Notice of annual general meeting in Swedish Orphan Biovitrum AB (publ)

Notice of annual general meeting in Swedish Orphan Biovitrum AB (publ)

STOCKHOLM, Sweden, April 3, 2014 (GLOBE NEWSWIRE) -- The shareholders in
Swedish Orphan Biovitrum AB (publ), Reg. No. 556038-9321, are hereby summoned
to the annual general meeting (the "Meeting"), to be held on Thursday 8May
2014 at 4.00 p.m. in Wallenbergsalen, at Kungliga Ingenjörsvetenskapsakademien
(IVA), Grev Turegatan 16, Stockholm, Sweden.

Participation, etc

Shareholders who wish to attend the Meeting must be recorded in the share
register maintained by Euroclear Sweden AB (the Swedish Central Securities
Depository) on Friday 2 May 2014, and must notify the company of their
intention to participate in the Meeting not later than on Friday 2 May 2014 at
Swedish Orphan Biovitrum's web site www.sobi.com, by mail to Swedish Orphan
Biovitrum AB (publ), "Annual General Meeting", SE-112 76 Stockholm, Sweden or
by phone no. +46 8 697 34 27. The notification shall set forth the name,
address, telephone number (daytime), personal/corporate identity number, the
number of shares held and, when applicable, information about representatives
and assistants.

As per the day of this notice there are 270,389,770 shares outstanding in the
company. All shares are common shares representing one vote each. The total
number of votes is accordingly 270,389,770. The company holds 4,688,948 own
shares, which cannot be represented at the general meeting.

Nominee shares

Shareholders, whose shares have been registered in the name of a nominee
through the trust department of a bank or similar institution, must, in order
to be able to participate in the Meeting, re-register their shares in their
own names in the shareholders' register maintained by Euroclear Sweden AB as
per Friday 2 May 2014. Shareholders who wish to re-register their shares in
their own name should inform their nominee of such re-registration well in
advance of such date. Such registration may be temporary.

Proxy, etc

Shareholders represented by proxy shall issue a written and dated power of
attorney for the proxy. If the power of attorney is issued on behalf of a
legal entity, a certified copy of a registration certificate for the legal
entity shall be appended. The power of attorney is valid for one year from the
issue thereof or such longer period of time stated in the power of attorney,
however not more than five years. A registration certificate shall evidence
the circumstances prevailing at the day of the Meeting and should not be older
than one year at the time of the Meeting.

The power of attorney in original and, when applicable, the registration
certificate, should be submitted to the company by mail at the address
indicated above well before the Meeting. A proxy form is held available at the
company's web site, www.sobi.com, and will also be sent to shareholders who
so request and who inform the company of their postal address.

Proposed agenda

1.Opening of the Meeting. 
2.Election of the chairman of the Meeting. 
3.Preparation and approval of the voting list. 
4.Approval of the agenda. 
5.Election of one or several persons to verify the minutes. 
6.Determination of whether the Meeting has been duly convened. 
7.Presentation of the annual report and the auditor's report as well as the
    consolidated accounts and the auditor's report for the group. 
8.Speech by the managing director. 
9.Presentation of the work performed by the Board of Directors and its
    committees. 
10.Resolution regarding adoption of the income statement and the balance
    sheet as well as the consolidated income statement and the consolidated
    balance sheet. 
11.Resolution regarding appropriation of the company's profit or loss in
    accordance with the adopted balance sheet. 
12.Resolution regarding discharge of the members of the Board of Directors
    and the managing director from liability. 
13.Determination of fees to be paid to the members of the Board of Directors
    and to the auditor. 
14.Determination of the number of directors and deputy directors and auditors
    and deputy auditors. 
15.Election of the chairman, the members of the Board of Directors and the
    auditor. 
16.Resolution regarding guidelines for remuneration for the management. 
17.Resolution regarding (A) the implementation of a long-term incentive
    program and (B) hedging arrangements in respect thereof. 
18.Resolution regarding transfer of own shares. 
19.Closing of the Meeting. 

