The shareholders in Recipharm AB (publ), reg. no. 556498-8425, are hereby invited to attend the annual general meeting (“AGM”) to be held on May 7th at 2.00 pm at the company’s premises at Lagervägen 7 in Jordbro, 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 Thursday 30 April 2015, and · notify the company of their intention to attend the AGM at the latest by Monday 4 May 2015. 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 AGM2015@recipharm.com. Notification can also be made by telephone at +46-8-602 44 76. The notification shall state name, personal identification number/ company registration number, address, telephone number and number of shares held. Proxies 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). In order to facilitate the registration, proxies in its original as well as registration certificates and other authorization documents should be sent to the company address, Recipharm AB, Att: Katja Zaharova, Lagervägen 7, 136 50 Jordbro, well in advance before the meeting. Proxy forms for shareholders who wish to attend the meeting by proxy will be available on the company website, www.recipharm.com. 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 30 April 2015. 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 15. Election of auditor 16. Resolution in respect of principles for appointing the nomination committee and the instructions for the nomination committee 17. Resolution in respect of guidelines for remuneration for senior executives 18. Resolution to approve a share savings program for 2015, including: · (a) approval of share savings program for 2015, and · (b) authorization for the board to resolve a direct issues of shares of series D; and · (c) authorization for the board to resolve to a repurchase of shares of series D 19. Resolution in respect of authorization for the board to issue shares and/or convertible bonds 20. Closing of the meeting Proposals by the nomination committee 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 shall consist of 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 a fee of SEK 400,000 shall be paid to the chairman of the board and that a fee of SEK 200,000 will 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 50,000 shall be paid to the chairman of the audit committee and that a fee of SEK 30,000 will be paid to each of the other two members. The nomination committee proposes that a fee of SEK 30,000 will be paid to the chairman of the remuneration committee and that a fee of SEK 20,000 will be paid to the other member. 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 (item 14) The nomination committee proposes re-election of all current members of the board, i.e. Lars Backsell, Marianne Dicander Alexandersson, Anders G. Carlberg, Thomas Eldered, Göran Pettersson, Tony Sandell, and Joan Traynor for the period until the next AGM. The nomination committee proposes that Carlos von Bonhorst shall be elected as new member of the board for the period until the next AGM. The nomination committee proposes re-election of Lars Backsell as the chairman of the board. 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 2016. Ernst & Young AB has informed that, if Ernst & Young AB is re-elected as auditor, Mikael Forss will be appointed responsible auditor. Resolution in respect of principles for appointing the nomination committee and the instructions for the nomination committee (item 16) The nomination committee proposes that the AGM adopts the following principles for appointing the nomination committee and the instructions for the nomination committee: The nomination committee shall be formed after that the chairman of the board, immediately after the last banking day in September, has identified the three largest shareholders by vote, which are then entitled to appoint one member each for the nomination committee. If any of the three largest shareholders by vote waives its right to appoint a member for the committee, the shareholder next in size by vote shall be given the opportunity to appoint a member. These three shareholder representatives shall, together with the chairman of the board, constitute the nomination committee of the company. In the event of major changes in the ownership after the nomination committee has been formed, adjustments in the composition of the nomination committee may be made. The nomination committee submits proposals for the chairman of the shareholders’ meeting, number of board members elected by the shareholders’ meeting, chairman of the board and other board members elected by the shareholders’ meeting, fees and other remuneration for each of the board members elected by the shareholders’ meeting and for members of the board committees. Furthermore, the nomination committee submits proposals for the election of auditors, fees for auditors, principles for the appointment of the nomination committee and the instructions for the nomination committee. The nomination committees’ complete proposal for the principles for the appointment of the nomination committee and the instructions for the nomination committee will be made available in accordance to the section “Documents” below. Proposals by the board Dividend (item 10) The board proposes that the AGM decides on a dividend of SEK 1.25 per share and that the record date for the dividend shall be Monday 11 May 2015. If the AGM decides in accordance with the proposal, the dividend will be paid to shareholders on Friday 15 May 2015. Resolution in respect of guidelines for remuneration of senior executives (item 17) The board proposes that the AGM decides on guidelines for remuneration and other terms of employment for senior executives according to the following. These guidelines for remuneration of senior executives include salary and other terms for the CEO and other senior executives in Recipharm. Other senior executives are those who, together with the CEO, constitute the group management as well as the CEO/managing director or equivalent in subsidiaries. Recipharms’ opinion is that remuneration shall be paid according to competitive terms, which enables senior executives to be recruited and retained. Remuneration of senior executives may consist of basic salary, pension, other