Notice of Extraordinary General Meeting in Abliva AB (publ)
At the request of Pharming Technologies B.V. (“Pharming”), a wholly-owned subsidiary of Pharming Group N.V., which, following its public offer to the shareholders of Abliva AB (publ) (“Abliva”), holds more than 90 per cent of the total number of shares and votes in Abliva, the shareholders of Abliva are invited to the Extraordinary General Meeting on Friday, 28 March 2025, at 13.00 CET at Medicon Village, Scheeletorget 1, in Lund, Sweden.
Preconditions for participation
A shareholder who wishes to participate in the Meeting must (i) be recorded in the share register for the Meeting prepared by Euroclear Sweden AB relating to the circumstances on 20 March 2025, and (ii) notify its intention to participate in the Meeting no later than 24 March 2025. The notification shall be made by regular mail to Abliva AB (publ), Medicon Village, SE-223 81 Lund, Sweden. Notification may also be made by e-mail to anmalan@abliva.com. The notification shall set forth name, social security number or company registration number, number of shares, address, daytime telephone number and, where applicable, the number of advisors (maximum two) that will accompany the shareholder at the Meeting.
To be entitled to participate in the Meeting, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register as at 20 March 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 such time in advance as the nominee determines. Voting right registrations completed not later than 24 March 2025 are taken into account when preparing the register of shareholders.
Proxy etc.
Shareholder represented by a proxy shall issue a power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a registration certificate or the equivalent indicating the authorized signatories of the legal entity must be enclosed. The power of attorney, and any registration certificate or the equivalent document, shall be sent to the company at the address above well in advance of the Meeting. Proxy forms are available at the company’s website www.abliva.com and will, upon request, be sent by regular mail to shareholders stating their postal address.
Number of shares and votes
As per the date of this notice, there are 1,611,884,536 outstanding shares and votes in the company. The company holds no treasury shares.
Proposed agenda:
1. Opening of the Meeting
2. Election of chairman of the Meeting
3. Preparation and approval of voting list
4. Approval of agenda
5. Election of one or two persons to verify the minutes
6. Determination of whether the Meeting has been duly convened
7. Determination of the number of members of the board of directors
8. Election of the Board of Directors
9. Determination of fees to be paid to the Board of Directors
10. Closing of the Meeting
Election of Board of Directors (items 7–9)
Pharming proposes that:
1. the Board of Directors shall consist of three ordinary Board members with no deputies;
2. with dismissal of all current board members, Alexander Breidenbach (chairman), Anurag Relan and Mireille Sanders are elected Board members for the time until the next Annual General Meeting; and
3. no Board remuneration shall be paid.
Alexander Breidenbach
Born: 1963
Education: PhD Veterinarian, School of Veterinary Medicine, Hannover, Germany.
Other assignments: None.
Background: Dr. Breidenbach was appointed Chief Business Officer (CBO) in September 2023. Dr. Breidenbach has more than 20 years of partnering, R&D and management experience in bioscience. Dr. Breidenbach is responsible for the development and execution of our growth strategy and our future plans. Prior to joining Pharming, Dr. Breidenbach held several senior positions including Chief Business and Chief Development Officer at ACM Biosciences AG, as well as a variety of senior leadership roles at Roche Partnering.
Anurag Relan
Born: 1972
Education: BA Economics, University of California, Berkeley, USA, 1994.
MD, University of California, Los Angeles, USA, 1999.
MPH, University of California, Los Angeles, USA, 1999.
Other assignments: None.
Background: Dr. Relan was appointed Chief Medical Officer (CMO) in 2021. Prior to holding the CMO role, Dr. Relan served as Vice President Clinical Research and Medical Affairs at Pharming. Over the last 18 years at Pharming, Dr. Relan has held several leadership roles within the Company. Prior to his work at Pharming, he was in clinical practice while also teaching medical residents/students at the University of California, Los Angeles (UCLA).
Mireille Sanders
Born: 1958
Education: MSC Chemical Engineering, Technical University Eindhoven, The Netherlands.
Other assignments: None.
Background: Currently Ms. Sanders is Chief Operations Officer at Pharming. Between 2019 and 2020, Ms. Sanders served as Pharming’s Senior Vice President, Operations. From 2016 until 2019, Ms. Sanders served as Head of Clinical Supply Chain Strategic Management and Systems at Janssen Pharmaceuticals, a Johnson & Johnson company. From 2007-2015, Ms. Sanders held senior positions at MSD/Merck.
In light of the new ownership in the company, the nomination committee has not been involved in the preparation of the above proposals.
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Right to require information and processing of personal data
Shareholders are reminded of their right to require information under Chapter 7, Section 32 of the Swedish Companies Act.
For information about the processing of your personal data, please refer to https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. If you have questions regarding our processing of your personal data, you can contact us by emailing ir@abliva.com.
Abliva AB (publ)’s corporate registration number is 556595-6538 and its registered office is in Lund, Sweden.
Lund, February 2025
Abliva AB (publ)
The Board of Directors