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(AGENPARL) – lun 27 maggio 2024 10.00 AM CEST / 27-May-2024 / Hansa Biopharma AB (STO:HNSA)
Lund, Sweden May 27, 2024, Hansa Biopharma AB (publ), Reg. No. 556734-5359
(“Hansa Biopharma”), with registered office in Lund, gives notice to Annual
General Meeting to be held on Thursday June 27, 2024 at 13:00 CEST, Elite Hotel
Ideon, Scheelevägen 27, SE-223 63 Lund. Registration starts at 12:30 CEST.
Right to participate in the Annual General Meeting and notice of participation
Participation in the Annual General Meeting at the venue
A shareholder who wishes to participate in the Annual General Meeting at the
venue in person or represented by a proxy must (i) be recorded as a shareholder
in the share register maintained by Euroclear Sweden AB relating to the
circumstances on June 18, 2024, and (ii) no later than June 20, 2024 give notice
Annie Fällström, Box 1703, SE-111 87 Stockholm, Sweden. When providing such
notice, the shareholder shall state name, personal or corporate registration
number, address, telephone number and the number of any accompanying
assistant(s) (maximum two assistants) as well as information about any proxy.
If a shareholder is represented by proxy, a written, dated proxy for the
representative must be issued. A proxy form is available on the company’s
website, http://www.hansabiopharma.com. If the proxy is issued by a legal entity, a
certificate of registration or equivalent certificate of authority should be
enclosed. To facilitate the registration at the General Meeting, the proxy and
the certificate of registration or equivalent certificate of authority should be
sent to the company as set out above so that it is received no later than June
26, 2024.
Participation by advance voting
A shareholder who wishes to participate in the Annual General Meeting by advance
voting must (i) be recorded as a shareholder in the share register maintained by
Euroclear Sweden AB relating to the circumstances on June 18, 2024, and (ii)
give notice no later than June 20, 2024, by casting its advance vote in
accordance with the instructions below so that the advance vote is received by
Hansa Biopharma no later than on that day.
A shareholder who wishes to participate in the Annual General Meeting at the
venue in person or represented by a proxy must give notice thereof in accordance
with what is set out under Participation in the Annual General Meeting at the
venue above. This means that a notification by advance vote is not sufficient
for a person who wishes to participate at the venue.
A special form shall be used when advance voting. The advance voting form is
available on Hansa Biopharma’s website http://www.hansabiopharma.com, section This is
Hansa, subsection Corporate Governance, under General Meeting 2024. A completed
post to Advokatfirman Vinge KB, Att: Annie Fällström, Box 1703, SE-111 87
Stockholm, Sweden. The completed form shall be received by Hansa Biopharma not
later than June 20, 2024. The shareholder may not provide special instructions
or conditions in the voting form. If so, the vote (i.e. the advance vote in its
entirety) is invalid. Further instructions and conditions are included in the
form for advance voting.
If a shareholder votes by proxy, a written and dated proxy shall be enclosed to
the advance voting form. A proxy form is available on Hansa Biopharma’s website
http://www.hansabiopharma.com, section This is Hansa, subsection Corporate Governance,
under General Meeting 2024. If the shareholder is a legal entity, a certificate
of registration or equivalent certificate of authority should be enclosed. If a
shareholder has voted in advance and then attends the Annual General Meeting in
person or through a proxy, the advance vote is still valid except to the extent
the shareholder participates in a voting procedure at the General Meeting or
otherwise withdraws its casted advance vote. If the shareholder chooses to
participate in a voting at the General Meeting, the vote cast will replace the
advance vote with regard to the relevant item on the agenda.
Nominee-registered shares
To be entitled to participate in the Annual General Meeting, a shareholder whose
shares are held in the name of a nominee must, in addition to providing
notification of participation, register its shares in its own name so that the
shareholder is recorded in the share register relating to the circumstances on
June 18, 2024. Such registration may be temporary (so-called voting right
registration) and is requested from the nominee in accordance with the nominee’s
procedures and in such time in advance as the nominee determines. Voting right
registrations completed by the nominee not later than June 20, 2024 are taken
into account when preparing the share register.
Proposed agenda
1. Opening of the Annual General Meeting.
2. Election of chair of the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to attest the minutes.
6. Determination as to whether the meeting has been duly convened.
7. Presentation of the annual report and the auditors’ report and the
consolidated financial statements and the auditors’ report for the group.
8. Resolution:
a. regarding the adoption of the income statement and the balance sheet, and
of the consolidated income statement and the consolidated balance sheet;
b. regarding allocation of the company’s result according to the adopted
balance sheet;
c. regarding discharge from liability for the members of the Board of
Directors and the CEO.
9. Determination of the
a. number of members of the Board of Directors; and
b. number of auditors.
10. Determination of fees for
a. members of the Board of Directors; and
b. auditors.
11. Election of the members of the Board of Directors
a. Mats Blom (re-election);
b. Anders Gersel Pedersen (re-election);
c. Hilary Malone (re-election);
d. Peter Nicklin (re-election);
e. Eva Nilsagård (re-election);
f. Florian Reinaud (new election); and
g. Jonas Wikström (new election).
12. Election of the chair of the Board of Directors (Peter Nicklin, re
-election).