Proposal regarding chairman of the Meeting, fees for the members of the Board
of Directors and the auditor, the number of members of the Board of Directors,
deputy members, auditors and deputy auditors as well as election of the
chairman, the members of the Board of Directors and the auditor (items 2, 13,
14 and 15)

The nomination committee of Swedish Orphan Biovitrum AB (publ), which consists
of Bo Jesper Hansen (chairman of the Board of Directors), Petra Hedengran,
chairman (Investor), Roger Johanson (Skandia Liv) and Åsa Nisell (Swedbank
Robur Fonder) proposes:

  *that Klaes Edhall from Mannheimer Swartling Advokatbyrå is elected
    chairman of the Meeting,
  *that fees to be paid to the Board of Directors should total SEK 2,630,000
    to be allocated with SEK 310,000 to each board member except for the
    chairman of the Board of Directors who shall not receive any fee for his
    board assignment, nor any fee for his committee work, that fees for work
    in the audit committee should be SEK 100,000 to the chairman and SEK
    60,000 to each other member of such committee, that fees for work in the
    compensation & benefit committee should be SEK 60,000 to the chairman and
    SEK 30,000 to each other member of such committee and that fees for work
    in the science committee should be SEK 60,000 to the chairman and SEK
    30,000 to each other member of such committee,
  *that, in addition to the fees proposed above, for each physical meeting of
    the Board of Directors held in Sweden, a meeting fee of SEK 10,000 is paid
    to the members of the Board of Directors that reside in Europe outside the
    Nordic countries and a meeting fee of SEK 20,000 is paid to the members of
    the Board of Directors that reside outside Europe,
  *that the fees to the auditor should be paid in accordance with normal
    standards and approved invoice,
  *that eight ordinary board members without deputies should be appointed,
  *that one auditor without any deputy auditor should be appointed,
  *that the ordinary members of the Board of Directors Adine Grate Axén,
    Matthew Gantz, Bo Jesper Hansen, Lennart Johansson, Helena Saxon, Hans GCP
    Schikan and Hans Wigzell should be re-elected as members of the Board of
    Directors, that Annette Clancy should be elected as a new member of the
    Board of Directors and that Bo Jesper Hansen should be re-elected chairman
    of the Board of Directors, and
  *that Ernst & Young be elected auditor of the company until the end of the
    annual general meeting 2015.

Annette Clancy

Annette Clancy was born 1954 and has a BSc Hons Pharmacology, from Bath
University UK. She is Chairman as well as Non-Executive Director of the Board
in Genable Technologies. Ms. Clancy has over 30 years of experience in the
Pharmaceutical/Biopharm Industry, working in a variety of functions (R&D,
Commercial, Worldwide Business Development) in the US and UK.

Ms. Clancy was Head of Transactions and Alliance Management at GlaxoSmithKline
(GSK) where she was responsible for executing major transactions ranging from
early drug discovery partnerships, to global commercial alliances and Mergers
and Acquisitions.

Since her retirement from GSK in 2008, Ms. Clancy has been appointed as
Non-Executive Board Director to Silence Therapeutics plc. (2008-2012) and
Clavis Pharma in Norway (2010-2013). Ms. Clancy also currently serves as
Senior European Advisor to the Biopharmaceutical Team of Frazier Healthcare
Ventures, for whom she provides strategic advice on both new and existing
investments.

Annette Clancy does not hold any shares or options in the company. She is
independent in relation to the company and its management and in relation to
the company's principal shareholders.

The nomination committee recommends the elected board members to build their
own holdings of shares in the company

The nomination committee recommends the Board of Directors of Swedish Orphan
Biovitrum to establish a shareholding policy pursuant to which the members of
the Board of Directors, that do not already have such holding, are expected
to, over a five year period, acquire an ownership in Swedish Orphan Biovitrum
shares with a market value which is expected to correspond to at least one
year board remuneration, before taxes, excluding remuneration for committee
work.

Proposal regarding appropriation of the company's profit or loss in accordance
with the adopted balance sheet (item 11)

The Board of Directors proposes that the company's retained profits are
carried forward.

Proposal regarding guidelines for remuneration for the management (item 16)

The Board of Directors proposes that the annual general meeting resolves to
approve the Board of Directors' proposal regarding guidelines for remuneration
for the management as set forth below which shall apply until the annual
general meeting 2015. In this context, the management means the managing
director of Swedish Orphan Biovitrum and the executives who, from time to
time, are reporting to him and who are also members of the senior management,
as well as members of the Board of Directors to the extent employment or
consulting agreements are entered into.

Motives

Swedish Orphan Biovitrum shall offer a total remuneration in line with market
conditions to enable the company to recruit and retain competent personnel.
The remuneration to the management may consist of fixed salary, variable
salary, pension and other compensation. Long-term incentive programs may be
offered in addition to the above and will then be submitted to the general
meeting for approval. The remuneration is mainly based on position,
performance and the company's and the member's, respectively, performance in
relation to objectives determined in advance.

