) shall be paid to the other member who are not an employee of the group.

The Nomination Committee proposes that the audit fees shall be paid in accordance with approved invoices.

Election of board members and Chairman of the Board of Directors (item 14)

As members of the Board of Directors until the end of the next annual general meeting, the Nomination Committee proposes re-election of Marianne Dicander Alexandersson, Lars Backsell, Carlos von Bonhorst, Anders G. Carlberg, Thomas Eldered, Ashwini Kakkar, Helena Levander and Eva Sjökvist Saers.

The Nomination Committee also proposes re-election of Lars Backsell as the Chairman of the Board of Directors.

Election of auditor (item 15)

The Nomination Committee proposes that the registered auditing company Ernst & Young AB shall be re-elected as auditor for the period until the next AGM 2021. Ernst & Young AB has informed that, if Ernst & Young AB is re-elected as auditor, Jennifer Rock-Baley will continue as the responsible auditor. The Nomination Committee’s proposal is recommended by the Company’s Audit Committee.  

Proposals by the Board of Directors

Dividend (item 10)

The board proposes that the AGM shall resolve not to distribute any dividends for the financial year 2019. 

Resolution in respect of guidelines for remuneration of senior executives (item 16)

The Board of Directors proposes that the AGM shall resolve on guidelines for remuneration and other terms of employment for senior executives according to the following.

These guidelines for remuneration shall be applied on the remuneration for the CEO and other senior executives in Recipharm AB (publ) (the “Company”). Other senior executives are those who, besides the CEO, constitute the group management team of the Company. The guidelines for remuneration shall apply to remuneration agreed after the annual general meeting 2020 and apply until the annual general meeting 2024, unless circumstances arise that require prior revision. The guidelines do not apply to remuneration resolved by the general meeting.

Remuneration to the senior executives shall be paid according to market terms, to ensure the Company´s ability to recruit and retain excellent people, to keep and develop the capabilities needed to successfully implement the company´s business strategy and long-term interest, including its sustainability.

Remuneration of senior executives may consist of basic salary, variable pay, pension, other benefits and share-based incentive programs. The remuneration of the CEO and other senior executives shall be based on factors such as responsibility, expertise, experience, position and performance. Furthermore, the relationship between basic salary and variable pay shall be proportionate to employees’ responsibilities and duties. The variable pay shall be linked to pre-determined criteria designed to promote the company’s creation of value in the long-term. The remuneration shall not discriminate on grounds of gender, ethnic background, national origin, age, disability, religion or other irrelevant factors.

Fixed Salary

Fixed salary shall be paid in accordance with market terms and based on the responsibilities and duties of the senior executive. Sick pay shall be equivalent to 75-90 percent of the fixed salary during the first 3-6 months of a period of sickness or according to collective agreements.

Variable pay

In addition to fixed salary, the senior executives are entitled to variable pay. The variable pay is determined by the board of directors for the CEO and by the remuneration committee for the other senior executives and must be linked to predetermined and measurable criteria and designed with the aim of promoting the company's value creation and business strategy both in the short term and the long term. Targets for variable pay shall be linked partly to the outcome of specific financial targets for the Company and partly to individual targets attributable to each executive's role and function at the Company. The size of the variable pay shall not exceed 40 % of the executives fixed pay.

Evaluation and decision on target fulfillment and payment of variable pay are made by the board for the CEO and by the remuneration committee for the other members of the executive management. The board's decisions on variable pay for the CEO shall be carried out on the basis of materials prepared by the remuneration committee. Evaluation and decision on target fulfillment and payment of variable pay shall be made after the end of each financial year.

Long-term incentive program

The main purpose of the long-term incentive program is to increase the possibilities to recruit and retain employees in the group. Ownership commitment among the participants of the program is also expected to increase the interest for the operations and the results, as well as raise the motivation and the affinity with the Company. The Program will constitute a competitive and motivating incitement for its participants. Therefore, the board of directors propose that the annual general meeting resolves on a long-term incentive program.

