Notice to Extraordinary General Meeting in Hansa Biopharma AB (publ)
7 augusti, 07:00
Notice to Extraordinary General Meeting in Hansa Biopharma AB (publ)
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 give notice via e-mail to hansabiopharma@vinge.se or by post to Advokatfirman 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, 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 www.hansabiopharma.com, section Our company, subsection Corporate Governance, under ExtraordinaryGeneral Meeting 2025. A completed and signed form may be submitted via e-mail to hansabiopharma@vinge.se or by post to Advokatfirman Vinge KB, Att: Joel 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 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
- Opening of the Extraordinary General Meeting.
- Election of chair of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to attest the minutes.
- Determination as to whether the meeting has been duly convened.
- Resolution on the number of members of the Board of Directors.
- Resolution on fees for members of the Board of Directors.
- Election of new members of the Board of Directors
- Elisabeth Björk (new election);
- Natalie Berner (new election); and
- Michael Bologna (new election).
- 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 Wikströmhave 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 www.hansabiopharma.com.
Proxy forms for shareholders who would like to vote in advance through proxy are available at www.hansabiopharma.com.
For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s webpage 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 dataprotection@hansabiopharma.com.
_____________________
This is an in-house translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
Lund, August 2025
Hansa Biopharma AB (publ)
The Board of Directors
--- ENDS ---
Contacts for more information:
Evan Ballantyne, Chief Financial Officer
IR@hansabiopharma.com
Notes to editors
About Hansa Biopharma
Hansa Biopharma AB is a pioneering commercial-stage biopharmaceutical company on a mission to develop and commercialize innovative, lifesaving and life-altering treatments for patients with rare immunological conditions. The company has a rich and expanding research and development program based on its proprietary IgG-cleaving enzyme technology platform, to address serious unmet medical needs in autoimmune diseases, gene therapy and transplantation. The company’s portfolio includes imlifidase, a first-in-class immunoglobulin G (IgG) antibody-cleaving enzyme therapy, which has been shown to enable kidney transplantation in highly sensitized patients and HNSA-5487, a next-generation IgG cleaving molecule with redosing potential. Hansa Biopharma is based in Lund, Sweden, and has operations in Europe and the U.S. The company is listed on Nasdaq Stockholm under the ticker HNSA. Find out more at www.hansabiopharma.com and follow us on LinkedIn.
©2025 Hansa Biopharma AB. Hansa Biopharma, the beacon logo, IDEFIRIX, and IDEFIRIX flower logo are trademarks of Hansa Biopharma AB, Lund, Sweden. All rights reserved.
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Notice to Extraordinary General Meeting in Hansa Biopharma AB (publ)
7 augusti, 07:00
Notice to Extraordinary General Meeting in Hansa Biopharma AB (publ)
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 give notice via e-mail to hansabiopharma@vinge.se or by post to Advokatfirman 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, 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 www.hansabiopharma.com, section Our company, subsection Corporate Governance, under ExtraordinaryGeneral Meeting 2025. A completed and signed form may be submitted via e-mail to hansabiopharma@vinge.se or by post to Advokatfirman Vinge KB, Att: Joel 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 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
- Opening of the Extraordinary General Meeting.
- Election of chair of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to attest the minutes.
- Determination as to whether the meeting has been duly convened.
- Resolution on the number of members of the Board of Directors.
- Resolution on fees for members of the Board of Directors.
- Election of new members of the Board of Directors
- Elisabeth Björk (new election);
- Natalie Berner (new election); and
- Michael Bologna (new election).
- 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 Wikströmhave 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 www.hansabiopharma.com.
Proxy forms for shareholders who would like to vote in advance through proxy are available at www.hansabiopharma.com.
For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s webpage 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 dataprotection@hansabiopharma.com.
_____________________
This is an in-house translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
Lund, August 2025
Hansa Biopharma AB (publ)
The Board of Directors
--- ENDS ---
Contacts for more information:
Evan Ballantyne, Chief Financial Officer
IR@hansabiopharma.com
Notes to editors
About Hansa Biopharma
Hansa Biopharma AB is a pioneering commercial-stage biopharmaceutical company on a mission to develop and commercialize innovative, lifesaving and life-altering treatments for patients with rare immunological conditions. The company has a rich and expanding research and development program based on its proprietary IgG-cleaving enzyme technology platform, to address serious unmet medical needs in autoimmune diseases, gene therapy and transplantation. The company’s portfolio includes imlifidase, a first-in-class immunoglobulin G (IgG) antibody-cleaving enzyme therapy, which has been shown to enable kidney transplantation in highly sensitized patients and HNSA-5487, a next-generation IgG cleaving molecule with redosing potential. Hansa Biopharma is based in Lund, Sweden, and has operations in Europe and the U.S. The company is listed on Nasdaq Stockholm under the ticker HNSA. Find out more at www.hansabiopharma.com and follow us on LinkedIn.
©2025 Hansa Biopharma AB. Hansa Biopharma, the beacon logo, IDEFIRIX, and IDEFIRIX flower logo are trademarks of Hansa Biopharma AB, Lund, Sweden. All rights reserved.
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