6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of May 2023

Commission File Number: 001-41421

 

 

Alvotech

(Translation of registrant’s name into English)

 

 

9, Rue de Bitbourg,

L-1273 Luxembourg,

Grand Duchy of Luxembourg

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒  Form 20-F                ☐  Form 40-F

 

 

 


INCORPORATION BY REFERENCE

The information contained in this report on Form 6-K, including Exhibits 99.1, 99.2, 99.3 and 99.4, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Annual General Meeting

On May 5, 2023, Alvotech published a convening notice (the “Notice”) to the Annual and Extraordinary General Meeting of Shareholders (the “General Meeting”). The General Meeting will be held on June 6, 2023 at 9 a.m. CEST, at 41A, Avenue John F. Kennedy, L-2082 Luxembourg, Grand Duchy of Luxembourg. A copy of the Notice is furnished as Exhibit 99.1 to this Report on Form 6-K.

On May 5, 2023, Alvotech began mailing proxy cards (“Proxy Cards”) to its shareholders in connection with the General Meeting. Copies of the Proxy Cards are furnished as Exhibits 99.2, 99.3 and 99.4 to this Report on Form 6-K.

On May 5, 2023, Alvotech made the preparatory documents for the General Meeting available on its website, www.alvotech.com, including the Notice, Proxy Cards, voting form, declaration of participation, draft remuneration policy, standalone annual accounts, consolidated accounts, and proposed amended and restated articles of association. Information on the website shall not be deemed part of, or incorporated by reference into, this Report on Form 6-K.


EXHIBIT INDEX

 

Exhibit

No.

   Description
99.1    Convening notice to the Annual and Extraordinary General Meeting of Shareholders.
99.2    Proxy Card
99.3    Proxy Card
99.4    Proxy Card


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    ALVOTECH
Date: May 5, 2023     By:  

/s/ Tanya Zharov

      Name: Tanya Zharov
      Title:   General Counsel
EX-99.1

Exhibit 99.1

Alvotech

Société anonyme

Siège Social: 9, Rue de Bitbourg, L-1273 Luxembourg, Grand-Duché de Luxembourg

R.C.S. Luxembourg: B 258.884

(the “Company”)

CONVENING NOTICE

The shareholders of Alvotech are invited to participate at the

Annual and Extraordinary General Meeting of Shareholders

on 6 June 2023 at 9:00 a.m. CEST

at 41A, Avenue John F. Kennedy, L-2082 Luxembourg, Grand Duchy of Luxembourg


Agenda of the General Meeting of Shareholders of the Company

 

1.

Presentation of the management reports of the board of directors of the Company (the “Board of Directors”) and the reports of the independent auditor (réviseur d’entreprises agréé) on the Company’s annual financial statements and on the consolidated financial statements of the Alvotech group for the financial year ended 31 December 2022.

 

2.

Approval of the Company’s annual financial statements for the financial year ended 31 December 2022.

 

3.

Approval of the consolidated financial statements of the Alvotech group for the financial year ended 31 December 2022.

 

4.

Acknowledgement of the loss of the Company for the financial year ended 31 December 2022 and allocation of result.

 

5.

Granting of discharge (quitus) to (a) Mr. Róbert Wessman, (b) Ms. Ann Merchant, (c) Ms. Lisa Graver, (d) Ms. Linda McGoldrick, (e) Mr. Richard Davies, (f) Mr. Tomas Ekman, (g) Mr. Faysal Kalmoua and (h) Mr. Arni Hardarson for the exercise of their respective mandate as member of the board of directors of the Company during the financial year ended 31 December 2022.

 

6.

Renewal of the mandate of Deloitte Audit as independent auditor (réviseur d’entreprises agréé) of the Company in relation to the Company’s annual financial statements and the consolidated financial statements of the Alvotech group for the financial year ending on 31 December 2023 until the annual general meeting of the Company approving such financial statements.

 

7.

Presentation of and advisory vote on the remuneration policy for the Company applicable as from 6 June 2023.

 

8.

Approval of the remuneration of the board of directors of the Company.

 

9.

Amendment and restatement of the articles of association of the Company in the form published on the website of the Company at https://investors.alvotech.com/corporate-governance/annual-general-meeting-2023 under the title “Proposed Amended and Restated Articles”.

Draft resolutions regarding items 2 to 9 of the agenda are available on the website of the Company at https://investors.alvotech.com/corporate-governance/annual-general-meeting-2023 under the title “Agenda and Proposed Resolutions”.

Date and Place of the Meeting

The annual and extraordinary general meeting of shareholders of the Company will be held on 6 June 2023 at 09:00 a.m. CEST at the premises of Arendt & Medernach S.A. at 41A, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg (the “General Meeting”).

Language

The General Meeting will be held in English language.

 

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Quorum and Majority

Pursuant to the Company’s articles of association and the Luxembourg law dated 10 August 1915 on commercial companies, as amended, resolutions regarding items 2 to 8 of the agenda will be passed at a simple majority of the votes validly cast, regardless of the portion of capital represented, it being understood that item 7 of the agenda constitutes an advisory vote only. Item 1 does not require any votes from the shareholders of the Company. Item 9 of the agenda requires a quorum of 50% of the share capital and the resolution will be validly adopted by at least two-thirds of the votes validly cast in favour by the shareholders participating in the vote. If the aforementioned quorum is not met, the General Meeting may be reconvened by the board of directors and at the reconvened meeting no quorum will be required. Each share is entitled to one vote. Double counting is not permitted.