Fixed salary

The fixed salary for the managing director and the other members of the
management shall be in line with market conditions and mirror the demands and
responsibility that the position entails. The fixed salary for the managing
director and the other members of the management is revised once every year,
as per 1 January.

To the extent a member of the Board of Directors carries out work for the
company or for another group company, in addition to the board work,
consulting fees and/or other remuneration for such work may be payable.

Variable salary

The variable salary for the managing director and the other members of the
management shall be based on the company's fulfillment of objectives
determined in advance. These objectives are determined for the promotion of
the company's/the group's long-term development, value creation and financial
growth and shall be designed in a way that does not encourage an excessive
risk-taking. The variable salary may not amount to more than 50% of the annual
gross salary (including pension) for the managing director and not more than
20 - 50% of the fixed annual salary (excluding pension, or in specific cases,
including pension) for the other members of the management.

Long-term incentive programs

Long-term incentive programs may constitute a complement to the fixed salary
and the variable salary. The program participants are nominated based on
competence, performance and to retain key employees with the company. The
outcome is dependent on the fulfillment of certain predetermined performance
requirements. The aim with having long-term incentive programs shall be to
create a long-term commitment to Swedish Orphan Biovitrum, to offer the
participants to take part in Swedish Orphan Biovitrum's long-term success and
value creation and to create possibilities to attract and retain members of
the management and key employees. For more information on Swedish Orphan
Biovitrum's current incentive programs, see Swedish Orphan Biovitrum's annual
report 2013 note 14.

Other compensation and terms of employment

The pension benefits for the managing director and the other members of the
management shall preferably consist of premium based pension plans, but may
also be defined-benefit pursuant to collective agreements.

Fixed salary during notice periods and severance payment, including payments
for any restrictions on competition, shall in aggregate not exceed an amount
equivalent to the fixed salary for two years. The total severance payment
shall for all members of the management be limited to the existing monthly
salary for the remaining months up to the age of 65.

The managing director may, in case of a change of control of the company
meaning that more than 50% of the shares in the company are owned by one
shareholder, (i) be entitled to a retention bonus corresponding to maximum 6
monthly gross salaries (including pension) provided that notice of termination
of the managing director's employment has not been given 6 months after the
change of control, alternatively (ii) in case of a material change of the
managing director's employment conditions, be entitled to terminate the
employment with a right to severance payment in accordance with the above.
Upon a material change in the business, other executives may (i) be entitled
to a retention bonus corresponding to maximum 6 monthly fixed salaries
(excluding pension, or in specific cases, including pension), provided that
notice of termination of employment has not been given 6 months after such
change, alternatively (ii) under certain circumstances, be entitled to
terminate the employment with a right to severance payment, however,
corresponding to maximum 12 monthly fixed salaries (excluding pension, or in
specific cases, including pension), to be paid in addition to the salary
during the notice period.

Other compensation may consist of other customary benefits, such as healthcare
insurance, which shall not constitute a material portion of the total
remuneration.

In addition thereto, additional compensation may be paid out in extraordinary
circumstances, provided that such arrangement is made for management
recruitment or retention purposes and is agreed on an individual basis. Such
extraordinary arrangements may for example include a one-time cash payment, or
a support package including relocation support, tax filing support, or
similar.

Deviation from the guidelines

The Board of Directors may resolve to deviate from the guidelines if the Board
of Directors, in an individual case, is of the opinion that there are special
circumstances justifying that.

Proposal regarding (A) the implementation of a long-term incentive program and
(B) hedging arrangements in respect thereof (item 17)

Background

The Board of Directors of Swedish Orphan Biovitrum AB (publ) ("Sobi") proposes
that the annual general meeting 2014 resolves on the implementation of a
long-term incentive program (the "Program"). The proposed Program gives all
present and future permanent employees of the Sobi Group (excluding employees
based in the U.S) the opportunity of becoming shareholders in Sobi. It is
proposed that the Program be divided into two parts: (I)one part directed to
executives and directors (the "Executive Program") and (II) one part directed
to all other employees (the "All Employee Program").