Other benefits

Other benefits, which may include for example health insurance, company car and travel benefits shall be on market terms and in accordance with local practice. These benefits shall not constitute a substantial part of the total remuneration.

Termination

Regarding the CEO and the other senior executives, provided that collective agreements do not state otherwise, the employee and the employer shall have a mutual notice period of up to six months. In addition to salary during the notice period, severance pay of up to six months of salary may occur.

In addition, the senior executives who are bound to a non-compete clause and a non-solicitation clause applicable after the terminated employment can be reimbursed with a monthly amount up to the maximum of the executive´s latest monthly salary during the period when the non-compete clause and non-solicitation clause are applied. Severance pay and compensation for non-compete clause and non-solicitation clause are not paid in parallel.

Pension

Pensions shall be formed in such a way that they are in accordance with market standards and reflects normally accepted levels and customs in the country where the member of the executive management team is employed.

Preparation of the guidelines

These guidelines for remunerations have been prepared by the board of directors, on the basis of materials prepared by the remuneration committee. The board of directors have among other things considered the employees’ total salary, the components of the remuneration, the increase and growth rate over time and other employment conditions when evaluating whether the guidelines and limitations set out herein are reasonable.

These guidelines shall be in force until new guidelines have been adopted by the general meeting. At least every fourth year, the board of directors shall submit a proposal for new guidelines for remuneration for resolution by the general meeting.

When the board of directors review the guidelines, it shall consider the development of the general remuneration levels for senior executives in comparable companies as well as the general remuneration levels and employment conditions for employees of the group.

The board of directors shall in its proposal to amend the guidelines, summarize significant changes and, if applicable, how shareholders' views have been taken into account in the review of the guidelines.

Deviation from the guidelines on remuneration

The board of directors shall be entitled to temporary deviate from the guidelines in respect of any of the above principles, in individual cases when it is deemed necessary to ensure the sustainable long-term success of the company's strategies and other interests or to ensure the Company’s financial viability. The remuneration committee’s duties include preparation of the board of director’s decision on remuneration matters, including decisions to deviate from these guidelines.

Information on remuneration decided upon but not due for payment

In addition to the commitments to pay ongoing remuneration such as salary, pension and other benefits, there are no previously decided remuneration to any senior executives not due for payment.

Resolution to implement a share savings program for 2020 (item 17)

The AGMs of 2014 – 2019 decided to implement share savings programs for all employees of the Recipharm group (“Previous Programs”). The Board of Directors’ intention is to make the structure of Previous Programs long-lasting, which is why the board intends to make similar proposals to be decided upon by the AGMs in the years to come. The Board of Directors therefore proposes that the AGM approves a share savings program for 2020 (the “Program”), which is to include all employees in the group according to the following.

Objective and motivation

The main purpose of the Program is to increase the possibilities to recruit and retain employees in the group. Ownership commitment among the participants of the Program is also expected to increase the interest for the operations and the results, as well as raise the motivation and the affinity with Recipharm. The Program will constitute a competitive and motivating incitement for employees of the Recipharm group. The Board of Directors therefore proposes that the AGM resolves to approve a share savings program for 2020 mainly based on the Previous Programs, but with more focus on performance, and based on the following conditions and principles.

Preconditions for participation

The Program will cover all employees in the Recipharm group operating in Sweden and other countries. Participation in the Program requires that participants, with their own funds, during the period from July 2020 to July/August 2021, acquires shares of series B in Recipharm (“Saving Shares”) at market price on Nasdaq Stockholm and for an amount not exceeding 5 percent of each participant’s annual fixed gross salary. Participation for senior executives, members of the subsidiaries executive groups and selected key employees requires that participants acquire Saving Shares for an amount not exceeding 10 percent of the annual fixed gross salary.

