Notice to attend the annual general meeting of Recipharm AB (publ)
The shareholders of Recipharm AB (publ), Reg. No. 556498-8425 (the “Company”), are hereby invited to attend the annual general meeting to be held on Tuesday, 11 May 2021, only by postal voting.
Due to the coronavirus and in an effort to reduce the spread, the Board of Directors has resolved that the Annual General Meeting will be held without the physical presence of shareholders, representatives and third parties, and that the shareholders will only be able to exercise their voting rights through postal voting in accordance with the instructions specified below. Information regarding the resolutions passed by the Annual General Meeting will be published on 11 May 2021 as soon as the results of the postal voting have been finalized.
Notification to attend etc.
Shareholders who wish to participate in the Annual General Meeting by postal voting must:
- be entered as a shareholder in the shareholder register maintained by Euroclear Sweden AB by Monday, 3 May 2021, and
- notify their intention to participate by submitting their postal vote in accordance with the instructions under the heading “Postal voting” below in such a manner that the Company has received the postal vote by Monday, 10 May 2021 at the latest.
To be entitled to participate in the Annual General Meeting, shareholders whose shares are held in the name of a nominee must, in addition to providing notification of their participation in the Annual General Meeting by submitting their postal vote, re-register the shares in their own name so that the shareholders are registered in the shareholder register on Monday, 3 May 2021. This re-registration may be temporary (so-called “voting right registration”) and is carried out through the nominee according to their procedures at a time determined by the nominee. Voting rights registration that has been completed by the nominee no later than Wednesday, 5 May 2021, are considered when preparing the shareholder register.
The Board of Directors has decided that the shareholders may exercise their voting rights only by postal voting, pursuant to Section 22 of the Temporary Exemptions to Facilitate the Execution of General Meeting in Companies and Associations Act (2020:198). A special form is to be used for postal voting. The form is available on the Company’s website www.recipharm.com. The completed and signed postal voting form may be sent by mail to Recipharm AB (publ), Att: Anna Krantz, Box 603, 101 32 Stockholm or by email to AGM@recipharm.com. The completed form must reach the Company by Monday, 10 May 2021, at the latest.
The conditions and instructions for postal voting are included in the form. Shareholders are not allowed to include special instructions or conditions in the postal vote. If such instructions or conditions are included in the postal vote, the vote (meaning the postal vote in its entirety) will be null and void.
Power of attorney
If shareholders wish to cast their postal vote through a proxy, a written and dated power of attorney signed by the shareholder must be enclosed with the form. The power of attorney form is available on the Company’s website www.recipharm.com. If the shareholder is a legal entity, a registration certification or an equivalent authorization document must be enclosed along with the form.
Number of shares and votes
As of 9 April 2021, there are a total of 101,115,683 shares in the Company, representing in total 204,781,515 votes, of which 21,312,000 are Class A shares and 79,803,683 are Class B shares. There are currently no outstanding Class D shares. Recipharm owns 163,337 Class B shares.
Shareholders’ right to request information
If a shareholder so requests and the Board of Directors considers it possible without this resulting in material damage to the Company, the Board of Directors and the CEO must provide information concerning conditions that could influence the assessment of items on the agenda, information concerning conditions that could influence assessments of the financial condition of the Company or subsidiaries as well as the Company’s relationship with another Group company. Requests for such information questions are to be submitted to the Company no later than ten days prior to the Annual General Meeting, that is, no later than Saturday, 1 May 2021, at address Recipharm AB (publ), Att: Anna Krantz, Box 603, SE-101 32 Stockholm or by e-mail to AGM@recipharm.com. Such information will be made available on the Company’s website www.recipharm.com and at the Company’s head office at Drottninggatan 29 in Stockholm, Sweden no later than Thursday, 6 May 2021. Information will also be sent to shareholders who requested the information and provided an address.
For information about how your personal data will be processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Proposal for agenda
- Election of Chairman of the meeting
- Election of one or two persons to approve the minutes
- Preparation and approval of the voting list
- Approval of the agenda
- Determination as to whether the meeting has been duly convened
- 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
- 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
- Resolution in respect of appropriation of the Company’s profit or loss as set forth in the adopted balance sheet
- Resolution in respect of discharge of the board members and the CEO from liability
- Determination of number of board members and auditors
- Determination of fees for board members and auditors
- Election of board members and Chairman of the Board of Directors
- Election of auditor
Election of Chairman of the meeting (item 1)
Roar BidCo AB proposes that attorney Jörgen S. Axelsson, or in the event he is unable to participate, the person otherwise instructed by the Roar BidCo AB, is elected as Chairman of the meeting.
Election of one or two persons to verify the minutes (item 2)
The Board of Directors proposed that attorney Leo Lee, Roschier Advokatbyrå, be elected to approve the minutes or, in the event he is unable to participate, the person otherwise as instructed by the Board of Directors. The assignment as certifier also entails verifying that the voting list and received absentee ballots are correctly represented in the minutes of the General Meeting.
Preparation and approval of voting list (item 3)
For voting list is proposed the voting list prepared by the Company, based on the shareholder register as of 3 May 2021 and the postal votes received, and verified by the certifier.
Dividend (item 8)
The board proposes that the Annual General Meeting shall resolve not to distribute any dividends for the financial year 2020.
Determination of number of board members and auditors (item 10)
Roar BidCo AB proposes that the Board of Directors shall consist of seven board members without deputy members. Roar BidCo AB also proposes that the Company shall have one registered auditing company as auditor.
Determination of fees for board members and auditors (item 11)
Roar BidCo AB proposes that no remuneration shall be paid to the board members. Roar BidCo AB also 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 12)
As members of the Board of Directors until the end of the next annual general meeting, Roar BidCo AB proposes re-election of Lars Backsell, Thomas Eldered, Richard Ridinger, Erika Henriksson, Henrik Giver, Mark Keatley and Steven Klosk. Roar BidCo AB also proposes that Richard Ridinger is re-elected as Chairman of the Board of Directors.
Election of auditor (item 13)
Roar BidCo AB proposes that the registered auditing company Ernst & Young AB shall be re-elected as auditor for the period until the end of next Annual General Meeting 2022.
The Annual Report and the audit report, as well as other documents required under the Swedish Companies Act will be available to shareholders at the Company’s headquarters at Drottninggatan 29 in Stockholm, Sweden and on the Company’s website www.recipharm.com at least three weeks before the Annual General Meeting. The documents are sent free of charge to shareholders who request and state their address.
Stockholm, April 2021
RECIPHARM AB (PUBL)
The Board of Directors