The overall purpose of the Program is to closely align the employees'
interests with those of the shareholders and to create a long-term commitment
to Sobi. The Executive Program provides Sobi with a crucial component of a
competitive total compensation package with which to attract and retain
executives who are critical to Sobi's on-going success. The All Employee
Program creates a motivating effect for the entire permanent workforce of the
Sobi Group. For these reasons the Board of Directors considers that having
recurring long-term incentive programs is a vital and important part of Sobi's
total compensation program.

The Board of Directors of Sobi has evaluated the long-term incentive program
resolved on by the 2013 annual general meeting and has concluded that both the
Executive Program and the All Employee Program satisfy the intended purposes.

Similarly to the incentive program resolved on by the 2013 annual meeting, the
Program shall be inspiring, achievable, easy to understand, cost effective to
administrate, and easy to communicate. Following implementation of the
Program, the Board of Directors intends to carry out an evaluation thereof in
order to systematically analyse the achieved results in relation to the aim
outlined above. The aim of the evaluation will be to determine whether the
Program satisfies its purposes, and this will also include the review of the
outcome and the costs for the Program.

A.  Implementation of the Program

The Board of Directors proposes that the annual general meeting 2014 resolves
on the implementation of the Program in accordance with the principal terms
and conditions set out below.

I.  Terms and conditions applying to the Executive Program

      The Executive Program is proposed to be open to no more than 88
      permanent employees of the Sobi Group, whereof no more than 69 permanent
(a)  employees on director level of the Sobi Group ("Directors"), no more
      than 11 permanent employees on executive level 1 of the Sobi Group ("E1
      Members"), no more than 7 members on executive level 2 of the Sobi Group
      ("E2 Members") and the Chief Executive Officer of Sobi ("CEO"). 
      The Executive Program will allow Directors, E1 Members and E2 Members
      and the CEO to make investments of their own in common shares in Sobi
      ("Executive Investment Shares"). For each Executive Investment Share,
      Directors, E1 Members and E2 Members and the CEO will have the
      possibility to be allotted 1 common share in Sobi free of charge
      ("Executive Matching Share"), from Sobi or from a designated third
(b)  party. The Executive Matching Shares will be allotted after the
      expiration of a 3 year lock-up period, starting on the date the
      Directors, E1 Members and E2 Members and the CEO were notified by Sobi
      of their admission to the Executive Program (the "Lock-up Period"). Sobi
      must notify the Directors, E1 Members and E2 Members and the CEO of
      their admission to the Executive Program no later than on 31December
      2014.
      Moreover, Directors, E1 Members and E2 Members and the CEO will,
      depending on the share price development of the Sobi common share, after
      the expiration of the Lock-up Period have the possibility to be allotted
      additional common shares in Sobi free of charge ("Executive Performance
      Shares"), from Sobi or from a designated third party. Directors may be
      allotted no more than 2 Executive Performance Shares, E1 Members and E2
      Members no more than 3.5 Executive Performance Shares and the CEO no
      more than 5.5 Executive Performance Shares, for each Executive
      Investment Share. In order for any allotment of Executive Performance
      Shares to take place the share price of the Sobi common share, adjusted
      for any dividend payments,^[1] must increase with more than 15%. For
      maximum allotment of Executive Performance Shares to take place, the
(c)  share price of the Sobi common share, adjusted for any dividend
      payments,^[2] must increase with at least 75%. If the share price
      increase, adjusted for any dividend payments,^[3] is between 15% and 75%
      the program participants will receive a linear allotment of Executive
      Performance Shares. The calculation of the share price development shall
      be based on a comparison of the volume-weighted average price paid for
      the Sobi common share on NASDAQ OMX Stockholm, adjusted for any dividend
      payments,^[4] during a period of 10trading days immediately prior to
      the start of the Lock-up Period and the volume-weighted average price
      paid for the Sobi common share on NASDAQ OMX Stockholm, adjusted for any
      dividend payments,^[5] during the last 10 trading days of the Lock-up
      Period.
      
      The maximum number of Executive Investment Shares each program
      participant may invest in depends on if he/she participates in the
      Executive Program as Director, E1 Members, E2 Members or CEO and the
      respective gross annual average salary for 2014 for each such category.
      Executive Investment Shares may be acquired by Directors for an amount
(d)  corresponding to no more than 10% of the gross annual average fixed
      salary for Directors in 2014, by E1 Members for an amount corresponding
      to no more than 15% of the gross annual average fixed salary for E1
      Members in 2014, by E2 Members for an amount corresponding to no more
      than 20% of the gross annual average fixed salary for E2 Members in 2014
      and by the CEO for an amount corresponding to no more than 20% of the
      gross annual salary (including pension) in 2014.