Scope and dilution of shares

The maximum number of shares covered by the Program amounts to 777,333 shares of series B, corresponding to approximately 1.13 percent of the number of the current issued shares and approximately 0.38 percent of the current votes. Considering the number of shares estimated to be issued according to the group’s other outstanding share saving programs, the total dilution effect for the 2020 Program and other outstanding programs is expected to amount to a total of approximately 1.89 percent of current issued shares and approximately 0.63 percent of the current votes. The expected dilution has been calculated on actual allocated shares in the 2017 and 2018 program and actual allocated shares and shares expected to be allocated in relationship with actual number of participants in the 2019 program. For the 2020 program the expected dilution has been calculated with the parameters disclosed in section “Estimated costs and value of the Program, and effects on key ratios”.

Delivery of shares

To ensure the delivery of Matching Shares and Performance Shares (see definitions below) the Board of Directors proposes an authorization for the Board of Directors to decide upon a directed issue of redemption shares of series D, which are to be repurchased and re-classified to shares of series B within the Program, according to item 17(b) and 17(c) below.

Estimated costs and value of the Program, and effects on key ratios

The Program will be accounted for in accordance with IFRS 2 which stipulates that the rights should be recorded as a personnel expense in the income statement during the vesting period. Based on the assumptions of a share price of SEK 99.00 (closing share price on April 3 2020), a participation of 24 percent, 4 percent annual employee turnover among the participants of the Program, the cost for the Program, excluding social security costs, is estimated to approximately SEK 35.0 million. The cost will be allocated over the years 2020-2023. The estimated social security costs will be recorded as a personnel expense in the income statement by current reservations. The social security costs are estimated to around SEK 13.9 million with the assumptions above, an average social security tax rate of 30 percent and an annual share price increase for Recipharm’s shares of series B of 8 percent during the vesting period.

However, the Board of Directors assess that the positive effects on the financial results of Recipharm, which are expected to arise from the Program, will outweigh the costs related to the Program.

Preparation of the matter

The Program has been initiated by the Board of Directors of Recipharm and has been worked out in detail in cooperation with external advisors. The Program has been prepared in the Remuneration Committee and processed at the board meetings held in the beginning of 2020.

Evaluation of previous and ongoing Programs

In total almost 1500 employees have become shareholders through the 2014-2019 Programs and about 450,000 Recipharm B shares (savings shares) have been purchased on behalf of the participants, averaging the shareholding to 300 shares/participant pre vesting. Of the 1500 persons about 1200 are still employed. In 2019 approximately 5000 employees where eligible for the program, making the level of participation in one or more program among employees 24 % calculating on the total 1200 employees still holding shares connected to the Programs.

Recipharm evaluates the Program with the subsidiaries General Managers to assess how well it fulfil the Program purposes. In 2019 the General Managers assessed that the program has a retaining effect, a general effect of increased ownership commitment amongst the participants of the Program and consider the program being a good motivating incitement for senior executives.

Resolution on the adoption of share savings program for 2020 (item 17(a))

With reference to the description above, the Board of Directors proposes that the AGM decides to adopt a share savings program substantially based on the terms and principles below.

The Program will encompass all employees of the Recipharm group who are active in Sweden as well as other countries. Participation in the Program requires that participants, with their own funds, during the period from July 2020 to July/August 2021, acquires Saving Shares in Recipharm at market price on Nasdaq Stockholm and for an amount not exceeding 5 percent of each participant’s annual fixed gross salary. Participation for senior executives, members of the subsidiaries’ managerial groups and selected key employees requires that participants acquire Saving Shares for an amount not exceeding 10 percent of the annual fixed gross salary.

The duration of the Program is suggested to be set at just above 3 years from the effective date of the Program (“Saving Period”).

A participant who keeps the Saving Shares during the entire Saving Period, and additionally remain employed in the group during the entire Saving Period, will, after the expiration of the Saving Period, receive for every two Saving Share´s one Recipharm share of series B (“Matching Share”), free of charge.