Right to amend the Agenda or table additional Resolutions

Pursuant to the Company’s articles of association and the Luxembourg law of 24 May 2011 on certain rights of shareholders in listed companies, one or several shareholders representing at least five percent (5%) of the Company’s share capital may request the adjunction of one or several items to the agenda of the General Meeting, provided that the request is accompanied by a justification or draft resolution(s). Such request and justification or draft resolution(s) must be received at the Company’s registered office by registered letter or by e-mail or electronic means (to: alvotech.ir@alvotech.com) at least twenty-two (22) days prior to the date of the General Meeting, i.e. by 15 May 2023 accompanied by a proof of the shareholding of such shareholder(s) and the address or e-mail address which the Company may use in order to deliver the acknowledgment of receipt of such request. The Company must acknowledge receipt of such request within forty-eight (48) hours of receipt of such request. In case such request entails a modification of the agenda of the relevant general shareholders’ meeting, the Company will make an amended agenda available at the latest fifteen (15) days prior to the date of the relevant general meeting, i.e. by 22 May 2023.

Share Capital of the Company

As of the date of this convening notice, the Company’s share capital is set at 2,897,274.62 US dollars represented by 289,727,462 ordinary shares. Each share entitles the holder thereof to one vote.

Right to Participate in the General Meeting

Only shareholders who are holders of European Shares or US Shares on the Record Date (as defined hereafter) are allowed to vote in the General Meeting. The “Record Date” is defined as 23 May 2023 at midnight (24:00 hours) CEST and at 6:00 p.m. (18:00 hours) New York time. Any transferee having become an owner of any shares after the Record Date has no right to vote at the General Meeting.

The Company’s shares are divided into European Shares and US Shares.

European Shares” are the shares listed and trading on Nasdaq Iceland. The centralising agent for the holders of European Shares (the “EU Centralising Agent”) is:

Computershare AB

Box 5267

102 46 Stockholm, Sweden

0771 24 64 00 (calls from Sweden)

+46 771 24 64 00 (calls from outside Sweden)

E-mail: info@computershare.se

 

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US Shares” are the shares listed and trading on The Nasdaq Stock Market LLC. The centralising agent for the US Shares (the “US Centralising Agent”, together with the EU Centralising Agent, the “Centralising Agents”) is:

Computershare Inc.

P.O. Box 43078

Providence, RI 02940-3078

800-736-3001 Toll Free (calls from the US or Canada)

781-575-3100 Toll (calls from outside the US)

E-mail: web.queries@computershare.com

The board of directors of the Company considers that shareholders who provide proof of their shareholding on the Record Date and submit their voting form or provide a proxy as set forth in the below section with the title “Conditions for voting in case of attendance to the General Meeting in person or by proxy” do not have to undertake other formalities to comply with the obligation set out in Art. 5(3) of the Law dated 24 May 2011 on the exercise of certain rights of shareholders. Shareholders participating in person shall register no later than 9:00 a.m. CEST on 1 June 2023 as set forth in the below section with the title “Conditions for voting in case of attendance to the General Meeting in person or by proxy”. Further requirements for participation are set out hereinafter.

Participation in the General Meeting

Shareholders may exercise their voting rights at the General Meeting by attending the General Meeting in person, providing a voting form or by appointing a proxy in the manner described below.

 

1.

Conditions for voting in case of attendance to the General Meetings in person or by proxy

 

  (i)

Holders of shares whose ownership is directly recorded in the shareholder register

Shareholders who own shares of the Company on the Record Date and whose ownership is directly recorded in their own name in the Company’s share register, should announce their intention to participate and vote at the General Meeting by (i) returning their proxy card or (ii) indicating their participation in person to the relevant Centralising Agent. A form of declaration of participation and a form of proxy, which may be used, are made available on the website of the Company at https://investors.alvotech.com/corporate-governance/annual-general-meeting-2023 under the titles “US Proxy Card” and “Declaration of Participation”. The declaration of participation or proxy form must be received no later than 9:00 a.m. CEST on 1 June 2023.

 

  (ii)

Holders of shares whose ownership is indirectly recorded in the shareholder register

Holders of European Shares on the Record Date whose ownership is indirectly recorded, through a clearing system and who wish to attend and vote at the General Meeting in person or grant a proxy must (i) ask their financial intermediary (bank, broker or other financial institution or intermediary) to provide a certificate certifying their shareholding at the Record Date and, as applicable, (ii) provide a proxy or a declaration of participation, and send such documents to the EU Centralising Agent at the address referred to above who must receive it no later than 9:00 a.m. CEST on 1 June 2023.

 

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The certificate must indicate the identity of the owner of the Company’s shares, the number of shares held, and a statement that the relevant shares were registered in the financial intermediary’s records in the holder’s name on the Record Date (the “Registration Certificate”).