II.  Terms and conditions applying to the All Employee Program

(a)  The All Employee Program is proposed to be open to approximately 400
      permanent employees of the Sobi Group ("Employees"). 
      The All Employee Program will allow Employees to make investments of
      their own in common shares in Sobi ("Employee Investment Shares"). For
      each Employee Investment Share, the Employees will have the possibility
      to be allotted 1 common share in Sobi free of charge ("Employee Matching
(b)  Share"), from Sobi or from a designated third party. The Employee
      Matching Shares will be allotted after the expiration of a 3year
      lock-up period, starting on the date the Employees were notified by Sobi
      of their admission to the All Employee Program (the "Lock-up Period").
      Sobi must notify the Employees of their admission to the All Employee
      Program no later than on 31December 2014.
      Moreover, Employees will, depending on the share price development of
      the Sobi common share, after the expiration of the Lock-up Period have
      the possibility to be allotted additional common shares in Sobi free of
      charge ("Employee Performance Shares"), from Sobi or from a designated
      third party. Employees may be allotted no more than 1 Employee
      Performance Share for each Employee Investment Share. In order for any
      allotment of Employee Performance Shares to take place the share price
      of the Sobi common share, adjusted for any dividend payments,^[6] must
      increase with more than 15%. For maximum allotment of Employee
      Performance Shares to take place, the share price of the Sobi common
(c)  share, adjusted for any dividend payments,^[7] must increase with at
      least 75%. If the share price increase, adjusted for any dividend
      payments,^[8] is between 15% and 75% the program participants will
      receive a linear allotment of Employee Performance Shares. The
      calculation of the share price development shall be based on a
      comparison of the volume-weighted average price paid for the Sobi common
      share on NASDAQ OMX Stockholm, adjusted for any dividend payments,^[9]
      during a period of 10trading days immediately prior to the start of the
      Lock-up Period and the volume-weighted average price paid for the Sobi
      common share on NASDAQ OMX Stockholm, adjusted for any dividend
      payments,^[10] during the last 10 trading days of the Lock-up Period.
      
      The maximum number of Employee Investment Shares each Employee may
      invest in depends on the gross annual average fixed salary for Employees
(d)  in 2014. Employee Investment Shares may be acquired for an amount
      corresponding to no more than 5% of the gross annual average fixed
      salary for Employees in 2014.

III.  Terms and conditions applying to both the Executive Program and the
All  Employee Program

      Program participants must normally purchase Investment Shares^[11] in
(a)  connection with the start of the Lock-up Period.
      
      Matching and Performance Shares^[12] may normally be allotted only after
(b)  the expiration of the Lock-up Period.
      
      In order for a program participant to be allotted Matching and
      Performance Shares it is a condition that, with certain specific
      exemptions, he/she has been permanently employed within the Sobi Group
(c)  for the duration of the whole Lock-up Period and that the participant,
      throughout this Lock-up Period, has retained the Investment Shares
      purchased. Investment Shares disposed of prior to the expiration of the
      Lock-up Period will not be included in the calculation to determine any
      allotment of Matching and Performance Shares.
      If significant changes in the Sobi Group or in the market occur which,
      in the opinion of the Board of Directors, would result in a situation
      where the conditions for allotment of Performance Shares under the
(d)  Program become unreasonable, the Board of Directors shall be entitled to
      make adjustments to the Program, including, among other things, be
      entitled to resolve on a reduced allotment of Performance Shares, or
      that no Performance Shares shall be allotted at all.
      The Board of Directors shall be authorised to establish the detailed
(e)  terms and conditions for the Program. The Board of Directors may, in
      that regard, make necessary adjustments to satisfy certain regulations
      or market conditions outside Sweden.
      Participation in the Program presupposes that such participation is
(f)  legally possible in the various jurisdictions concerned and that the
      administrative costs and financial efforts are reasonable in the opinion
      of the Board of Directors.
      The Program shall comprise no more than 1,445,929 common shares in Sobi,
      of which 197,486 constitute Executive Matching Shares, 571,459
      constitute Executive Performance Shares, 165,645 constitute Employee
(g)  Matching Shares and 165,645 constitute Employee Performance Shares. The
      remaining 345,694 common shares in Sobi are such shares that may be
      transferred by Sobi in order to cover the cash flow effects associated
      with the Program, primarily social security charges.
      