13. Election of auditors.
14. Proposal regarding principles for appointing the Nomination Committee.
15. Presentation of the Board of Directors’ remuneration report for approval.
16. Proposal to adopt a long-term incentive program based on performance-based
share rights for employees at Hansa Biopharma.
a. Proposal to adopt the Share Rights Program 2024.
b. Proposal regarding resolution to transfer own ordinary shares to
participants in the programs and the market.
c. Proposal on equity swap arrangements with third parties.
17. Proposal to adopt a long-term incentive program based on employee stock
options for employees at Hansa Biopharma.
a. Proposal regarding the adoption of Option Program 2024.
b. Proposal regarding resolution to transfer own ordinary shares to
participants in the programs and the market.
c. Proposal on equity swap arrangements with third parties.
18. Proposal regarding resolution on authorization for the Board of Directors to
resolve on new issue of ordinary shares and warrants and/or convertibles.
a. Main proposal.
b. Alternative proposal.
19. Proposal regarding resolution to amend the articles of association.
20. Closing of the Annual General Meeting.
The Nomination Committee’s proposals
The Nomination Committee’s proposals for election of chair to the meeting,
members of the Board of Directors, chair of the Board of Directors, auditor and
determination of fees (items 2 and 9-13)
The Nomination Committee, composed of Florian Reinaud (representing Redmile
Group) elected chair of the Nomination Committee, Jonas Wikström (Theodor
Jeansson) and Sven Sandberg (Thomas Olausson), has submitted the following
proposals for resolution:
· Joel Magnusson, member of the Swedish Bar Association, from Advokatfirman
Vinge or, in case of his impediment, the person instead appointed by the Board
of Directors, is proposed to be elected chair of the Annual General Meeting
(item 2).
· The Board of Directors is proposed to consist of seven (7) directors and no
deputy directors (item 9 (a)).
· One registered accounting firm is proposed to be appointed auditor with no
deputy auditors (item 9 (b)).
· Remuneration to the Board of Directors is proposed to remain unchanged and
to amount to SEK 900,000 to the chair of the Board of Directors and SEK 300,000
each to the other members of the Board of Directors, however, that Florian
Reinaud has declined to receive Board remuneration. The remuneration to the
chair of the Audit Committee should be SEK 150,000 and SEK 75,000 to each other
member in the Audit Committee, SEK 40,000 to the chair of the Remuneration
Committee and SEK 25,000 to each other member in the Remuneration Committee, SEK
75,000 to the chair of the Scientific Committee and SEK 50,000 to each member in
the Scientific Committee and USD 20,000 to the chair of the U.S. Committee and
SEK 50,000 to the other member of the U.S. Committee (item 10 (a)). Each member
in the U.S. Committee shall also receive SEK 100,000 for travel compensation
(item 10 (a)).
· Audit fee is proposed to be in accordance with approved account (item 10
(b)).
· Re-election of the members of the Board of Directors Anders Gersel Pedersen,
Eva Nilsagård, Hilary Malone, Mats Blom and Peter Nicklin, and new election of
Florian Reinaud and Jonas Wikström, all for the time until the end of the next
Annual General Meeting (items 11 (a) – (g)). Peter Nicklin is proposed to be re
-elected as chair of the Board of Directors for the time until the end of the
next Annual General Meeting (item 12).
· Re-election of the auditor KPMG AB. If re-elected, KPMG AB has informed that
Stefan Lundberg will be the principal auditor for the period until the end of
the next Annual General Meeting. The proposal is in accordance with the Audit
Committee’s recommendation (item 13).
Information on the proposed new members of the Board of Directors
Jonas Wikström
Born: 1972
Professional experience: Jonas Wikström has extensive experience in the finance
industry where he was a fund manager at Catella Fondförvaltning, the founder and
CEO for WR Capital and from leading positions at ABG Sundal Collier and Alfred
Berg.
Other current material assignments: Jonas is currently chairman of the board at
Oxe Marine (publ) and chairman of Ramblin Brands Ltd.
Education: Bachelor’s degree in finance from the University of Uppsala and
Certified Financial Analyst from the Stockholm School of Economics.
Shareholding in Hansa: 361,301 ordinary shares, direct and indirect holdings.
Independent of the company and the executive management: Yes.
Independent of major shareholders: Yes.
Florian Reinaud
Born: 1973
Professional experience: Florian joined Redmile in May 2022 and is a Managing
Director. Prior to joining Redmile, from
2015-2022 Florian was the founding CEO of Concilio, a digital medical concierge
service. Prior to Concilio, from 2008-
2015 Florian was a managing partner and co-head of the healthcare team at
Innovation Capital, a Paris-based VC.
Prior to that in 2007-2008 he was the CFO of DBV technologies, where he had co
-led the investment while at Apax
Partners from 2003-2007. Prior to Apax, Florian worked in the Healthcare
Research Team at Citigroup from 2001-
2003, and prior to that he worked as an emergency physician in the UK and in
France.
Other current material assignments: Member of the boards of Sensome (French
private Medtech company), Home
Biosciences (French private venture builder), and Sensorion ((board observer)
French Euronext-Growth listed biotech).
