(AGENPARL) – Thu 07 August 2025 7.00 AM CEST / 7-Aug-2025 / Hansa Biopharma AB (STO:HNSA)
Lund, Sweden August 7, 2025, Hansa Biopharma AB (publ), Reg. No. 556734-5359
(“Hansa Biopharma”), with registered office in Lund, gives notice to
Extraordinary General Meeting to be held on Tuesday September 2, 2025 at 16:00
CEST at Hansa Biopharma’s office on Scheelevägen 22, SE-223 63 Lund.
Registration starts at 15:45 CEST.
Right to participate in the Extraordinary General Meeting and notice of
participation
Participation at the venue
A shareholder who wishes to participate in the Extraordinary 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 August 25, 2025, and (ii) no later than August 27, 2025
Vinge KB, Att: Joel Magnusson, 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
September 1, 2025.
Participation by advance voting
A shareholder who wishes to participate in the Extraordinary 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 August 25,
2025, and (ii) give notice no later than August 27, 2025, 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 at the venue in person or represented by
a proxy must give notice thereof in accordance with what is set out under
Participation 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 Our
company, subsection Corporate Governance, under Extraordinary General Meeting
2025. A completed and signed form may be submitted via e-mail to
Magnusson, Box 1703, SE-111 87 Stockholm, Sweden. The completed form shall be
received by Hansa Biopharma not later than August 27, 2025. 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 Our company, subsection Corporate Governance,
under Extraordinary General Meeting 2025. 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
Extraordinary 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 Extraordinary 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 August 25, 2025. 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 August 27,
2025 are taken into account when preparing the share register.
Proposed agenda
1. Opening of the Extraordinary 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. Resolution on the number of members of the Board of Directors.
8. Resolution on fees for members of the Board of Directors.
9. Election of new members of the Board of Directors
a. Elisabeth Björk (new election);
b. Natalie Berner (new election); and
c. Michael Bologna (new election).
10. Closing of the Extraordinary General Meeting.
The Nomination Committee’s proposals
The Nomination Committee’s proposals for election of chair of the meeting,
resolution on the number of members of the Board of Directors and fees for
members of the Board of Directors as well as election of new members of the
Board of Directors (items 2 and 7-9)
The Nomination Committee, composed of Natalie Berner (representing Redmile
Group) elected chair of the Nomination Committee, Anna Henricsson (representing
Handelsbanken Fonder) and Amit Drach (representing Sphera Funds Management), has
submitted the following proposals for resolution:
· Mats Blom or the person instead appointed by the Board of Directors, is
proposed to be elected chair of the Extraordinary General Meeting (item 2).
· The Board of Directors is proposed to consist of eight (8) directors and no
deputy directors (item 7).
· 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 Natalie
Berner and Michael Bologna have 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. Each member in the U.S. Committee shall also receive SEK 100,000 for
travel compensation. Remuneration is proposed to be paid pro rata to each Board
member based on the number of months each Board member serves from and including
the Annual General Meeting 2025 until the Annual General Meeting 2026 (item 8).
· New election of Elisabeth Björk, Natalie Berner and Michael Bologna as
members of the Board, all for the time until the end of the next Annual General
Meeting, whereby it is noted that the current members of the Board Eva
Nilsagård, Hilary Malone, Mats Blom, Peter Nicklin and Jonas Wikström have
informed the Nomination Committee that they remain as members of the Board and
Anders Gersel Pedersen and Florian Reinaud have informed the Nomination
Committee that they will resign as members of the Board in connection with the
Extraordinary General Meeting (items 9).
Information on the proposed new members of the Board of Directors
Elisabeth Björk
Born: 1961
Education: MD, Karolinska Institute and Ph.D. in Endocrinology, Uppsala
University
Professional experience: Elisabeth is an endocrinologist by training and an
associate professor of medicine at Uppsala University, Sweden. Elisabeth Björk
has been the Senior Vice President, Late-stage Development, Cardiovascular,
Renal and Metabolism (CVRM), BioPharmaceuticals R&D at AstraZeneca leading the
global development of medicines within this area since 2012. Throughout her
career at AstraZeneca, she has gained broad drug development experience covering
clinical development phase I-IV, large outcomes programs, major global filings
and health authority interactions (FDA, EMA, Japan) and commercial
strategy/implementation
Other current significant assignments: Board member of Pharvaris N.V., Agiana
Pharma AS, Rocket Pharmaceuticals, Inc., Chalmers University of Technology,
Vicore Pharma Holding AB and Betula Consulting AB
Holdings in Hansa Biopharma: 20,000
Independent in relation to the company and its management: Yes
Independent in relation to major shareholders: Yes
Natalie Berner
Born: 1990
Education: BA, Brown University
Professional experience: Natalie brings extensive experience in the healthcare
sector to the Board. She is a Partner and Managing Director focusing on
Therapeutics at Redmile, which she joined in 2016. Prior to Redmile, Natalie was
a Research Associate at the New York University School of Medicine. Natalie
received a BA in Community Health from Brown University and a Certificate in
Premedical Sciences from Columbia University
Other current significant assignments: Board member of BioInvent International
AB, Redx Pharma Ltd and Sensorion SA
Holdings in Hansa Biopharma: 0
Independent in relation to the company and its management: Yes
Independent in relation to major shareholders: No
Michael Bologna
Born: 1971
Education: BSN, University of Michigan and MBA, Duke University
Professional experience: Mike Bologna, Chief Investment Officer at NovaQuest
Capital Management. He is a member of the investment committees of the NovaQuest
Pharma Opportunities Funds and NovaQuest Animal Health Fund I. As CIO of
NovaQuest, he is responsible for the day-to-day investment activities of the
firm including oversight of the investment team, Due Diligence and Alliance
Management. He joined the NovaQuest business unit at IQVIA (formerly Quintiles)
in 2007. Prior to joining NovaQuest, Mr. Bologna served in a variety of roles
with EMD Pharmaceuticals (U.S. subsidiary of Merck KGaA) and Eli Lilly and
Company. He worked in corporate development, market research, and commercial new
product planning.
Other current significant assignments: Board member of Mycovia Pharmaceuticals.
Significant Governance positions at Sebela, Nevakar, Cerevel/Abbvie, Lupin and
Dermavant
Holdings in Hansa Biopharma: 0
Independent in relation to the company and its management: Yes
Independent in relation to major shareholders: Yes
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 Extraordinary General
Meeting as may be required in connection with registration with the Swedish
Companies Registration Office and Euroclear Sweden.
Shareholders’ right to request information
The Board of Directors and the CEO shall, if requested by a shareholder and if
the Board of Directors believes that it can be done without material harm to the
Company, provide information regarding circumstances that may affect the
assessment of a matter on the agenda.
Shares and votes
At the time this notice was issued, the total number of shares in the company
amounts to 84,763,222, of which all are ordinary shares, and the total number of
votes in the company amounts to 84,763,222. The company holds 2,037,291 shares
and corresponding number of votes which may not be represented or voted for at
the Extraordinary General Meeting.
Documents
The proposal and motivated statement from the Nomination Committee are available
on the company’s webpage http://www.hansabiopharma.com.
Proxy forms for shareholders who would like to vote in advance through proxy are
available at http://www.hansabiopharma.com.
For information on how your personal data is processed, see the integrity policy