A form of declaration of participation and a form of proxy, which may be used, are made available on the website of the Company at https://investors.alvotech.com/corporate-governance/annual-general-meeting-2023 under the titles “EU Proxy and Voting Form” and “Declaration of Participation”. Holders of European Shares who wish to revoke their proxy may do so by timely delivering a properly executed later-dated proxy or voting form to the EU Centralising Agent no later than 9:00 a.m. CEST on 1 June 2023, or by attending and voting in person at the General Meeting.

When the EU Centralising Agent has received the Registration Certificate, an attendance card will be sent to the relevant shareholder or proxyholder, as applicable.

Holders of US Shares on the Record Date whose ownership is indirectly recorded, through a clearing system and who wish to attend and vote at the General Meeting in person must have their financial intermediary (bank or other financial institution or intermediary) or its agent where their shares are on deposit issue a legal proxy to them. The legal proxy will confirm that they owned the relevant number of US Shares on the Record Date and are authorised to attend and vote at the General Meeting. The holders of US Shares must bring the legal proxy received from their financial intermediary to the General Meeting; the proxy will serve as attendance card for the General Meeting.

Holders of European Shares or US Shares who wish to attend the General Meeting in person must further bring a proof of their identity (in the form of a non-expired identity card or passport) to the General Meeting.

 

2.

Conditions for voting electronically and through voting forms

 

  (i)

European Shares

For holders of European Shares on the Record Date whose ownership is indirectly recorded, through a clearing system and who wish to provide voting instructions electronically or to vote through voting form, the EU Centralising Agent must obtain no later than 9:00 a.m. CEST on 1 June 2023 confirmation of shareholding on the Record Date.

Shareholders may cast their votes by sending a voting form to the EU Centralising Agent by mail, e-mail or by any other means indicated on the form no later than on 9:00 a.m. CEST on 1 June 2023. Only voting forms provided by (i) the Company on its website at https://investors.alvotech.com/corporate-governance/annual-general-meeting-2023 under the title “EU Proxy and Voting Form” or (ii) their financial intermediary in accordance with the voting procedures and instructions received may be used. Voting forms shall be signed (including electronically) and should be returned in accordance with the instructions on the form.

Shareholders having submitted a voting form and who wish to revoke such voting form may do so by timely providing a later dated voting or proxy form or cancelling the voting form in writing to the EU Centralising Agent at the address referred to above. The votes or voting instructions lodged via a physical proxy form, voting form or electronically by 9:00 a.m. CEST on 1 June 2023, if correctly submitted, will replace any previously submitted proxy form, voting form or voting instructions.

 

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Shareholders who wish to submit the appointment of their proxy votes electronically, may view the General Meeting materials and register their votes by using the online platform at www.investorvote.com/alvotech and following the relevant instructions on the screen. You will need your login details comprising of the Identification No. and the code, which can be located on the front page of the notice and access letter provided to you. To be valid, your votes must be lodged by no later than 9:00 a.m. CEST on 1 June 2023.

 

  (ii)

US Shares

Holders of US Shares on the Record Date who are unable to attend the General Meeting in person must follow the voting procedures and instructions received from their financial intermediary or, as the case may be, its procedures on changing or revoking voting instructions.

 

3.

Request for information and contact details of Centralising Agents

A copy of the documentation related to the General Meeting is available from the date of publication of this convening notice on the Company’s website at https://investors.alvotech.com/corporate-governance/annual-general-meeting-2023.

Shareholders requiring more information may do so by:

 

   

Contacting the Centralising Agents at their addresses referred to above

 

   

Contacting the Company’s Investor Relations Department: alvotech.ir@alvotech.com

Luxembourg, 2 May 2023, for the board of directors

/s/ Tanya Zharov

Name : Tanya Zharov

Title :   General Counsel and Authorized Signatory

 

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EX-99.2

Exhibit 99.2

Alvotech

Société anonyme

Registered office: 9, rue de Bitbourg, L-1273 Luxembourg

Grand Duchy of Luxembourg

R.C.S. Luxembourg: B258884

(the “Company”)

 

 

PROXY AND VOTING FORM

FOR THE ANNUAL AND EXTRAORDINARY GENERAL MEETING OF THE COMPANY

TO BE HELD ON 6 JUNE 2023 AT 9:00 A.M. (CEST) AT 41A, AVENUE JOHN F. KENNEDY,

L-2082 LUXEMBOURG, GRAND DUCHY OF LUXEMBOURG

 

 

Dear Shareholder,

If on 23 May 2023 at midnight (24:00 hours) CEST (the “Record Date”), you are holding one or more share(s) of

Alvotech

a société anonyme existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B258884, you are entitled to participate at the annual and extraordinary general meeting of shareholders of the Company which will be held on 6 June 2023 at 09:00 a.m. CEST at 41A, Avenue John F. Kennedy, L-2082 Luxembourg, Grand Duchy of Luxembourg and during which the shareholders shall deliberate and vote on the following agenda (the “General Meeting”):

AGENDA

 

1.

Presentation of the management reports of the board of directors of the Company (the “Board of Directors”) and the reports of the independent auditor (réviseur d’entreprises agréé) on the Company’s annual financial statements and on the consolidated financial statements of the Alvotech group for the financial year ended 31 December 2022.

 

2.

Approval of the Company’s annual financial statements for the financial year ended 31 December 2022.

 

3.

Approval of the consolidated financial statements of the Alvotech group for the financial year ended 31 December 2022.

