All Employee. Long-Term Incentive Programme (LTI) 2016

Transcription

1 All Employee Long-Term Incentive Programme (LTI) 2016

2 Important Information This information brochure provides a brief summary of the terms of All Employee Programme 2016, hereinafter together referred to as LTI The full terms are contained in Terms and Conditions All Employee Programme No rights can be derived from this information brochure. In the case of a discrepancy between this information brochure and the full terms of the respective programme the full terms shall prevail. Investing in financial instruments, such as shares in Sobi, is associated with risk. The investment may increase or decrease in value and there is no guarantee that the invested amount will be returned. If the investment is financed with a bank loan, the bank loan must be repaid in its entirety even if the investment has decreased in value. A decision to participate in LTI 2016 should therefore be preceded by a careful analysis of this information brochure, the terms and conditions of the Executive Programme 2016 or the All Employee Programme 2016, and how the participation may affect the participants financial situation. Sobi s ordinary shares are traded on a regulated market (NASDAQ Stockholm). This information brochure contains information about the ordinary shares in Sobi as well as the reasons for the offer to participate in LTI The offer to participate in LTI 2016 is not an offer to the general public in any of the countries where it is being made. This information brochure is not a prospectus in the meaning of the Prospectus Directive (2003/71 EC, Article 4.1e) and has therefore not been approved by, nor registered with, the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) or any other authority in Sweden or in any other country. Disputes concerning this information brochure shall be finally settled in accordance with Swedish law and by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce (Sw. Reglerna för förenklat skiljeförfarande vid Stockholms Handelskammares Skiljedomsinstitut). The arbitration proceedings shall take place in Stockholm, Sweden. The language to be used in the arbitration shall be English. The arbitration costs shall be borne by Sobi irrespectively of the outcome, provided that the demand by the participant in LTI 2016 for arbitration was not manifestly unfounded, in which event the costs incurred shall be borne by such participant. 2 SOBI LONG-TERM INCENTIIVE PROGRAMME 2016 (ALL EMPLOYEE PROGRAMME)

3 Table of Contents CEO Letter 4 LTI 2016 in brief 5 Time Frame 6 Summary of Key Terms 7 Being a Shareholder in Sobi 10 Frequently Asked Questions 13 SOBI LONG-TERM INCENTIIVE PROGRAMME 2016 (ALL EMPLOYEE PROGRAMME) 3

4 1 CEO Letter On 24 May 2016, the Annual General Meeting of Swedish Orphan Biovitrum AB (publ) ( Sobi ) approved a long-term incentive programme for all employees of Sobi. This programme proposed by the company s Management and Board of Directors is intended to create a shared long-term commitment to and interest in Sobi s future. The underlying idea in all of Sobi s share programmes is to link the employees and shareholders interests and to enable Sobi to recruit, retain, motivate and reward employees. Under the terms of the share programme 2016, you have the possibility to receive Sobi shares free of charge under the condition that you invest in Sobi shares and remain employed during three years. Given that these requirements are fulfilled, you will receive a number of Sobi shares free of charge ( Matching Shares ). Please read through this information brochure carefully, the agreement and the full terms and conditions for the LTI programme, in order to form an opinion of the programme. If you have questions please be in touch with Annette Anjou. Yours sincerely, Geoffrey McDonough President and CEO, Swedish Orphan Biovitrum AB (publ) 4 SOBI LONG-TERM INCENTIIVE PROGRAMME 2016 (ALL EMPLOYEE PROGRAMME)

5 2 LTI 2016 in brief Personal Investment Sobi shares are purchased on your behalf for an amount that you choose up to a maximum limit, so called Investment Shares. Allotment of Matching Shares free of charge After three years, you receive two Matching Shares free of charge for each Investment Share that has been purchased on your behalf and has been retained by you. SOBI LONG-TERM INCENTIIVE PROGRAMME 2016 (ALL EMPLOYEE PROGRAMME) 5

6 3 Time Frame Grant - Lock-up Period - Allotment October 2016 October 2017 October 2018 October 2019 Last day by which you must have agreed to participate in the programme 16 November 2016 Payment of investment amount 17 October October 2016 Expiration of Lock-up Period 28 October 2019 Allotment of Matching Shares As soon as practically possible after the expiration of the Lock-up Period 6 SOBI LONG-TERM INCENTIIVE PROGRAMME 2016 (ALL EMPLOYEE PROGRAMME)