Education: Florian graduated with a Disctinction in Medicine from Imperial
College, London, and holds a BA(hons) in physiology from Oxford University.
Shareholding in Hansa: No direct and indirect holdings.
Independent of the company and the executive management: Yes.
Independent of the major shareholders: No.
Information regarding the individuals proposed by the nomination committee for
re-election is available at the company’s webpage, http://www.hansabiopharma.com.
The Nomination Committee’s proposal for resolution regarding principles for
appointing the Nomination Committee (item 14)
The Nomination Committee proposes that the Annual General Meeting resolves that
the principles for appointing the Nomination Committee shall be left essentially
unchanged from the previous year, which are those described below:
The Nomination Committee shall consist of representatives for the three largest,
in terms of votes, registered shareholders per August 31, 2024. Should such
shareholder not wish to appoint a member, the largest shareholder, in terms of
votes, thereafter shall be invited to appoint a member in the Nomination
Committee until three members have been appointed. The names of the members of
the Nomination Committee shall be made public no later than six months prior to
the Annual General Meeting of 2025. The Nomination Committee shall appoint the
member representing the largest shareholder as chair, unless the Nomination
Committee decides otherwise. The term of office for the Nomination Committee
shall be until a new Nomination Committee has taken office.
Should any of the members of the Nomination Committee, before the assignment of
the Nomination Committee has been fulfilled, resign or no longer represent the
shareholder who appointed that member, such a member shall be replaced by a new
member appointed by that shareholder. Should any shareholder not represented in
the Nomination Committee be larger, in terms of votes, than any other
shareholder represented in the Nomination Committee, the larger shareholder in
terms of votes shall be entitled to appoint a member to the Nomination
Committee, whereby the member representing the smallest, in terms of votes,
shareholder shall leave the Nomination Committee. Unless there are special
circumstances, no changes shall be made in the composition of the Nomination
Committee if there are only marginal changes in the number of votes held or if
the change occurs later than three months before the next Annual General
Meeting.
The Nomination Committee shall be entitled to charge the company for costs of
e.g. recruitment consultants and other consultants that are necessary for the
Nomination Committee to be able to fulfil its assignment. Further, the
Nomination Committee is authorized to co-opt additional members, if deemed
appropriate, however, any such co-opted member shall not be entitled to vote.
The members of the Nomination Committee shall not be entitled to any
remuneration from the company for their work. The Nomination Committee shall
present proposals for the chair of the meeting, board members, chair of the
Board of Directors, remuneration to the board, auditors, remuneration to the
auditors and the principles for the Nomination Committee before the Annual
General Meeting 2025.
The Nomination Committee shall follow the assignments set out in the Swedish
Corporate Governance Code.
The Board of Directors’ proposals
Resolution regarding allocation of the company’s result (item 8 (b))
The Board of Directors proposes that the distributable assets available at the
Annual General Meeting’s disposal shall be carried forward and that no dividend
shall be paid.
Proposal for a long-term incentive program 2024 (item 16 – 17)
The Board of Directors proposes that the Annual General Meeting resolves to
adopt a long-term incentive program for employees at Hansa Biopharma (“LTIP
2024”). LTIP 2024 includes two elements; one performance-based share rights
program (item 16), and one employee stock option program (item 17). LTIP 2024 is
generally structured in line with the previously adopted and outstanding
incentive programs approved by the annual general meetings held 2019, 2020,
2021, 2022 and 2023 (the “Outstanding Incentive Programs”). For a description of
the Outstanding Incentive Programs, please refer to the company’s Annual Report
for 2023, pages 81-87 (Eng. version). In addition to the described incentive
programs, there are no other long-term incentive programs in Hansa Biopharma.
Proposal to adopt a long-term incentive program based on performance-based share
rights for employees at Hansa Biopharma (item 16)
The Board of Directors proposes that the Annual General Meeting resolves to
adopt a long-term incentive program based on performance-based share rights for
employees of the Hansa Biopharma group, within the framework of LTIP 2024, (the
“Share Rights Program 2024”) in accordance with item 16(a). The decision to
adopt the Share Rights Program 2024 in accordance with item 16(a) shall further
be conditional upon that the general meeting resolves on hedging measures in
accordance with item 16(b) or, if the majority required for resolution in
accordance with item 16(b) is not met, in accordance with the proposal according
to item 16(c) below.
Proposal to adopt the Share Rights Program 2024 (item 16(a))
The program in brief
The Share Rights Program 2024 is proposed to include the CEO, the broader
leadership team and other key employees, meaning that a maximum of 55
individuals within the Hansa Biopharma group will be able to participate.
Participants will be given the opportunity to receive ordinary shares free of
charge within the framework of the Share Rights Program 2024, so-called
“Performance Shares”, in accordance with the terms and conditions set out below.
Within the framework of the Share Rights Program 2024, the company may allot
participants rights to Performance Shares which means that, subject to certain
conditions being met, the right to receive a Performance Share free of charge
(“Share Rights”).
The background and rationale for the proposal
The purpose of the Share Rights Program 2024 is to create the conditions for
attracting, motivating and retaining competent employees within the Hansa
Biopharma group and to increase the coherence between the employees’,
shareholders’ and the company’s objectives, as well as to increase the
motivation to reach and exceed the company’s financial and non-financial
targets. The Share Rights Program 2024 has been designed so that the program
includes both current and future senior executives and other key employees.