 

4.

Acknowledgement of the loss of the Company for the financial year ended 31 December 2022 and allocation of result.

 

5.

Granting of discharge (quitus) to (a) Mr. Róbert Wessman, (b) Ms. Ann Merchant, (c) Ms. Lisa Graver, (d) Ms. Linda McGoldrick, (e) Mr. Richard Davies, (f) Mr. Tomas Ekman, (g) Mr. Faysal Kalmoua and (h) Mr. Arni Hardarson for the exercise of their respective mandate as member of the board of directors of the Company during the financial year ended 31 December 2022.

 

1


6.

Renewal of the mandate of Deloitte Audit as independent auditor (réviseur d’entreprises agréé) of the Company in relation to the Company’s annual financial statements and the consolidated financial statements of the Alvotech group for the financial year ending on 31 December 2023 until the annual general meeting of the Company approving such financial statements.

 

7.

Presentation of and advisory vote on the remuneration policy for the Company applicable as from 6 June 2023.

 

8.

Approval of the remuneration of the board of directors of the Company.

 

9.

Amendment and restatement of the articles of association of the Company in the form published on the website of the Company at https://investors.alvotech.com/corporate-governance/annual-general-meeting-2023 under the title “Proposed Amended and Restated Articles”.

In case you do not wish to attend the General Meeting in person, you can appoint another person as your representative by means of a proxy, or alternatively, you can vote by providing a voting form.

The board of directors of the Company considers that shareholders who provide proof of their shareholding on the Record Date and submit a voting form or provide a form of proxy as set forth below do not have to undertake other formalities to comply with the obligation set out in Article 5(3) of the Law dated 24 May 2011 on the exercise of certain rights of shareholders at general meetings of listed companies.

In case you wish to grant a proxy, please complete and sign a form of proxy in the form of the enclosed Schedule 1. Please return the form of proxy no later than 1 June 2023 at 09:00 a.m. (CEST) by mail, fax or e-mail to the centralising agent for shares listed and trading on Nasdaq Iceland (the “EU Centralising Agent”) at:

Computershare AB

Box 5267

102 46 Stockholm, Sweden

0771 24 64 00 (calls from Sweden)

+46 771 24 64 00 (calls from outside Sweden)

E-mail: info@computershare.se

In case you wish to vote by voting form, please complete and sign the voting form attached hereto as Schedule 2 and return it no later than on 1 June 2023 at 09:00 a.m. (CEST) by mail, fax or by e-mail to the EU Centralising Agent at the address referred to above. Only voting forms provided by the Company in the form of the enclosed Schedule 2 (Voting Form) may be used and only signed voting forms are being taken into account.

In case a shareholder provides a proxy and a voting form at the same time, the voting form shall prevail. Shareholders having submitted a voting form but who wish to revoke such voting form may do so by providing a later dated proxy or voting form, or by cancelling the voting form in writing to the EU Centralising Agent of the Company at the address referred to above in a timely fashion and in any case no later than on 1 June 2023 at 09:00 a.m. (CEST).

If your ownership of shares is indirectly recorded, through a clearing system, please ask your financial intermediary (bank, broker or other financial institution or intermediary) to send you a certificate certifying your shareholding at the Record Date and provide such certificate to the EU Centralising Agent at the address referred to above no later than 9:00 a.m. CEST on 1 June 2023.

 

2


Schedule 1

 

 

FORM OF PROXY

FOR THE ANNUAL AND EXTRAORDINARY GENERAL MEETING OF ALVOTECH (THE “GENERAL MEETING”)

TO BE HELD ON 6 JUNE 2023 AT 9:00 A.M. (CEST) AT 41A, AVENUE JOHN F. KENNEDY,

L-2082 LUXEMBOURG, GRAND DUCHY OF LUXEMBOURG

 

 

The undersigned,

 

 

(If an individual: please indicate First and Family Name, Address and E-mail Address)

 

 

(If a company: please indicate Name or Company Name, Registered office, Registration Authority and

Number, Address and E-mail Address)

who is a holder of                  ordinary shares, as shown on the attached copy/-ies of the certificate(s) evidencing the shareholding on 23 May 2023 at midnight (24:00 hours) CEST (the “Record Date”), of

Alvotech

a société anonyme existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B258884 (the “Company”) hereby gives irrevocable proxy to

 

Mr. Róbert Wessman, Ms. Tanya Zharov and/or Mr. Alexander Olliges, each acting individually and with full power of substitution

 

                                                                                                                                                                                                         

(First and Family Name, Date and Place of Birth, Address of proxy holder)

 

3


to represent the undersigned at the General Meeting of the Company in order to deliberate and vote as follows on the agenda items when they are presented to the meeting:

AGENDA OF THE GENERAL MEETING

 

1.  Presentation of the management reports of the board of directors of the Company (the “Board of Directors”) and the reports of the independent auditor (réviseur d’entreprises agréé) on the Company’s annual financial statements and on the consolidated financial statements of the Alvotech group for the financial year ended 31 December 2022.

   No vote required

2.  Approval of the Company’s annual financial statements for the financial year ended 31 December 2022.

  

YES

  

NO

  

ABSTAIN

3.  Approval of the consolidated financial statements of the Alvotech group for the financial year ended 31 December 2022.