7 4 Summary of Key Terms 4.1 Eligibility Permanent employment To be eligible to participate in the programme you must be a permanent employee within Sobi at the commencement of the programme. Furthermore, you must be a permanent employee within Sobi until the expiration of the Lock-up Period, i.e. until 28 October The definition of a permanent employee for the purposes of this programme, and the exceptions from this rule, is specified in the full terms and conditions Requirement of own investment in shares In order to participate in LTI 2016 you must make an investment in ordinary shares in Sobi, so called Investment Shares. You may invest up to a level stated in the invitation sent from Computershare. The size of your investment affects the number of Matching Shares that you have the possibility to be allotted. SOBI LONG-TERM INCENTIIVE PROGRAMME 2016 (ALL EMPLOYEE PROGRAMME) 7

8 4.2 Lock-up Period The Lock-up Period runs until 28 October During this period you must remain continuously employed within Sobi and retain your Investment Shares. If these conditions are not satisfied, you will not have the possibility to be allotted Matching Shares. 4.3 Allotment of Matching Shares For each Investment Share that is purchased on your behalf, you will receive the possibility to be allotted two Matching Shares free of charge. Allotment is subject to that you during the whole Lock-up Period are continuously employed within Sobi and that you have retained your Investment Shares until the expiration of the Lock-up Period. In the event of a sale or transfer of Investment Shares before the expiration of the Lock-up Period, or if your employment within Sobi is interrupted before the expiration of the Lock-up Period, you will have no right to be allotted Matching Shares. 8 SOBI LONG-TERM INCENTIIVE PROGRAMME 2016 (ALL EMPLOYEE PROGRAMME)

9 4.4 Recalculation of Number of Shares Under certain circumstances the number of Matching Shares that you may be allotted will be recalculated, for example if Sobi issues equity or equity-linked instruments in a rights issue or if Sobi executes a stock split, reverse stock split, reduces share capital by repaying shareholders, or pays dividends. The purpose of the recalculation in these circumstances is to ensure that your economic position in respect of the programme is the same after the event causing the recalculation or adjustment, as it was immediately prior to the event. 4.5 Risks associated with participating in LTI 2016 An investment in Sobi shares is associated with risk and risk taking. Since the Investment Shares may both increase and decrease in value, the participants in LTI 2016 may not get the full value of their invested capital back, which is why a decision to participate in LTI 2016 should be preceded by a careful analysis of existing risk factors. Sobi s business activities and the performance of the share price are affected and may be affected positively and negatively by factors related to the business and by factors that have no specific connection to Sobi s activities. It is not possible for a single company to control all the risk factors that could affect its share price. Risk factors that are outside the company s control include the general economic situation, alternative investment opportunities, capital flows, and political uncertainty. The statement above does not claim to be exhaustive, which means that there may be additional risk factors that can affect the share price in various extents. For additional information about Sobi and the risks that are connected to the business activities, please see the annual report for 2015 which is available at SOBI LONG-TERM INCENTIIVE PROGRAMME 2016 (ALL EMPLOYEE PROGRAMME) 9

10 5 Being a Shareholder in Sobi 5.1 Owning shares in general If you purchase Investment Shares or have been allotted Matching Shares they will be registered in your name (or you may contact the programme administrator to have the shares registered in your name). Subsequently, you will become one of many shareholders of Sobi and you will have the same rights as those individuals who have purchased their shares on the stock market. Each Investment Share and Matching Share is an ordinary share in Sobi. At a general meeting, each shareholder is entitled to vote for the full number of shares that he or she owns and/or represents without limitation of voting rights. The ordinary shares in Sobi carry equal rights to dividends. Please note that while your Investment Shares are not locked in, it is a requirement that you retain them until the expiration of the Lock-up Period, i.e. until 28 October If you sell the Investment Shares prior to such date, you will loose the possibility to be allotted Matching Shares. Your participation in the programme will thus be considered cancelled. 5.2 Insider trading rules Rules on insider trading may be applicable to your participation in LTI These rules are found in the Market Abuse Regulation (EU) 596/2014, the Swedish Market Abuse Penal Act (Sw. lagen (2005:377) om straff för marknadsmissbruk vid handel med finansiella instrument) and the Law on Reporting of Holdings of Certain Financial Instruments (Sw. lagen (2000:1087) om anmälningsskyldighet för vissa innehav av finansiella instrument). The description below is a very brief summary of current Swedish law and shall not be understood as legal advice. 10 SOBI LONG-TERM INCENTIIVE PROGRAMME 2016 (ALL EMPLOYEE PROGRAMME)