By offering Share Rights that are based on a combination of both, share price
development and strategic goals, the participants are premiered for increased
shareholder value/value-creating measures. The Share Rights Program 2024 also
rewards employees’ continued loyalty and thus the long-term value growth of the
company. Further, the Board of Directors considers that the Share Rights Program
2024 will have a positive effect on the future development of the Hansa
Biopharma group and will consequently be beneficial for both the company and its
shareholders.
Terms and conditions
A Share Right may be exercised provided that the participant, with certain
exceptions, from the start date of the Share Rights Program 2024 for each
participant, up until and including the date three (3) years thereafter (the
“Vesting Period”), is still employed by the Hansa Biopharma group. The last date
for the start of the Share Rights Program 2024 shall be the day before the
Annual General Meeting of Hansa Biopharma in 2025.
In addition to the requirement for the participant’s continued employment
according to the above, the final number of Performance Shares that each
participant is entitled to receive shall also be conditional upon the following
performance conditions being met during the Vesting Period (together, the
“Performance Conditions”):
i. 30 per cent of the Performance Shares in case imlifidase has been launched
(first commercial sales) in the U.S. in any indication (“Performance Condition
1”),
ii. 25 per cent of the Performance Shares in case of Marketing Authorization
application (MAA/BLA) has been submitted in any indication outside
transplantation (“Performance Condition 2”),
iii. 25 per cent of the Performance Shares in the event that imlifidase has
become standard of care (>50 per cent patient share) in Europe in
desensitization therapy of highly sensitized kidney Tx patients with
incompatible deceased donor organs that are unlikely to be transplanted within
existing organ allocation programs (“Performance Condition 3”), and
iv. 20 per cent of the Performance Shares related to the total shareholder
return (the return to shareholders through an increased share price and
reinvestments of any dividends during the Vesting Period) on the company’s
ordinary shares (“Performance Condition 4”).
This entails that participants will be entitled to 30 per cent of the
Performance Shares if Performance Condition 1 is achieved, 25 per cent of the
Performance Shares if Performance Condition 2 is achieved and 25 per cent of the
Performance Shares if Performance Condition 3 is achieved. In addition,
participants will under Performance Condition 4 be entitled to 20 per cent of
the Performance Shares if the total shareholder return out-performs the
Benchmark Index (as defined below) by 10 per cent or more. If the total
shareholder return during the Vesting Period matches or is less than the
performance of the Benchmark Index, no allotment of Performance Shares will be
made under Performance Condition 4. If the total shareholder return, as compared
to the Benchmark Index, is out-performing by up to 10 per cent, allotment will
be made linearly. The benchmark for assessing the total shareholder return under
Performance Condition 4 should be the EURO STOXX Total Market Biotechnology
Index (EUR) (the “Benchmark Index”) at constant EUR/SEK exchange rate.
In the event that the Performance Conditions, after the initial allotment, are
not considered to be relevant incentives for Share Rights allotted in subsequent
allocations under the program, these Performance Conditions may be replaced by
other strategic goals for the company subject to the TSR baseline being the same
as for the initial allocation.
The Share Rights shall, in addition to what is set out above, be governed by the
following terms and conditions:
· Share Rights are allotted free of charge no later than the day before the
Annual General Meeting 2025.
· Share Rights vest during the Vesting Period.
· Share Rights may not be transferred or pledged.
· Each Share Right entitles the participant to receive one Performance Share
free of charge after the end of the Vesting Period (with certain exceptions
where the Vesting Period may be accelerated) if the participant, with certain
exceptions, is still employed by the Hansa Biopharma group by the end of the
Vesting Period.
· The company will compensate the participants for dividends paid by
increasing the number of Performance Shares that each Share Right entitles to
after the Vesting Period.
Preparation of the program, design and administration
The Board of Directors, or a special committee set up by the Board of Directors,
shall be responsible for preparing the detailed design and administration of the
terms and conditions of the Share Rights Program 2024, in accordance with the
presented terms and guidelines including provisions on recalculation in the
event of an in-between bonus issue, share split, rights issue and/or similar
measures. In connection therewith, the Board of Directors shall be entitled to
make adjustments to meet specific foreign regulations or market conditions. The
Board of Directors shall also be entitled to make other adjustments if
significant changes occur in the Hansa Biopharma group or in its environment
that would result in that the adopted terms for the Share Rights Program 2024 no
longer fulfils their objectives or the rationale for the proposal including,
inter alia, that adjustments may be decided with respect to the terms and
conditions for measuring performance, and the basis for such calculation.
Allotment of Share Rights
The participants are divided into different categories and, in accordance with
the above, the Share Rights under the Share Rights Program 2024 may be allotted
to the following participants in the different categories:
Category Maximum Maximum number Maximum number of Share
number of of Share Rights Rights per person in the
persons category
CEO 1 115,000 115,000
Others 54 835,000 70,000
In total, no more than 950,000 Share Rights may be allotted.
Board members shall not be eligible to participate in the Share Rights Program
2024.