      The number of Matching Shares and Performance Shares will be subject to
(h)  recalculation as a result of intervening bonus issues, splits, rights
      issues and/or other similar corporate events.

________________________

Costs for the Program etc.

The costs for the Program, which are charged in the profit and loss account,
are calculated according to the accounting standard IFRS 2 and distributed on
a linear basis over the vesting period. The calculation has been made based on
the following assumptions: (i) a market price of the Sobi common share of SEK
72, (ii) no dividend is paid by Sobi during the Program and (iii) an
assessment of future volatility in respect of the Sobi common share. In total,
this can lead to maximum costs for the Program of approximately SEK38.3
million, excluding social security costs. The costs for social security
charges are calculated to approximately SEK 15.1 million assuming an annual
share price increase of 10% during the Lock-up Period. In addition to what is
set forth above, the maximum costs for the Program have been based on a share
price of SEK 72 at the time of the program participant's own investment, that
the Program comprises approximately 490participants, that each program
participant makes a maximum investment and based on historical employee
turnover for the group of 5%. If the share price increases from SEK 72 with
10% until the implementation of the Program the effect on costs would only be
marginal as the number of Matching and Performance Shares would be reduced
correspondingly. Also in case of a decrease in the share price the effect on
costs would be marginal. The expected annual costs, including social security
charges, corresponds to approximately 3% of Sobi's total employee costs.
If the Program had been implemented in 2013, if the company had had costs in
accordance with the example in the preceding paragraph, and Matching and
Performance Shares had been allotted in 2013 in accordance with the
assumptions in the sample calculation, which among other things assumes an
annual share price increase of 10% during the Lock-up Period, the earnings per
share for the financial year 2013 had decreased by SEK 0.05 to SEK -0.40 and
the shareholders' equity per share for the financial year 2013 had decreased
by SEK 0.09 to SEK 17.54.

Dilution

Upon full allotment of Matching Shares and Performance Shares, the number of
shares under the Program amounts to 1,100,235 common shares in Sobi,
corresponding to a dilution effect of approximately 0.41% of the share capital
and the votes. Aggregated with the 345,694 shares that may be transferred in
order to cover the cash flow effects associated with the Program, primarily
social security charges, the maximum dilution effect of the Program amounts to
0.53%. If all outstanding long-term incentive programs are included in the
calculation, then the corresponding maximum level of dilution amounts to
1.87%.

Hedging arrangements

The Board of Directors proposes that the annual general meeting, as a main
alternative, resolves (i) on a directed issue of redeemable and convertible
series C shares and (ii) to authorize the Board of Directors to resolve on the
repurchase of all issued redeemable and convertible series C shares. Following
conversion to common shares in Sobi, the shares are intended to be transferred
to program participants as well as transferred on a regulated market in order
to cover the cash flow effects associated with the Program, primarily social
security charges. For this purpose, the Board of Directors further proposes
that the annual general meeting resolves (iii) on transfers of own common
shares free of charge to program participants. As further described in item
B.1(iii) below, the Board of Directors proposes that shares acquired for the
purpose of securing Sobi's obligations under previous share programs also may
be transferred under the Program. The detailed conditions for the Board of
Directors' main alternative are set out in item B.1 below.

Since the Program, in principle, is not expected to give rise to any initial
social security payments for the Sobi Group, the Board of Directors has
decided not to propose to the annual general meeting 2014 to resolve on
transfers of own common shares on a regulated market in order to cover such
payments. However, prior to the transfers of common shares to program
participants, the Board of Directors intends to propose to the annual general
meeting 2017 that transfers be made of own common shares on a regulated market
in order to cover above mentioned costs.
Should the majority required under item B.1 below not be reached, the Board of
Directors proposes that Sobi shall be able to enter into an equity swap
agreement with a third party, in accordance with item B.2 below.

Preparations of the proposal

The Compensation & Benefits Committee of Sobi has prepared guidelines for the
proposed Program. These guidelines have been presented for and adopted by the
Board of Directors.

                           _______________________

B.  Hedging arrangements in respect of the Program

B.1  Directed issue of redeemable and convertible series C shares,
authorization for the Board of Directors to resolve to repurchase all issued
redeemable and convertible series C shares and transfers of own common shares
to program participants

(i)    Resolution on a directed issue of redeemable and convertible series
C shares

Increase of Sobi's share capital by no more than SEK 217,385 through an issue
of no more than 396,180 series C shares in Sobi.

The issue shall be effected on the following terms.