11 The rules regarding criminal insider trading means in brief that you may not, for your own account or on behalf of anyone else, trade in financial instruments, such as shares, in relation to which you have insider information, i.e. information of a precise nature concerning a fact which has not been made public, and which, if it were made public, could significantly affect the price of the financial instrument in question. You must also not, by offering advice or in any other way, induce someone else to trade, nor unauthorised disclose inside information to anyone else. These rules apply regardless of whether you have received such inside information through your position at Sobi. The rules on reporting obligations mean, in summary, that persons discharging managerial responsibilities in Sobi and their closely associated persons, are obliged to report transactions in Sobi s share or other financial instruments related to Sobi s share to the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). Furthermore, such persons may not trade shares during a thirty-day period prior to the date on which the company s quarterly interim report is made public. It is of outmost importance that all employees of Sobi follow the rules mentioned above. Non-compliance with the rules may result in fines or, in the case of breach of the rules regarding insider trading, even imprisonment for the individual. Moreover, any breach of the rules may lead to reputational damage to Sobi as a company. If you are in any doubt as to the application of the rules, please contact Sobi's General Counsel. Employees who choose to participate in LTI 2016 hereby undertake to comply with all relevant rules on insider trading and reporting, as well as any internal rules or restrictions laid down by Sobi. SOBI LONG-TERM INCENTIIVE PROGRAMME 2016 (ALL EMPLOYEE PROGRAMME) 11

12 Please note that you must immediately notify Sobi if you prior to 8 December 2016 become registered on Sobi s insider list or logbook, or, without being registered on such list or logbook, have information concerning a fact which has not been published or which is generally unknown and the knowledge of which could significantly affect the price of the Sobi shares. If you have any questions regarding applicable rules, please contact Sobi s General Counsel. 12 SOBI LONG-TERM INCENTIIVE PROGRAMME 2016 (ALL EMPLOYEE PROGRAMME)

13 6 Frequently Asked Questions What happens if I sell the Investment Shares? If you sell or in any other way transfer Investment Shares prior to the expiration of the Lock-up Period, your participation in LTI 2016 will be cancelled and you will lose the possibility to be allotted Matching Shares. When will I receive the Matching Shares? Not later than 90 days after the expiration of the Lock-up Period (unless specific circumstances apply). Are there any risks associated with participating in LTI 2016? All investments in shares involve risk. You should also be aware of the fact that you will be taxed for any shares you receive at the time of allotment. You can cover these expenses by selling the shares. If you choose to retain the shares, you are exposed to general risks associated with holding securities, i.e. they may decrease in value. Am I entitled to participate in and vote at general meetings? In order to be allowed to participate in and vote at the Annual General Meeting (AGM) of Sobi, you must own Sobi shares. By participating in the programme and investing in Investment Shares you become a shareholder and will have the right to participate in AGMs and vote for the number of shares that you own. You may participate in the AGM as soon as you are registered as the owner of the shares. You may have to contact the programme administrator to have the shares registered in your name. How much tax will I have to pay on the shares? Local tax laws and regulations apply. Please contact your local tax authorities for further information. SOBI LONG-TERM INCENTIIVE PROGRAMME 2016 (ALL EMPLOYEE PROGRAMME) 13

14 Further information If you have questions about the administrative process or your account please contact Computershare: or +44 (0) ). Please contact HR Support if there should be any questions about the design of the programme. Swedish Orphan Biovitrum AB SE Stockholm, Sweden Visiting address: Tomtebodavägen 23 A Telephone: About Sobi Sobi is an international specialty healthcare company dedicated to rare diseases. Our mission is to develop and deliver innovative therapies and services to improve the lives of patients. The product portfolio is primary focused on Haemophilia, Inflammation and Genetic diseases. We also market a portfolio of specialty and rare disease products across Europe, the Middle East, North Africa and Russia for partner companies. Sobi is a pioneer in biotechnology with worldclass capabilities in protein biochemistry and biologics manufacturing. In 2015, Sobi had total revenues of SEK 3.2 billion and approximately 700 employees. The share (STO:SOBI) is listed on NASDAQ OMX Stockholm. More information is available at ww.sobi.com.