Delivery of Performance Shares and hedging arrangements
The Board of Directors has considered different methods for transfer of ordinary
shares under the Share Rights Program 2024 in order to implement the program in
a cost-effective and flexible manner and to limit dilution. The Board of
Directors has found, and proposes, that a structure based on class C shares is
the best option to secure delivery of shares under the Share Rights Program
2024. The Board of Directors has also found, and proposes, that a structure
based on class C shares is the best option to secure delivery of shares under
the Share Rights Program 2023, which is currently hedged by the possibility for
the company to enter into equity swap arrangements with third parties on market
terms. As of the day of this notice, the company holds 2,362,445 own class C
shares and 52,578 ordinary shares (the “Treasury Shares”). These Treasury Shares
are sufficient to cover delivery both under the Outstanding Incentive Programs,
including the Share Rights Program 2023, as well as under the Share Rights
Program 2024 and the Option Program 2024 as proposed under item 17 below. Thus,
the Board of Directors considers that there is no need to issue new class C
shares.
The Board of Directors therefore proposes that the Annual General Meeting
resolves that the class C shares currently held by the company, following
reclassification into ordinary shares, as well as the 52,578 ordinary shares
held by the company, may be transferred to participants in the Share Rights
Program 2024, the Option Program 2024, if approved, and/or to participants in
the Outstanding Incentive Programs, including the Share Rights Program 2023, as
well as be sold to cover social costs. If the majority required for resolution
in accordance with item 16(b) is not met, the Share Rights Program 2024 shall
instead be hedged through a resolution to conclude an equity swap-agreement, in
accordance with the Board of Director’s proposal under item 16(c) below.
Scope and costs for the Share Rights Program 2024
The Share Rights Program 2024 will be reported in accordance with IFRS 2, which
means that the Share Rights will be expensed as non-cash personnel costs over
the Vesting Period. The costs for the Share Rights Program 2024 is estimated to
amount to SEK 32.7 million, excluding social contributions, accounted in
accordance with IFRS 2 based on the following assumptions: (i) that 950,000
Share Rights are allotted, (ii) that the volume-weighted average share price, at
the beginning of the Share Rights Program 2024, is SEK 37.60 per ordinary share,
(iii) that the performance conditions are fully met, and (iv) an estimated
annual turnover of personnel of 5 per cent. Based on the same assumptions as
above, and subject to social contributions of 28.5 per cent on average, the
costs for social contributions are estimated to amount to SEK 9.3 million. The
total cost in accordance with IFRS 2 for the Share Rights Program 2024,
including social security costs, is therefore estimated at SEK 14 million per
year over the three year Vesting Period, based on the same assumptions as above.
Dilution and effects on key ratios
Upon maximum allotment of Share Rights and provided that the hedging
arrangements in accordance with item 16(b) below are adopted, it is estimated
that not more than 950,000 ordinary shares will be allotted to participants
under the Share Rights Program 2024, and that approximately 270,750 ordinary
shares will be used to secure social contributions arising as a result of the
Share Rights Program 2024, the incremental dilution effect, including shares for
social contributions, would amount to approximately 1.8 per cent on a fully
diluted basis and based on the number of outstanding shares.[1]
Given the above assumptions regarding scope and costs, and under the assumption
that the Share Rights Program 2024 was introduced in 2022, it is estimated that
the key figure earnings per share for full year 2023 would have decreased from
SEK -15.83 to approximately SEK -16.1.
[1] Including 2,305,260 shares issued by the Board of Directors on 12 April 2024
but not registered with the Swedish Companies Registration Office as of the date
of the notice.
The preparation of the proposal
The Share Rights Program 2024 has been prepared by the company’s Board of
Directors and its Remuneration Committee in consultation with external advisors.
The Share Rights Program 2024 has been discussed by the Board of Directors at
meetings held in May 2024.
Proposal regarding resolution to transfer own ordinary shares to participants in
the programs and the market (item 16(b))
The Board of Directors proposes that the Annual General Meeting resolves that
the class C shares currently held by the company, following reclassification
into ordinary shares, as well as the 52,578 ordinary shares held by the company,
amounting to a total maximum of 2,415,023 ordinary shares (in total under the
resolution to transfer own ordinary shares pursuant to this proposal and the
proposal under item 17(b)), may be transferred free of charge to participants in
the Share Rights Program 2024, the Option Program 2024, if approved, and/or to
participants in the Outstanding Incentive Programs, including the Share Rights
Program 2023, in accordance with the approved terms and conditions, as well as
be transferred on Nasdaq Stockholm, including through a financial intermediary,
at a price within the registered price range at the relevant time, to cover any
social contributions in accordance with the terms and conditions of the Share
Rights Program 2024, the Option Program 2024, if approved, and/or the
Outstanding Incentive Programs, including the Share Rights Program 2023. The
number of shares to be transferred is subject to recalculation in the event of a
bonus issue, share split, rights issue and/or other similar events.
Proposal on equity swap arrangements with third parties (item 16(c))
In the event that the required majority for item 16(b) above cannot be achieved,
the Board of Directors proposes that the Annual General Meeting resolves to
hedge the Share Rights Program 2024 by allowing Hansa Biopharma to enter into
equity swap arrangements with third parties on market terms, where the third
party in its own name will be able to acquire and transfer ordinary shares in
Hansa Biopharma to the participants.