  

YES

  

NO

  

ABSTAIN

4.  Acknowledgement of the loss of the Company for the financial year ended 31 December 2022 and allocation of result.

  

YES

  

NO

  

ABSTAIN

5.  Granting of discharge (quitus) to (a) Mr. Róbert Wessman, (b) Ms. Ann Merchant, (c) Ms. Lisa Graver, (d) Ms. Linda McGoldrick, (e) Mr. Richard Davies, (f) Mr. Tomas Ekman, (g) Mr. Faysal Kalmoua and (h) Mr. Arni Hardarson for the exercise of their respective mandate as member of the board of directors of the Company during the financial year ended 31 December 2022.

  

YES

  

NO

  

ABSTAIN

6.  Renewal of the mandate of Deloitte Audit as independent auditor (réviseur d’entreprises agréé) of the Company in relation to the Company’s annual financial statements and the consolidated financial statements of the Alvotech group for the financial year ending on 31 December 2023 until the annual general meeting of the Company approving such financial statements.

  

YES

  

NO

  

ABSTAIN

7.  Presentation of and advisory vote on the remuneration policy for the Company applicable as from 6 June 2023.

  

YES

  

NO

  

ABSTAIN

8.  Approval of the remuneration of the board of directors of the Company.

  

YES

  

NO

  

ABSTAIN

9.  Amendment and restatement of the articles of association of the Company in the form published on the website of the Company at https://investors.alvotech.com/corporate-governance/annual-general- meeting-2023 under the title “Proposed Amended and Restated Articles”.

  

YES

  

NO

  

ABSTAIN

 

4


Any omission, unclearly expressed or contradictory choice in one or more of the various voting instruction options provided above will be considered as an instruction to abstain from voting in respect of the proposed resolution of the respective meeting.

In case of a conflict of interest, the proxyholder shall disclose certain specified facts which may be relevant for the undersigned in assessing any risk that the proxyholder might pursue any interest other than the interest of the undersigned.

This proxy can be revoked by delivering a properly executed later-dated proxy or voting form or a declaration to revoke such proxy to the EU Centralising Agent in a timely fashion and in any case no later than on 1 June 2023 at 9:00 a.m. (CEST).

This proxy and the rights, obligations and liabilities of the undersigned and the proxyholder hereunder shall be governed by the laws of Luxembourg, with the exception of its rules of conflict of laws.

Any claims, disputes or disagreements arising under, in connection with or by reason of these proxies shall be brought by the undersigned and the proxy holder in the courts of the city of Luxembourg, and each of the undersigned and the proxy holder hereby submits to the exclusive jurisdiction of such courts in any such actions or proceeding and waives any objection to the jurisdiction or venue of such courts.

Signed on              2023.

 

            

Name:
By:
Title:

 

5


Schedule 2

 

 

VOTING FORM

FOR THE ANNUAL AND EXTRAORDINARY GENERAL MEETING OF ALVOTECH (THE “GENERAL MEETING”)

TO BE HELD ON 6 JUNE 2023 AT 9:00 A.M. (CEST) AT 41A, AVENUE JOHN F. KENNEDY,

L-2082 LUXEMBOURG, GRAND DUCHY OF LUXEMBOURG

 

 

The undersigned,

 

 

(If an individual: please indicate First and Family Name, Address and E-mail Address)

 

 

(If a company: please indicate Name or Company Name, Registered office, Registration Authority and

Number, Address and E-mail Address)

who is a holder of              ordinary shares, as shown on the attached copy/-ies of the certificate(s) evidencing the shareholding on 23 May 2023 at midnight (24:00 hours) CEST (the “Record Date”), of

Alvotech

a société anonyme incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B258884 (the “Company”), hereby declares that he/she/it is not attending the General Meeting in person with the following agenda:

AGENDA

 

  1.

Presentation of the management reports of the board of directors of the Company (the “Board of Directors”) and the reports of the independent auditor (réviseur d’entreprises agréé) on the Company’s annual financial statements and on the consolidated financial statements of the Alvotech group for the financial year ended 31 December 2022.

 

  2.

Approval of the Company’s annual financial statements for the financial year ended 31 December 2022.

 

  3.

Approval of the consolidated financial statements of the Alvotech group for the financial year ended 31 December 2022.

 

6


  4.

Acknowledgement of the loss of the Company for the financial year ended 31 December 2022 and allocation of result.

 

  5.

Granting of discharge (quitus) to (a) Mr. Róbert Wessman, (b) Ms. Ann Merchant, (c) Ms. Lisa Graver, (d) Ms. Linda McGoldrick, (e) Mr. Richard Davies, (f) Mr. Tomas Ekman, (g) Mr. Faysal Kalmoua and (h) Mr. Arni Hardarson for the exercise of their respective mandate as member of the board of directors of the Company during the financial year ended 31 December 2022.

 

  6.

Renewal of the mandate of Deloitte Audit as independent auditor (réviseur d’entreprises agréé) of the Company in relation to the Company’s annual financial statements and the consolidated financial statements of the Alvotech group for the financial year ending on 31 December 2023 until the annual general meeting of the Company approving such financial statements.

 

  7.

Presentation of and advisory vote on the remuneration policy for the Company applicable as from 6 June 2023.

