Full Press Release Details
Gesellschaftssitz: 9, rue de Bitbourg, L-1273 Luxembourg
R.C.S. Luxemburg B 258884
HAUPTVERSAMMLUNG DER AKTION RE
In the year two thousand and twenty-three, on the sixth day of the month of June.
Before us, Ma tre Marc Elvinger, notary residing in Ettelbr ck, Grand Duchy of Luxembourg,
was held an annual and extraordinary general meeting of the shareholders of Alvotech (hereinafter the
Company ), a soci t anonyme, incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies
Register under number B 258884, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, incorporated pursuant to a deed of Ma tre Marc Elvinger, notary
residing in Ettelbruck, Grand Duchy of Luxembourg, on 23 August 2021, published in the Recueil Electronique des Soci t s et Associations on
7 September 2021 under reference RESA_2021_191.217. The articles of association were last amended by deed of the undersigned notary on 28 March 2023, published in the Recueil Electronique des
Soci t s et Associations under reference RESA_2023_073.681 on 4 April 2023.
The meeting opened at 09:00 a.m. CEST with Ms. Tanya Zharov in the chair.
The chairman designated Mr. Alexander Olliges as secretary.
The meeting elects Ms. Berglind Gudmundsdottir as scrutineer.
The board of the meeting having thus been constituted, the chairman declared and requested the undersigned notary to record the following:
I. The shareholders represented, the votes received in writing, the proxyholders of the represented shareholders and the number of their
shares are shown on an attendance list which, signed by the proxyholder of the shareholders and the persons having received proxy to sign the present minutes and by the undersigned notary, shall remain annexed to this deed to be filed at the same
time with the registration authorities.
II. The said proxies and voting forms, initialled by the persons having received proxy to sign
the present minutes and the acting notary, shall remain annexed to this deed to be filed at the same time with the registration authorities.
III. That this general meeting was duly convened by notices containing the agenda of the meeting and published on the RESA number
RESA_2023_098.4 on 5 May 2023, in the Luxembourg Tageblatt, n 105, page 12, on 5 May 2023 as well as via FNS on the Luxembourg Stock Exchange under the address https://www.luxse.com/issuer/Alvotech/111845.
IV. Pursuant to the articles of association of the Company and the Luxembourg law dated 10 August 1915 on commercial companies, as
amended, (i) no resolution is required regarding item (1) of the agenda and (ii) resolutions regarding items 2-8 of the agenda will be passed at a simple majority of the votes validly cast,
without any quorum requirement, and (iii) item 9 of the agenda will be passed at a majority of 2/3 of the votes validly cast and only if a quorum of at least half of the share capital is fulfilled.
V. Pursuant to the attendance list, two hundred three million fifty-three thousand six
hundred eleven (203,053,611) common shares out of two hundred eighty-nine million seven hundred twenty-seven thousand four hundred and sixty-two (289,727,462) issued common shares entitled to vote are
represented and all the shareholders represented declare that they have had due notice knowledge of the agenda prior to the meeting. Considering twenty-six million two hundred twelve thousand six hundred
thirty-three (26,212,633) common shares were held by a subsidiary of the Company on the Record Date and related voting rights suspended, seventy-seven point zero six percent (77.06%) of the shares entitled to vote are represented at the meeting.
VI. The present meeting is thus regularly constituted and may validly deliberate on all the items on the following agenda.
VII. The agenda of the present meeting is the following:
Having duly considered each item on the agenda, the general meeting of shareholders after acknowledging the convening notice and related
documents and upon deliberation took, and required the notary to enact, the following resolutions:
The board of the meeting presents and the general meeting of shareholders acknowledges the management reports of the Board of Directors and the reports of the
independent auditor on the Company s annual financial statements and on the Company s consolidated financial statements for the financial year which ended 31 December 2022.
meeting of shareholders approves the Company s annual financial statements for the financial year ended 31 December 2022 showing a balance sheet total of two billion one hundred eighty-seven million two hundred ninety-nine thousand four
hundred twenty United States dollars (USD 2,187,299,420), as presented by the Board of Directors.
The resolution was passed with:
Consequently the resolution is adopted.
meeting of shareholders approves the consolidated financial statements for the financial year which ended on 31 December 2022 showing a balance sheet total of eight hundred twenty-eight million four hundred forty-three thousand United States
dollars (USD 828,443,000), as presented by the Board of Directors.