Proposal to adopt a long-term incentive program based on employee stock options
for employees at Hansa Biopharma (item 17)
The Board of Directors proposes that the Annual General Meeting resolves to
adopt a long-term incentive program for employees of the Hansa Biopharma group,
within the framework of LTIP 2024, (“Option Program 2024”) in accordance with
items 17(a) below. The decision to adopt the Option Program 2024 in accordance
with item 17(a) shall further be conditional upon that the general meeting
resolves on hedging measures in accordance with item 17(b) or, if the majority
required for resolution in accordance with item 17(b) is not met, in accordance
with the proposal according to item 17(c) below.
Proposal regarding the adoption of Option Program 2024 (item 17(a))
The program in brief
The Option Program 2024 consist of employee stock options that can be allotted
to the CEO, other senior executives and key employees, limited to a total
maximum of 20 employees within the Hansa Biopharma group. The employee stock
options have a vesting period of three (3) years (the “Vesting Period”), after
which the holder is entitled to exercise the options for ordinary shares during
a period of five (5) years in accordance with the terms and conditions set out
below. The last day for allotment under the Option Program 2024 shall be the day
before the Annual General Meeting for Hansa Biopharma 2025.
The background and rationale for the proposal
The purpose of the Option Program 2024 is to create the conditions for
attracting, motivating and retaining competent employees within the Hansa
Biopharma group and to increase the coherence between the employees’,
shareholders’ and the company’s objectives, as well as to increase the
motivation to reach and exceed the company’s financial and non-financial
targets. The Option Program 2024 has been designed so that the program includes
both current and future senior executives.
By offering employee stock options that are based on the share price
development, the participants are premiered for increased shareholder value. The
Option Program 2024 also rewards employees’ continued loyalty and thus the long
-term value growth of the company. Further, the Board of Directors considers
that the Option Program 2024 will have a positive effect on the future
development of the Hansa Biopharma group and will consequently be beneficial for
both the company and its shareholders.
Terms and conditions
The company may allot employee stock options to the CEO, other senior executives
and key employees. Each option entitles the participant to acquire one share in
Hansa Biopharma in accordance with the following terms and conditions:
· The employee stock options will be allotted free of charge.
· Allotment requires that an acquisition of employee stock options can take
place legally and that, according to the Board of Director’s assessment, it can
be carried out with reasonable administrative and financial efforts. The last
day for allotment of employee stock options shall be the day before the Annual
General Meeting 2025.
· The employee stock options carry a Vesting Period of three (3) years from
the time when allotment to the participants has taken place. The employee stock
options entitle, after vesting in accordance with the terms and conditions
including, with certain exceptions, that the participant is still employed
throughout the Vesting Period, the participant to subscribe for shares during a
five (5) year period following vesting.
· The participant must, with certain exceptions, be employed within the group
when the participant acquires shares on the basis of the Option Program 2024.
For terminated employees acquisition of shares must occur within three (3)
months of notice of termination.
· Each employee stock option that is transferred entitles the participant to
acquire one share in the company at an exercise price corresponding to 110 per
cent of the volume-weighted average share price during the 30 trading days
immediately preceding the respective allotment of the employee stock options
(the “Exercise Price”). In the event that the Exercise Price, after the initial
allotment, is not considered to be appropriate for stock options allotted in
subsequent allocations under the program, the Exercise Price may be decided to
be the same as for the initial allocation.
· The Option Program 2024 shall be settled by using a net share-settlement
method, as further described below.
· The employee stock options shall not constitute securities and may not be
transferred or pledged.
· The Exercise Price for employee stock options, determined as set out above,
shall be rounded to the nearest SEK 0.10, whereby SEK 0.05 shall be rounded
downwards. The Exercise Price and the number of shares that each employee stock
option entitles to subscription for shall be recalculated in the event of a
share split, consolidation, new share issue and/or similar measures in
accordance with market practice.
Preparation of the program, design and administration
The Board of Directors, or a special committee set up by the Board of Directors,
shall be responsible for preparing the detailed design and administration of the
terms and conditions of the Option Program 2024, in accordance with the
presented terms and guidelines including provisions on recalculation in the
event of an in-between bonus issue, share split, rights issue and/or similar
measures. In connection therewith, the Board of Directors shall be entitled to
make adjustments to meet specific foreign regulations or market conditions. The
Board of Directors shall also be entitled to make other adjustments if
significant changes occur in the Hansa Biopharma group or in its environment
that would result in that the adopted terms for the Option Program 2024 no
longer fulfils their objectives or the rationale for the proposal.
Allocation of employee stock options
The right to receive employee stock options shall accrue to the CEO, senior
executives and key employees, current and future, within the limits outlined in
below table:
Category Maximum Maximum number of Maximum number of employee stock
number of employee stock options per person within the
persons options category
CEO 1 170,000 170,000
Other 19 530,000 90,000
senior
executives
and key
employees
In total, no more than 700,000 employee stock options may be allotted.
Board members shall not be eligible to participate in the Option Program 2024.