 

  8.

Approval of the remuneration of the board of directors of the Company.

 

  9.

Amendment and restatement of the articles of association of the Company in the form published on the website of the Company at https://investors.alvotech.com/corporate-governance/annual-general-meeting-2023 under the title “Proposed Amended and Restated Articles”.

The undersigned hereby votes as follows on the proposed resolutions of the General Meeting:

First resolution

Decision: The general meeting of shareholders approves the Company’s annual financial statements for the financial year ended 31 December 2022.

(please mark your decision by a cross in the corresponding space reserved to that effect below)

 

YES:

  

NO:

  

ABSTENTION:

  

 

7


Second resolution

Decision : The general meeting of shareholders approves the consolidated financial statements of the Alvotech group for the financial year ended 31 December 2022.

(please mark your decision by a cross in the corresponding space reserved to that effect below)

 

YES:

  

NO:

  

ABSTENTION:

  

Third resolution:

Decision: The general meeting of shareholders acknowledges that the Company made a loss of USD 30,521,443 with respect to the financial year ended 31 December 2022 and resolves to carry forward such loss to the next financial year.

(please mark your decision by a cross in the corresponding space reserved to that effect below)

 

YES:

  

NO:

  

ABSTENTION:

  

Fourth resolution:

Decision: The General Meeting resolves to grant discharge to (a) Mr. Róbert Wessman, (b) Ms. Ann Merchant, (c) Ms. Lisa Graver, (d) Ms. Linda McGoldrick, (e) Mr. Richard Davies, (f) Mr. Tomas Ekman, (g) Mr. Faysal Kalmoua and (h) Mr. Arni Hardarson for the exercise of their respective mandate as member of the board of directors of the Company during the financial year ended 31 December 2022.

(please mark your decision by a cross in the corresponding space reserved to that effect below)

 

YES:

  

NO:

  

ABSTENTION:

  

 

8


Fifth resolution:

Decision : The general meeting of shareholders resolves to renew the mandate of Deloitte Audit, a société à responsabilité limitée 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 (réviseur d’entreprises agréé) of the Company in relation to the Company’s annual financial statements and the consolidated financial statements of the Alvotech group for the financial year ending on 31 December 2023 until the annual general meeting of the Company approving such financial statements.

(please mark your decision by a cross in the corresponding space reserved to that effect below)

 

YES:

  

NO:

  

ABSTENTION:

  

Sixth resolution:

Background: The Company is subject to the Luxembourg law of 24 May 2011 on the exercise of certain rights of shareholders at general meetings, as amended (the “Luxembourg Shareholders’ Rights Law”), which requires that the Company has a policy in place regarding the remuneration of the members of its Board of Directors (the “Remuneration Policy”). In addition to the remuneration of directors, the Remuneration Policy sets out, inter alia, the role and composition of the compensation committee of the Company.

The remuneration of the Board of the Directors, as set out in the Remuneration Policy, comprises a fixed remuneration and a participation in an equity incentive plan.

Decision: The general meeting of shareholders resolves by an advisory vote to approve the Remuneration Policy for the Board of Directors of the Company.

(please mark your decision by a cross in the corresponding space reserved to that effect below)

 

YES:

  

NO:

  

ABSTENTION:

  

 

9


Seventh resolution:

Decision : The general meeting of shareholders resolves to approve the following remuneration to which the members of the board of directors and the committees of the Company are entitled:

(a) Annual Board Service Retainer:

 

 

All eligible directors: USD 50,000

 

 

Executive chairperson: USD 20,000 (in addition to the regular Annual Board Service Retainer)

 

 

Deputy chairperson: USD 25,000 (in addition to the regular Annual Board Service Retainer)

(b) Annual Committee Member Service Retainer:

 

 

Member of the audit committee: USD 10,000

 

 

Member of the compensation committee: USD 10,000

 

 

Member of the nominating committee: USD 10,000

(c) Annual Committee Chair Service Retainer (in lieu of Annual Committee Member Service Retainer):

 

 

Chair of the audit committee: USD 20,000

 

 

Chair of the compensation committee: USD 20,000

 

 

Chair of the nominating committee: USD 20,000

(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.

(please mark your decision by a cross in the corresponding space reserved to that effect below)

 

YES:

  

NO:

  

ABSTENTION:

  

Eighth resolution:

Background: As a consequence of the additional listing of shares on the regulated market of Nasdaq Iceland, the Company shall further comply with the provisions of the law of the main market in Iceland. The Luxembourg Shareholders’ Rights Law shall also apply to the Company and it is therefore suggested to amend the articles of association notably to align them with such additional provisions.

Decision: The general meeting of shareholders resolves to amend and fully restate the articles of association in the form published on the website of the Company at https://investors.alvotech.com/corporate-governance/annual-general-meeting-2023 under the title “Proposed Amended and Restated Articles”.

(please mark your decision by a cross in the corresponding space reserved to that effect below)

 

10


Background: As a consequence of the additional listing of shares on the regulated market of Nasdaq Iceland, the Company shall further comply with the provisions of the law of the main market in Iceland. The Luxembourg Shareholders’ Rights Law shall also apply to the Company and it is therefore suggested to amend the articles of association notably to align them with such additional provisions.