benefits and share-based incentive programs. The remuneration of the CEO and other senior executives shall be based on factors such as duties, expertise, experience, position and performance. Furthermore, the relationship between basic salary and variable remuneration shall be proportionate to employees’ responsibilities and duties. The variable remuneration shall be linked to predetermined 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 or other irrelevant factors. In addition to salary, the CEO and other senior executives are generally entitled to an annual bonus of up to 40 percent of the base salary, annual pension equivalent to up to 35 percent of annual salary, sick pay equivalent to 75-90 percent of the monthly salary during the first 3-6 months of a period of sickness. The CEO and other senior executives generally have the right to health insurance and company car as well as other benefits in accordance with local practice. When possible, the pension arrangements shall be in accordance with current collective agreements. In addition to the bonus, approved share or share -price related incentive programs may be added. Regarding senior executives, provided that collective agreements do not state otherwise, the employee and the employer 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. Senior executives residing outside Sweden may receive other remuneration or benefits that are competitive in the country of their residence, preferably equivalent to those of other senior executives residing in Sweden. The board members are paid directors fees determined by the shareholders’ meeting. Board members elected by the shareholders’ meeting shall, in specific cases, receive a fee for services within their respective areas of expertise, which do not constitute work of the board. These services shall be remunerated according to market terms, which shall be approved by the board. The board shall be entitled to deviate from the guidelines in individual cases if there are special reasons for doing so. Resolution to approve a share savings program for 2015 (item 18) The AGM of 2014 resolved to implement a share savings program to all employees of the Recipharm group. The board proposes that the AGM resolves to approve a share savings program also for 2015 and which includes all employees in the group (the “Program”) according to the following. Resolution to approve a share savings program for 2015 (item 18 (a)) The main purpose of the Program is to increase the possibilities to recruit and retain employees of the group and that ownership commitment among the participants of the Program is expected to increase the interest in the operations and the results, improve motivation as well as increase the sense of togetherness with Recipharm. The board therefore proposes that the AGM resolves to approve a share savings program based on the following conditions and principles. 1. 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 2015 to July/August 2016, 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 salary. Participation for senior executives, and operating company management team members, who are also eligible for the Performance Shares, as described below, requires that participants acquire Saving Shares for an amount not exceeding 10 percent of the annual fixed salary. 2. The duration of the Program is proposed to be about 34 months from launch of the Program (“Savings Period”). 3. Participants who retain the Saving Shares during the Savings Period, and are also employed by the group during the entire Savings Period, will, at the end of the Savings Period, receive one share of series B in Recipharm (“Matching Share”) free of charge. 4. The group’s senior executives and management team members of operating companies will, in addition to Matching Shares, be able to receive additional shares of series B in Recipharm (“Performance Shares”) free of charge, provided that the participant is employed by the group during the entire Savings Period and that certain performance criteria are met. The performance criteria requires that the total return on the Recipharm share during the Savings Period is positive and the outcome of the Program is dependent on the total return of the Recipharm share in relation to certain predetermined companies of comparison. The company’s CEO is entitled to up to six Performance Shares for each Saving Share and certain other senior executives (including GMs) are entitled to up to four Performance Shares respectively two Performance Shares. The company’s current CEO, Thomas Eldered (also one of the main shareholders of the company) has informed that he will not participate in the Program. 5. The number of Matching Shares and Performance Shares may be subject to recalculation as a result of bonus issue, split, rights issue and/or similar measures. 6. The board, or the company’s remuneration committee, shall be responsible for perparing the detailes and the specific terms of the Program, in accordance with the terms and guidelines mentioned herein. The board shall have the right to make necessary adjustments to comply with regulations, market conditions or restrictions in certain jurisdictions, or, if participation and/or delivery of shares to participants outside Sweden cannot be arranged for at reasonable costs or with reasonable administrative efforts, to make adjustments, including, among other things, a right to decide that an employee may be offered cash settlement. Furthermore, it is proposed that the board shall have the rights to make other alterations, if deemed appropriate by the board, if there are changes in the Recipharm group or its environment which means that the Program no longer meets the Program’s overall purpose. 