      The new shares shall - with deviation from the shareholders'
(a)  preferential right to subscribe for shares - be subscribed for only by
      an external party who has been informed in advance.
      The price to be paid for each new share shall correspond to the quotient
(b)  value of the share at the time of the subscription of the shares.^[13]
      
      The new shares shall be subscribed for during the period May 9 -
(c)  September 15, 2014, with a right for the Board of Directors to extend
      the subscription period. Oversubscription is not permitted.
(d)  Payment for shares subscribed for shall be effected at subscription of
      the shares.
(e)  The new shares shall entitle to dividends from and including the
      financial year 2014.
      The new shares will be subject to restrictions as set forth in Chapter
(f)  4, Section6 (conversion provision) and Chapter 20, Section 31
      (redemption provision) in the Swedish Companies Act (SFS 2005:551).

(ii)    Authorization for the Board of Directors to decide on a repurchase
of all issued redeemable and convertible series C shares

Authorization for the Board of Directors to decide on a repurchase of all
issued redeemable and convertible series C shares in Sobi on the following
terms.

(a)   Repurchase may be made through a public offer directed to all owners
        of seriesC shares in Sobi.
(b)   The authorization is valid and may be exercised on one or several
        occasions until the annual general meeting 2015.
(c)   The number of series C shares permitted to be repurchased shall amount
        to no more than 396,180.
        Repurchase of shares shall be made at a lowest price per share of 100%
(d)   and a highest price of 105% of the quotient value, applicable at the
        time of the subscription of shares according to section B.1(i) above.
(e)   Payment for shares repurchased shall be made in cash.
(f)   The Board of Directors shall be authorized to establish additional
        terms for the repurchase.
        Repurchase shall also include a so-called interim share, designated by
(g)   Euroclear Sweden AB as a "paid subscription share" (Sw. BTA) relating
        to a series C share.

The repurchase of own shares is an integrated part of the hedging arrangements
for the Program. The reason for the proposed possibility to repurchase own
shares is that Sobi shall be able to fulfil its obligations pursuant to the
Program.

(iii)    Resolution on transfers of own common shares to program
participants
In total 5,163,172 series C shares were issued and repurchased by Sobi under
previous share programs for the purpose of securing Sobi's obligations under
such programs. The shares have subsequently been converted to common shares.
Full allotment of shares will not take place under these programs and,
accordingly, all shares will not be required to secure the obligations under
such programs. The Board of Directors proposes that 1,049,749 common shares,
which are no longer required to secure the obligations of Sobi under previous
share programs, together with the shares issued and repurchased in accordance
with items B.1(i) and B.1(ii) above, following conversion to common shares,
may be transferred under the Program.

Transfers of Sobi's own common shares to program participants may be made on
the following terms.

      Transfers may be made only of common shares in Sobi, whereby a maximum
      of 1,100,235 common shares in Sobi (corresponding to 197,486 Executive
(a)  Matching Shares, 571,459 Executive Performance Shares, 165,645 Employee
      Matching Shares and 165,645 Employee Performance Shares) may be
      transferred free of charge to program participants. 
      Right to purchase common shares in Sobi free of charge shall - with
(b)  deviation from the shareholders' preferential rights - be granted to
      such persons within the Sobi Group who are participants in the Program.
      Transfers of common shares in Sobi shall be made free of charge at the
(c)  time and on the other terms that the program participants are entitled
      to be allotted shares.
      The number of common shares in Sobi that may be transferred under the
(d)  Program will be subject to recalculation as a result of intervening
      bonus issues, splits, rights issues and/or other similar corporate
      events.

B.2  Equity swap agreement with a third party

Should the majority required under item B.1 above not be reached, the Board of
Directors proposes that the annual general meeting resolves that the expected
financial exposure of the Program shall be hedged by Sobi being able to enter
into an equity swap agreement with a third party on terms in accordance with
market practice, whereby the third party in its own name shall be entitled to
acquire and transfer common shares in Sobi to the program participants.

Conditions

The annual general meeting's resolution on the implementation of the Program
according to item A. above is conditional upon the meeting either resolving in
accordance with the Board of Directors' proposal under item B.1 above or in
accordance with the Board of Directors' proposal under item B.2 above.

Majority requirements

The annual general meeting's resolution according to item A. above requires a
simple majority among the votes cast. A valid resolution under item B.1 above
requires that shareholders representing not less than nine-tenths of the votes
cast as well as of the shares represented at the meeting approve the
resolution. A valid resolution under item B.2 above requires a simple majority
among the votes cast.