Decision: The general meeting of shareholders resolves to amend and fully restate the articles of association in the form published on the website of the Company at https://investors.alvotech.com/corporate-governance/annual-general-meeting-2023 under the title “Proposed Amended and Restated Articles”.

 

YES:

  

NO:

  

ABSTENTION:

  

Any voting form not clearly showing a vote in favor, against or an abstention is void.

Any omission, unclearly expressed or contradictory choice in one or more of the various voting options provided above are going to be considered as an abstention from voting for the relevant resolution of the respective meeting.

The present voting form must be returned to the EU Centralising Agent by mail, fax or by e-mail no later than on 1 June 2023 at 9:00 (CEST).

Shareholders having submitted a voting form but who wish to revoke such voting form may do so by providing a later dated proxy or voting form or cancelling the voting form in writing to the EU Centralising Agent of the Company in a timely fashion and in any case no later than on 1 June 2023 at 9:00 (CEST).

This voting form and the rights, obligations and liabilities of the undersigned hereunder shall be governed by the laws of the Grand Duchy of Luxembourg, with the exception of its rules of conflict of laws.

Any claims, disputes or disagreements arising under, in connection with or by reason of this voting form shall be brought by the undersigned and the Company in the courts of the city of Luxembourg, and each of the undersigned and the Company hereby submits to the exclusive jurisdiction of such courts in any such actions or proceeding and waives any objection to the jurisdiction or venue of such courts.

Signed on              2023.

 

        

Name:
By:
Title:

 

11

EX-99.3

Exhibit 99.3

 

LOGO

 

                 LOGO

 

LOGO

 

Using a black ink pen, mark your votes with an X as shown in this example.   LOGO
Please do not write outside the designated areas.

 

 

  2023 Annual and Extraordinary General Meeting Proxy Card

 

 

LOGO  IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. LOGO

– – – – –  – – –  – –  – – –  – – – – – – – – – – – – – – – – – – – –  – – –  – –  – –  – –  – –  – – –  – –  – –  – – – –  –  – – –  – –  – – –  –  – – –  – – –  – – –  – –  – – –  – –  –

 

 A    The Board of Directors recommends a vote FOR Proposals 2 to 9      LOGO

 

          For   Against   Abstain

1. Presentation of the management reports of the board of directors of the Company (the “Board of Directors”) and the reports of the independent auditor (réviseur d’entreprises agréé) on the Company’s annual financial statements and on the consolidated financial statements of the Alvotech group for the financial year ended 31 December 2022.

       

2. Approval of the Company’s annual financial statements for the financial year ended 31 December 2022.

     
  For   Against   Abstain        

3. Approval of the consolidated financial statements of the Alvotech group for the financial year ended 31 December 2022.

       

4. Acknowledgement of the loss of the Company for the financial year ended 31 December 2022 and allocation of result.

     

5. Granting of discharge (quitus) to (a) Mr. Róbert Wessman, (b) Ms. Ann Merchant, (c) Ms. Lisa Graver, (d) Ms. Linda McGoldrick, (e) Mr. Richard Davies, (f) Mr. Tomas Ekman, (g) Mr. Faysal Kalmoua and (h) Mr. Arni Hardarson for the exercise of their respective mandate as member of the board of directors of the Company during the financial year ended 31 December 2022.

       

6. Renewal of the mandate of Deloitte Audit as independent auditor (réviseur d’entreprises agréé) of the Company in relation to the Company’s annual financial statements and the consolidated financial statements of the Alvotech group for the financial year ending on 31 December 2023 until the annual general meeting of the Company approving such financial statements.

     

7. Presentation of and advisory vote on the remuneration policy for the Company applicable as from 6 June 2023.

       

8. Approval of the remuneration of the board of directors of the Company.

     

9. Amendment and restatement of the articles of association of the Company in the form published on the website of the Company at https://investors.alvotech.com/corporate- governance/annual-general-meeting-2023 under the title “Proposed Amended and Restated Articles”.

             

 

      1 U P X    5 7 8 0 7 6    +
                       03TLEC         


 

LOGO  IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. LOGO

– – – – –  – – –  – –  – – –  – – – – – – – – – – – – – – – – – – – –  – – –  – –  – –  – –  – –  – – –  – –  – –  – – – –  –  – – –  – –  – – –  –  – – –  – – –  – – –  – –  – – –  – –  – 

 

 

  Proxy – Alvotech

 

   LOGO

Notice of 2023 Annual and Extraordinary General Meeting of Shareholders

Proxy Solicited by the Board of Directors for the 2023 Annual and Extraordinary General Meeting – June 6, 2023

Mr. Robert Wessman, Ms. Tanya Zharov and Mr. Alexander Olliges, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares held of record by the undersigned as of May 23, 2023 at 6:00pm New York Time, with all the powers which the undersigned would possess if personally present, at the Annual and Extraordinary General Meeting of Shareholders of Alvotech to be held on June 6, 2023, at 9:00am Central European Summer Time or at any postponement or adjournment thereof. Any disputes arising out of or in connection with this proxy shall be submitted exclusively to the courts of the city of Luxembourg, Grand Duchy of Luxembourg.