Net share-settlement method for Option Program 2024
The Option Program 2024 shall be settled by using a net share-settlement method
(“Net share-settlement”). The Net share-settlement entails that stock options
are settled by delivering a number of shares corresponding to the Stock Option
Value (as defined below) to the participants free of charge without any payment
of the exercise price. The number of shares to be delivered is calculated by
deducting the Exercise Price of the exercised options from the prevailing share
price of the Hansa Biopharma common shares on the stock market at the time of
exercise (“Market Price”) (the “Stock Option Value”) and dividing the Stock
Option Value with the Market Price.
Illustrative example of Net share-settlement
A participant in Option Program 2024 holds 100 stock options with Market Price
of the common shares of SEK 75 and Exercise Price of SEK 50. The difference
between the Market Price and the Exercise Price is SEK 25 per option (“Stock
Option Value”). Instead of the participant paying the Exercise Price (number of
stock options (100) multiplied by the Exercise Price (SEK 50)) and the company
delivering 100 shares worth 75 SEK each (Market Price), the company would use
Net-settlement by delivering shares in an amount corresponding to the Stock
Option Value divided with the Market Price ((25*100)/75) – i.e. the company
would deliver 33.33 shares meaning 33 shares and SEK 25 in cash. In this
example, the number of delivered shares are therefore reduced by 67 per cent.
Scope and costs for the Option Program 2024
The Option Program 2024 will be reported in accordance with IFRS 2, which means
that the option rights will be expensed as non-cash personnel costs over the
Vesting Period. Costs related to the employee stock options are estimated to
amount to SEK 12.5 million, excluding social contributions, accounted in
accordance with IFRS 2 based on the following assumptions: (i) that 700,000
employee stock options are allotted, (ii) that the volume-weighted average share
price, at the beginning of the Option Program 2024, is SEK 37.60 per ordinary
share, and (iii) an estimated annual turnover of personnel of 5 per cent. Based
on the same assumptions as above, and subject to social contributions of 28.5
per cent on average, and a share price increase of 50 per cent from the start of
the Option Program 2024 until the employee stock options are exercised, the
costs for social contributions are estimated to amount to SEK 3.5 million. The
total cost in accordance with IFRS 2 for the Option Program 2024, including
social security costs, is therefore estimated at SEK 5.3 million per year over
the three year Vesting Period, based on the same assumptions as above.
Dilution and effects on key ratios
Upon maximum allotment of employee stock options and provided that the hedging
arrangements in accordance with item 17(b) below are adopted, it is estimated
that not more than 700,000 ordinary shares will be allotted to participants
under the Option Program 2024, and that approximately 56,000 ordinary shares
will be used to secure social contributions arising as a result of the Option
Program 2024, the incremental dilution effect would amount to approximately 1.1
per cent on a fully diluted basis and based on the number of outstanding
shares.[2] The company expects the dilution to be less as a result of the Net
share-settlement and employee turnover.
Given the above assumptions regarding scope and costs, and under the assumption
that the Options Program 2024 was introduced in 2022, it is estimated that the
key figure earnings per share for full year 2023 would have decreased from SEK
-15.83 to approximately SEK -15.93.
[2] Including 2,305,260 shares issued by the Board of Directors on 12 April 2024
but not registered with the Swedish Companies Registration Office as of the date
of the notice.
The preparation of the proposal
Option Program 2024 has been prepared by the company’s Board of Directors and
its Remuneration Committee in consultation with external advisors. Option
Program 2024 has been discussed by the Board of Directors at meetings held in
May 2024.
Proposal regarding resolution to transfer own ordinary shares to participants in
the programs and the market (item 17(b))
The Board of Directors has considered different methods for transfer of ordinary
shares under the Option Program 2024 in order to implement the program in a cost
-effective and flexible manner and to limit dilution. The Board of Directors has
found, and proposes, that a structure based on class C shares is the best option
to secure delivery of shares under the Option Program 2024. The Board of
Directors has also found, and proposes, that a structure based on class C shares
is the best option to secure delivery of shares under the Option Program 2023,
which is currently hedged by the possibility for the company to enter into
equity swap arrangements with third parties on market terms. As of the day of
this notice, the company holds 2,362,445 own class C shares and 52,578 ordinary
shares (the “Treasury Shares”). These Treasury Shares are sufficient to cover
delivery both under the Outstanding Incentive Programs, including the Option
Program 2023, as well as under the Option Program 2024 and the Share Rights
Program 2024 as proposed under item 16 above. Thus, the Board of Directors
considers there is no need to issue new class C shares.
The Board of Directors proposes that the Annual General Meeting resolves that
the class C shares currently held by the company, following reclassification
into ordinary shares, as well as the 52,578 ordinary shares held by the company,
amounting to a total maximum of 2,415,023 ordinary shares (in total under the
resolution to transfer own ordinary shares pursuant to this proposal and the
proposal under item 16(b)), may be transferred free of charge to participants in
the Option Program 2024, the Share Rights Program 2024, if approved, and/or to
participants in the Outstanding Incentive Programs, including the Option Program
2023, in accordance with the approved terms and conditions, as well as be
transferred on Nasdaq Stockholm, including through a financial intermediary, at
a price within the registered price range at the relevant time, to cover any
social contributions in accordance with the terms and conditions of the Option
Program 2024, the Share Rights Program 2024, if approved, and/or the Outstanding
Incentive Programs, including the Option Program 2023. The number of shares to
be transferred is subject to recalculation in the event of a bonus issue, share
split, rights issue and/or other similar events.