7. The maximum number of shares covered by the Program amounts to 560,000 shares of series B, corresponding to approximately 1.2 percent of the number of issued shares after dilution and approximately 0.3 percent of the votes after dilution. Considering also the number of shares expected to be issued under the share saving program for 2014 the total dilution effect is approximately 1.5 percent of the number of issued shares after dilution and approximately 0.4 percent of the votes after dilution. The complete proposal for adoption of share savings program for 2015 will be available in accordance to the section “Documents” below. Resolution in respect of authorization for the board to resolve on directed issue of shares of series D (item 18 (b)) The board proposes that the AGM resolves to authorize the board to, at one or several occasions during the period until the next AGM, increase Recipharm’s share capital by up to SEK 280,000 through the issue of up to 560,000 shares of series D, each with a par value of SEK 0.50. The new shares shall, with deviation from the shareholders’ preferential rights, be able to be subscribed for by a bank or a securities company at an issue price equal to the par value. The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights when carrying out the issue of the shares is to ensure delivery of shares to participants in accordance with Recipharm’s share saving programs. Resolution in respect of authorization for the board to resolve to repurchase shares of series D (item 18 (c)) The board proposes that the AGM resolves to authorize the board to, for the period until the next AGM, decide on a repurchase of shares of series D. The repurchase may only be effected through a public offer directed to all holders of shares of series D and shall comprise all outstanding shares of series D. Purchases shall be made at a price equal to the share’s par value. Payment for the shares shall be made in cash. The purpose of the repurchase is to ensure delivery of shares in accordance with the Program. The board’s opinion, pursuant to Chapter 19, section 22 of the Swedish Companies Act, on the proposal to authorize the board 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 to resolve to issue of shares and/or convertible bonds (item 19) In addition to the authorization referred to under item 18 above, the board proposes that the AGM authorizes the board to, in connection with acquisitions of companies, on one or several occasions during the period until the next AGM, with or without deviation from the shareholders’ preferential rights, against cash payment, for payment in kind or by way of set-off, decide on an issue of new shares and/or convertible bonds that involve the issue of or conversion to a maximum of 4,570,000 shares of series B, corresponding to a dilution of approximately 10.0 percent of the share capital and approximately 2.9 percent of the voting rights, based on the current number of shares in the company. The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights is to, enable the company to use its own shares and/or convertible bonds to make payments in connection with acquisitions of companies or businesses which the company may undertake or to settle any deferred payments related to such acquisitions, alternatively to raise capital for such acquisitions or payment of deferred payments. The basis for the issue price shall be according to the prevailing market conditions at the time when shares and/or convertible bonds are issued. Other information Number of shares and votes As per 9 April 2015 the total number of shares in the company amounts to 45,719,418, representing a total of 159,890,862 votes, whereof 12,685,716 shares of series A and 33,033,702 shares of series B. The company holds no own shares. Majority requirement of the proposed resolutions in items 18 and 19 A resolution pursuant to item 18 (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 18 (a), 18 (b) and 18 (c) are conditional upon each other. Resolutions pursuant to item 18 (b), 18 (c) and 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 annual report, the board’s statement pursuant to Chapter 18, section 4 and Chapter 19, section 22 of the Swedish Companies Act, the auditor’s statement pursuant to Chapter 8, section 54 of the Swedish Companies Act, the board’s complete proposal regarding share savings program 2015, the nominations committee’s complete proposal for principles for appointing the nomination committee and the instructions for the nomination committee, the nomination committee’s statement regarding its proposal for the board and information about the proposed board members will, as from 16 April 2015, be held available at the company’s website, www.recipharm.com, at the company’s address at Lagervägen 7, 136 50 Jordbro and will be sent free of charge to shareholders who so request and provide their postal address or email address. The shareholders’ right to submit questions The board and the CEO shall, if any shareholder so requests and the board 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. ____________________ Jordbro, April 2015 RECIPHARM AB (PUBL) The Board of Directors For further information please visit www.recipharm.com or contact: Thomas Eldered, CEO, thomas.eldered@recipharm.com, telephone: +46 8 602 52 10 Björn Westberg, CFO, bjorn.westberg@recipharm.com, telephone: +46 8 602 46 20 The notice to attend the meeting as well as the other AGM documents are available here. (http://recipharm.com/sv/Investerare/bolagsstyrning/Bolagsstamma/Arsstamma / ) About Recipharm Recipharm is a leading CDMO (Contract Development and Manufacturing Organisation) in the pharmaceutical industry employing some 2,200 employees. Recipharm offers manufacturing services of pharmaceuticals in various dosage forms, production of clinical trial material including API and pharmaceutical product development. Recipharm manufactures more than 400 different products to customers ranging from Big Pharma to smaller research- and development companies. Recipharm’s turnover is approximately SEK 3.3 billion and the Company operates development and manufacturing facilities in Sweden, France, the UK, Germany, Spain, Italy and Portugal and is headquartered in Jordbro, Sweden. The Recipharm B-share (RECI B) is listed on NASDAQ Stockholm. For more information on Recipharm and our services, please visit www.recipharm.com Recipharm AB (publ) Corporate identity number 556498-8425 Address Lagervägen 7, SE-136 50 Jordbro, Sweden, Telephone 46 8 602 52 00, Fax 46 8 81 87 03 www.recipharm.com
NOTICE TO ATTEND THE ANNUAL GENERAL MEETING OF RECIPHARM AB (PUBL)
| Source: Recipharm AB
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