In addition to Matching Shares participants are also eligible for free additional shares of series B in Recipharm (”Performance Shares”), provided that the participant remains employed within the group for the entire Saving Period, and also fulfils certain requirements of performance. These requirements of performance involve that the outcome of the Program is made dependent on the total yield in relation to certain predetermined reference companies. The CEO of the company is entitled to a maximum of seven Performance Shares per Saving Share, and other senior executives and affiliates’ CEOs are entitled to a maximum of five Performance Shares per Saving Share. Members of local managerial groups (excluding affiliates’ CEOs) and selected key employees are entitled to a maximum of two Performance Share per Saving Share. Other employees are entitled to a maximum of one Performance Shares per Saving Share. As a board member (who is, moreover, one of the main owners of the company), the current CEO of the company, Thomas Eldered will refrain from participating in the Program.

The number of Matching Shares and Performance Shares can be subject of recalculation in the event of an intervening bonus issue, preferential issue, split, and/or other similar measures.

The Board of Directors, or the remuneration committee of the company, shall be responsible for the further construction of the detailed conditions for the Program, within the scope of the conditions and guidelines stated above. The Board of Directors shall have the right to make necessary adjustments in order to observe legislation, market conditions or restrictions of certain jurisdictions. The Board of Directors shall also, in the event that participation and/or delivery of shares to participants outside Sweden cannot be fulfilled at reasonable costs and with a reasonable amount of administrative efforts, have the right to make adjustments, encompassing inter alia a right to decide upon a cash deduction-offer to an employee. Furthermore, it is proposed that the Board of Directors shall have the right to make other amendments, if the Board of Directors finds it suitable, if changes occur within the Recipharm group or its surroundings, which imply that the Program does no longer fulfils its overarching purpose.

The maximum number of shares covered by the Program amounts to 777,333 shares of series B, corresponding to approximately 1.13 percent of the number of current issued shares and approximately 0.38 percent of the current votes. Considering the number of shares estimated to be issued under the group’s other outstanding share saving programs, the expected total dilution effect amounts to approximately 1.89 percent of the current issued shares and approximately 0.63 percent of the number of current votes.

Resolution on authorization for the Board of Directors to decide on a direct issue of shares of series D (item 17(b))

The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to, at one or several occasions during the period until the next AGM, issue of up to 777,333 shares of series D, each with a quota value of SEK 0.50. The new shares may, with deviation from the shareholders’ preferential rights, be subscribed for by a bank or a securities company. The amount to be paid for each new share (the subscription price) shall correspond to the share’s quota value at the time of the subscription.

The purpose of the authorization and the reason for deviation from the shareholders’ preferential rights is to assure delivery of shares to the participants in accordance with all Recipharm’s share saving programs.

Resolution on authorization for the Board of Directors to decide on a repurchase of shares of series D (item 17(c))

The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to, for the period until the next AGM, decide on a repurchase of shares of series D. Repurchase may only take place by way of an acquisition offer directed to all holders of shares of series D and shall encompass all outstanding shares of series D. Purchases shall be made at a price per share corresponding to the quota value per share applicable at the time of subscription. Payment of repurchased shares shall be made in cash.

The purpose of the authorization is to hedge to undertakings of the delivery of shares in accordance with all Recipharm’s share saving programs.

The Board of Directors’ opinion, pursuant to Chapter 19, section 22 of the Swedish Companies Act, on the proposal to authorize the Board of Directors to decide on a repurchase of shares of series D is available in accordance to the section “Documents” below.