Proposal on equity swap arrangements with third parties (item 17(c))
In the event that the required majority for item 17(b) above cannot be achieved,
the Board of Directors proposes that the Annual General Meeting resolves to
hedge the Option Program 2024 by allowing Hansa Biopharma to enter into equity
swap arrangements with third parties on market terms, where the third party in
its own name will be able to acquire and transfer ordinary shares in Hansa
Biopharma to the participants.
Proposal regarding resolution on authorization for the Board of Directors to
resolve on new issue of ordinary shares and warrants and/or convertibles (item
Main proposal (item 18(a))
Hansa Biopharma is currently launching its lead asset, imlifidase for enabling
kidney transplants in highly sensitized patients, in Europe and continues its
efforts to potentially enable future regulatory approval and market access for
this indication in other important markets including the U.S. while pursuing
multiple pipeline building projects within transplantation, autoimmune diseases
and gene therapy based on its validated technology platform. In this situation,
it is important for the company’s ability to build and maximize shareholder
value to have, and it is the purpose of the proposed authorization to provide,
sufficient financial flexibility and a broad acting scope to the board of
directors, in particular to match significant commercial and pipeline growth
acceleration opportunities with the available financing mandate, provide
flexibility to quickly respond to strategic opportunities such as partnerships
or collaborations or to expand the shareholder constituency in certain investor
markets or in connection with the listing of the shares on a U.S. stock
exchange.
The Board of Directors proposes that the Annual General Meeting resolves to
authorize the Board of Directors to, until the next Annual General Meeting, on
one or more occasions, decide upon issuances of new ordinary shares, issuance of
warrants and/or convertibles. New issues of ordinary shares and issues of
warrants and/or convertibles may occur with or without preferential rights for
shareholders of the company and may be made either in cash and/or by way of set
-off or contribution in kind or otherwise on specific terms. The number of
shares issued, or number of shares created in connection with exercise of
warrants or conversion of convertibles, may not correspond to a dilution of more
than 20 per cent of the total number of shares at the Annual General Meeting’s
resolution on the proposed authorization, after full exercise of the hereby
proposed authorization.
Alternative proposal (item 18(b))
If the proposal in item 18(a) above does not get the required supportive votes
from the Annual General Meeting to be passed, the Board of Directors proposes
that it is given an authorization to issue new shares, warrants and/or
convertibles corresponding to a dilution of not more than 10 per cent, on the
same terms and conditions as stated above in item 18(a).
Proposal regarding resolution to amend the articles of association (item 19)
The Board of Directors proposes that the Annual General Meeting resolves to
amend the articles of association whereby the share capital and the number of
shares are increased in accordance with the below:
Current wording Proposed wording
§ 4The share capital § 4 The share capital shall be not less than
shall be not less than SEK 60,000,000 and not more than SEK
SEK 20,000,000 and not 240,000,000.
more than SEK
80,000,000.
§ 5There shall be no § 5There shall be no fewer than 60,000,000 and
fewer than 20,000,000 no more than 240,000,000 shares. /./
no more than 80,000,000
shares. /./
Majority requirements
Resolutions in accordance with items 16(b) and 17(b) above requires approval of
at least nine tenths (9/10) of both the votes cast and the shares represented at
the Annual General Meeting. Resolutions in accordance with items 18 and 19 above
require approval of at least two thirds (2/3) of the shares represented and
votes cast at the Annual General Meeting.
Authorization
The CEO, or such person that the CEO may appoint, shall be authorized to make
the minor adjustments in the resolutions adopted by the Annual General Meeting
as may be required in connection with registration with the Swedish Companies
Registration Office and Euroclear Sweden.
Shareholders’ right to request information
Shareholders are reminded of their right to obtain information from the Board of
Directors and the CEO in accordance with Chapter 7 Section 32 of the Swedish
Companies Act (Sw. aktiebolagslagen).
Shares and votes
At the time this notice was issued, the total number of shares in the company
amounts to 65,508,981, of which 63,146,536 ordinary shares and 2,362,445 class C
shares.[3] All class C shares and 52,578 ordinary shares are held in treasury.
The total number of votes in the company amounts to 63,382,780.5 of which the
company holds 288,822.5 votes which may not be represented or voted for at the
Annual General Meeting.
[3] Not including 2,305,260 shares issued by the Board of Directors on 12 April
2024 but not registered with the Swedish Companies Registration Office as of the
date of the notice.
Documents
The annual report, the auditor’s report, the remuneration report and other
supporting documents for the Annual General Meeting, the proposal and motivated
statement from the Nomination Committee as well as the statement from the
auditor pursuant to Chapter 8 Section 54 of the Swedish Companies Act will be
available to the shareholders at the company’s office at Scheelevägen 22, SE-223
63 Lund, Sweden, and on the company’s webpage http://www.hansabiopharma.com, no later
than June 8, 2024, and will be sent to shareholders who so request and state
their postal address.
Proxy forms for shareholders who would like to vote in advance through proxy are
available at http://www.hansabiopharma.com.
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