The reason for the deviation from the shareholders' preferential rights etc.

The issue, repurchase and transfer of common shares in Sobi form part for the
accomplishment of the proposed Program. Therefore, and in light of the above,
the Board of Directors considers it to be advantageous for Sobi and the
shareholders that the program participants are offered to become shareholders
in Sobi.
For the purpose of minimizing Sobi's costs for the Program, the subscription
price has been set at the quotient value of the share.

Previous incentive programs in Sobi

For a description of the company's other long-term incentive programs,
reference is made to the company's annual report for 2013, note 14, and the
company's web site, www.sobi.com. In addition to the programs described there,
no other long-term incentive programs have been implemented in Sobi.

Authorization for the CEO

The Board of Directors proposes that the CEO shall be authorized to make the
minor adjustments to the above resolution regarding the directed issue of
redeemable and convertible series C shares in connection with the registration
thereof with the Swedish Companies Registration Office and Euroclear Sweden
AB.

Proposal regarding transfer of own shares (item 18)

The Board of Directors proposes that the annual general meeting resolves that
not more than 338,766 common shares may, prior to the annual general meeting
2015, be transferred for the purpose of covering certain payments, primarily
social security charges that may occur in relation to the Share Program 2011
and the CEO Share Program 2011. Transfer of shares shall be effected on NASDAQ
OMX Stockholm at a price within the, at each time, prevailing price interval
for the share. The number of shares that may be transferred shall be subject
to recalculation in the event of an intervening bonus issue, split, rights
issue and/or other similar events.

Majority requirements, etc.

The purpose of the Board of Directors' proposal to transfer shares is to
secure for future cash flow effects due to payments of social security costs
connected with the Share Program 2011 and the CEO Share Program 2011. A valid
resolution requires approval of shareholders representing at least two-thirds
of the votes cast as well as the shares represented at the general meeting.

Additional information

Information regarding all board members proposed to the Board of Directors of
Swedish Orphan Biovitrum AB as well as the nomination committee's proposal and
motivated opinion are available on the company's web site. The annual report,
the audit report and other documents will be held available at the company's
office at Tomtebodavägen 23A, in Solna and at the company's web site,
www.sobi.com, not later than from Thursday 17 April 2014, and will be sent
without charge to those shareholders who so request and who inform the company
of their postal address.

Information at the annual general meeting

The Board of Directors and the CEO shall, if any shareholder so requests and
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 an item on the agenda, circumstances that can affect the
assessment of the company's or its subsidiaries' financial situation or the
company's relation to other companies within the group. Shareholders may
submit questions in advance by sending them to Swedish Orphan Biovitrum AB
(publ), "Annual General Meeting", SE-112 76 Stockholm or by email:
communication@sobi.com.

                           Stockholm in April 2014
                      Swedish Orphan Biovitrum AB (publ)
                            The Board of Directors

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 primarily
focused on Inflammation and Genetic diseases, with three late stage biological
development projects within Haemophilia and Neonatology. We also market a
portfolio of specialty and rare disease products for partner companies. Sobi
is a pioneer in biotechnology with world-class capabilities in protein
biochemistry and biologics manufacturing. In 2013, Sobi had total revenues of
SEK 2.2 billion (€253 M) and about 550 employees. The share (STO: SOBI) is
listed on NASDAQ OMX Stockholm. More information is available at www.sobi.com.

For more information please contact
Oskar Bosson, Head of Communications
T: +46 70410 71 80
oskar.bosson@sobi.com

[1]So-called Total Shareholder Return.
[2]See footnote 1.
[3]See footnote 1.
[4]See footnote 1.
[5]See footnote 1.
[6]See footnote 1.
[7]See footnote 1.
[8]See footnote 1.
[9]See footnote 1.
[10]See footnote 1.
[11]"Investment Shares" includes Executive Investment Shares and Employee
Investment Shares.
[12]"Matching Shares" includes Executive Matching Shares and Employee
Matching Shares and "Performance Shares" includes Executive Performance Shares
and Employee Performance Shares.
[13]The quotient value of the share as per the day of this notice is
approximately SEK 0.55.

Notice of annual general meeting in Swedish Orphan Biovitrum AB (publ)
http://hugin.info/134557/R/1774004/604683.pdf

HUG#1774004
 
Press spacebar to pause and continue. Press esc to stop.