Resolution in respect of authorization for the Board of Directors to resolve to issue of shares to repay bridge facility (item 18)

On 18 November 2019 Recipharm announced a public offer regarding all shares in Consort Medical plc (“Consort”). The offer has been accepted by a large majority of Consort’s shareholders. Recipharm has completed the procedure to compulsorily acquire the shares, which were previously owned by the shareholders not accepting the public offer. The transaction of Consort has been financed through bank facilities from Danske Bank and DNB, including a bridge facility of SEK 2 billion with a term to maturity of twelve months. In connection with the announcement of the offer and in order to repay the bridge facility, Recipharm announced its intention to carry out one or several share issues of approximately SEK 2.5 billion in total whereof at least SEK 2 billion through a rights issue, with preferential rights for Recipharm’s shareholders and not more than SEK 500 million with deviation from the shareholders’ preferential rights. The issue amount, after deduction of the issue costs, not used for repayment of the bridge facility will finance the groups ongoing operations.

With reference to the background described above, the Board of Directors proposes that the AGM resolves to authorize the Board of Directors, on one or several occasions during the period until the next AGM, to resolve on share issues with a total issue proceed of not more than approximately SEK 2.5 billion. When utilizing the authorization above, share issues corresponding to a total issue proceed of at least SEK 2.0 billion shall be carried out with preferential rights for Recipharm's shareholders and a not more than SEK 500 million shall be carried out with deviation from the shareholders’ preferential rights. Payment for the shares subscribed for shall be made in cash.

The reason for any deviation from the shareholders’ preferential rights is to ensure that the share issues take place in a cost and time efficient way to enable repayment of part of the bridge facility and broaden the Company’s shareholder base. The issuance of shares under the authorisation shall, in case of deviation from the shareholders’ preferential rights, be made at a subscription price according to the prevailing market conditions at the time of the issuance of the shares.

Resolution in respect of amendments of the Articles of Association (item 19)

The Board of Directors proposes that the AGM resolves that § 9, third paragraph of the Articles of Association should read as follows: “In order to participate in the general meeting, shareholders must register with the Company no later than the date specified in the notice to convene the meeting”.

The reason for the proposed amendment to the Articles of Association is that the right to attend the general meeting is regulated by the Swedish Companies Act and therefore does not need to be regulated by the Articles of Association and that an expected change in the law in 2020 will mean that the current wording is contrary to the Swedish Companies Act.

The Board of Directors further proposes that the AGM resolves that the post-sale purchase right for shares of series A in § 11 is removed from the Articles of Association. As a result, § 12 will be renumbered to § 11 and § 13 will be renumbered to § 12.

OTHER INFORMATION

Number of shares and votes

As per 9 April 2020 the total number of shares in the Company amounts to 67,775,793 representing a total of 204,781,515 votes, whereof 15,222,858 shares of series A, 52,552,935 shares of series B. There is currently no issued shares of series D. The Company holds 265,297 shares of series B.  

Majority requirement of the proposed resolutions in items 17-19

A resolution pursuant to item 17(a) is only valid if approved by shareholders representing at least nine-tenths of the votes cast as well as the shares represented at the AGM. The items 17(a), 17(b) and 17(c) are conditional upon each other.

Resolutions pursuant to items 17(b), 17(c) and 18-19 are only valid if approved by shareholders representing at least two-thirds of the votes cast as well as the shares represented at the shareholders’ meeting.

Documents

The Board of Directors’ complete proposal pursuant to item 17, the Board of Directors’ reports and the auditor’s statements pursuant to the Swedish Companies Act (SFS 2005:551), the Nomination Committee’s statement regarding the proposals relating to the Board of Directors and information about the proposed board members will, no later than on 14 April 2020, be held available at the Company’s website, www.recipharm.com, at the Company’s office at Drottninggatan 29 in Stockholm and will be sent free of charge to shareholders who so request and provide their postal address or email address.  The annual report and the audit report will be available at the Company’s website and at the Company’s office at the address set out above as from 15 April 2020. 

The shareholders’ right to submit questions

The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it may be done without significantly harming the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the Company’s or its subsidiaries’ financial position and the Company’s relationship to other companies within the group as well as the consolidated financial statements. Anyone wishing to submit questions in advance can do so by sending them to the Company at the address mentioned above.

____________________

Stockholm, April 2020

RECIPHARM AB (PUBL)

The Board of Directors