The resolution was passed with:
Consequently the resolution is adopted.
meeting of shareholders acknowledges a loss of of thirty million five hundred twenty thousand three hundred twenty-seven United States dollars (USD 30,520,327) and resolves to carry forward such loss to the next financial year.
The resolution was passed with:
Consequently the resolution is adopted.
meeting resolves to grant discharge the following members of the Board of Directors for the exercise of their mandates during the financial year ended 31 December 2022:
The resolution was passed with:
Consequently the resolution is adopted.
meeting resolves to renew the mandate of Deloitte Audit, a soci t responsabilit limit e existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 20, Boulevard de
Kockelscheuer, L-1821 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 67895 as independent auditor (r viseur d entreprises
agr ) of the Company in relation to the Company s annual financial statements and the consolidated financial statements of the Company for the financial year ending on 31 December 2023 until the annual general meeting of
the Company approving such financial statements.
The resolution was passed with:
Consequently the resolution is adopted.
meeting of shareholders resolves by an advisory vote to approve the remuneration policy of the Company for the Board of Directors and the committees of the Company applicable as from 6 June 2023.
The resolution was passed with:
Consequently the resolution is adopted.
meeting of shareholders resolves to approve the remuneration of the Board of Directors which shall come into effect on 6 June 2023, according to which the members of the Board of Directors and the committees of the Company are entitled to the
(a) Annual Board Service Retainer:
(b) Annual Committee Member Service Retainer:
(c) Annual Committee Chair Service Retainer (in lieu of Annual Committee Member Service Retainer):
(d) Equity Compensation for directors: On initial appointment, each director is entitled to receive an equity grant in the form of restricted stock
units equal to a value of USD 250,000 which will vest in three equal annual instalments on the first three anniversaries of the date of the grant. In addition, on the date of each annual general meeting of shareholders of the Company, each director
may, subject to approval by the general meeting of shareholders, receive further grants in the form of stock options for a value of up to USD 230,000 which will be subject to three-year vesting and the exercise price of which will be determined on
the date of the respective annual general meeting.
The resolution was passed with:
Consequently the resolution is adopted.
meeting of shareholders resolves to amend and fully restate the articles of association which shall henceforth read as follows:
Article 1 Name - Legal form
There exists a public limited company (soci t anonyme) under the name Alvotech (the
Company ) which shall be governed by the law of 10 August 1915 on commercial companies, as amended (the Law ), as well as by the present articles of association.
Article 4 Registered office
Article 5 Share capital
Article 6 Authorised capital
Article 7 Shares Transfer of Shares
Article 8 Powers of the general meeting of shareholders
The shareholders exercise their collective rights in the general meeting of shareholders. Any regularly constituted general meeting of
shareholders of the Company shall represent the entire body of shareholders of the Company. The general meeting of shareholders is vested with the powers expressly reserved to it by the Law and by these articles of association.
Article 9 Convening of general meetings of shareholders
Article 10 Conduct of general meetings of shareholders
Article 11 Quorum, majority and vote
Article 12 Amendments of the articles of association
Article 13 Change of nationality
The shareholders may change the nationality of the Company by a resolution of the general meeting of shareholders
adopted in the manner required for an amendment of these articles of association.
Article 14 Adjournment of general meeting of shareholders
Subject to the provisions of the Law, the board of directors may, during the course of any general meeting, adjourn such
general meeting for four (4) weeks. The board of directors shall do so at the request of one or several shareholders representing at least ten per cent (10%) of the share capital of the Company. In the event of an adjournment, any resolution
already adopted by the general meeting of shareholders shall be cancelled.
Article 15 Minutes of general meetings of shareholders
Article 16 Rules applicable in case of listing on a EU Regulated Market
In case the Shares are admitted to trading on a regulated market within the meaning of Directive 2014/65/EU within the territory of the
European Economic Area (the EU Regulated Market ), the provisions of the Luxembourg law of 24 May 2011 on the exercise of certain rights of shareholders at general meetings of listed companies, as amended shall
apply to the relevant Shares notwithstanding anything to the contrary in these articles of association.
Article 17 Composition and powers of the board of directors, board rules
Article 18 Daily management
The daily management of the Company as well as the representation of the Company in relation to such daily management may be delegated to
one or more directors, officers or other agents, acting individually or jointly. Their appointment, removal and powers shall be determined by a resolution of the board of directors.
Article 19 Appointment, removal and term of office of directors