Shares represented by this proxy will be voted by the shareholder. Any omission, unclearly expressed or contradictory choice in one or more of the various voting instruction options provided above will be considered as an instruction to ABSTAIN from voting in respect of the proposed resolution of the respective meeting.

(Items to be voted appear on reverse side)

 

 B    Authorized Signatures – This section must be completed for your vote to count. Please date and sign below.

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

 

Date (mm/dd/yyyy) – Please print date below.      Signature 1 – Please keep signature within the box.      Signature 2 – Please keep signature within the box.
       
/        /                           

 

            +
EX-99.4

Exhibit 99.4

 

                LOGO   
   LOGO         
       

LOGO     C123456789

 

           000000000.000000 ext    000000000.000000 ext
           000000000.000000 ext    000000000.000000 ext
           000000000.000000 ext    000000000.000000 ext
LOGO           LOGO         
 

 

LOGO

  

 

MR A SAMPLE

        
   DESIGNATION (IF ANY)         
   ADD 1         
   ADD 2         
   ADD 3         
     ADD 4         
     ADD 5         
          ADD 6         
             

 

 

Using a black ink pen, mark your votes with an X as shown in this example.   LOGO
Please do not write outside the designated areas.

 

  2023 Annual and Extraordinary General Meeting Proxy Card

 

LOGO   IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.    LOGO

— — — — — — — — — — —  — — — — — — — — — — — — — —— — — — — — —  — — — — — — — — — — — — — — — — — —  —

 

 A    The Board of Directors recommends a vote FOR Proposals 2 to 9      LOGO

 

          For   Against   Abstain

1. Presentation of the management reports of the board of directors of the Company (the “Board of Directors”) and the reports of the independent auditor (réviseur d’entreprises agréé) on the Company’s annual financial statements and on the consolidated financial statements of the Alvotech group for the financial year ended 31 December 2022.

       

2. Approval of the Company’s annual financial statements for the financial year ended 31 December 2022.

     
  For   Against   Abstain        

3. Approval of the consolidated financial statements of the Alvotech group for the financial year ended 31 December 2022.

       

4. Acknowledgement of the loss of the Company for the financial year ended 31 December 2022 and allocation of result.

     

5. Granting of discharge (quitus) to (a) Mr. Róbert Wessman, (b) Ms. Ann Merchant, (c) Ms. Lisa Graver, (d) Ms. Linda McGoldrick, (e) Mr. Richard Davies, (f) Mr. Tomas Ekman, (g) Mr. Faysal Kalmoua and (h) Mr. Arni Hardarson for the exercise of their respective mandate as member of the board of directors of the Company during the financial year ended 31 December 2022.

       

6. Renewal of the mandate of Deloitte Audit as independent auditor (réviseur d’entreprises agréé) of the Company in relation to the Company’s annual financial statements and the consolidated financial statements of the Alvotech group for the financial year ending on 31 December 2023 until the annual general meeting of the Company approving such financial statements.

     

7. Presentation of and advisory vote on the remuneration policy for the Company applicable as from 6 June 2023.

       

8. Approval of the remuneration of the board of directors of the Company.

     

9. Amendment and restatement of the articles of association of the Company in the form published on the website of the Company at https://investors.alvotech.com/corporate- governance/annual-general-meeting-2023 under the title “Proposed Amended and Restated Articles”.

             

 

    LOGO  

C 1234567890

 

   J N T    

MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE

140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND

MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND

MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND

 
  1 U P X   5 7 8 0 7 6       +
                      03TLDC       


Admission Ticket for the 2023 Annual and Extraordinary Meeting of Alvotech

June 6, 2023, 9:00am Central European Summer Time

Arendt House

41A, avenue JF Kennedy, L-2082 Luxembourg, Grand Duchy of Luxembourg

Upon arrival, please present this admission ticket and photo identification at the registration desk.

LOGO  IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.   LOGO

— — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — — 

 

 

  Proxy – Alvotech

 

      LOGO

Notice of 2023 Annual and Extraordinary General Meeting of Shareholders

Proxy Solicited by the Board of Directors for the 2023 Annual and Extraordinary General Meeting – June 6, 2023

Mr. Robert Wessman, Ms. Tanya Zharov and Mr. Alexander Olliges, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares held of record by the undersigned as of May 23, 2023 at 6:00pm New York Time, with all the powers which the undersigned would possess if personally present, at the Annual and Extraordinary General Meeting of Shareholders of Alvotech to be held on June 6, 2023, at 9:00am Central European Summer Time or at any postponement or adjournment thereof. Any disputes arising out of or in connection with this proxy shall be submitted exclusively to the courts of the city of Luxembourg, Grand Duchy of Luxembourg.

Shares represented by this proxy will be voted by the shareholder. Any omission, unclearly expressed or contradictory choice in one or more of the various voting instruction options provided above will be considered as an instruction to ABSTAIN from voting in respect of the proposed resolution of the respective meeting.

(Items to be voted appear on reverse side)

 

 B    Authorized Signatures – This section must be completed for your vote to count. Please date and sign below.
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) – Please print date below.      Signature 1 – Please keep signature within the box.      Signature 2 – Please keep signature within the box.
          /          /                                                    

 

 C    Non-Voting Items

 

Change of Address – Please print new address below.        Comments – Please print your comments below.
                                                
    +