Full Press Release Details
Notice of annual general meeting of Calliditas
Therapeutics AB (publ)
The shareholders of Calliditas Therapeutics
AB (publ), Reg. No. 556659-9766, with registered office in Stockholm, are summoned to the annual general meeting on Thursday 27 May 2021.
In order to mitigate the spread of Covid-19, the
Board of Directors has decided that the annual general meeting will be conducted by advance voting only, without physical presence of
shareholders, proxies and third parties.
Calliditas Therapeutics welcomes all shareholders
to exercise their voting rights at this annual general meeting through advance voting on the basis of temporary statutory rules, according
to the procedure set out below. Information on the resolutions passed at the annual general meeting will be published on 27 May 2021,
as soon as the result of the voting has been finally confirmed.
In the advance voting form, the shareholders may
request that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general
meeting, which cannot be conducted solely by way of advance voting. Such continued general meeting shall take place if the annual general
meeting so resolves or if shareholders with at least one tenth of all shares in the company so request. The shareholders are reminded
of their right to request information according to Chapter 7, Section 32 of the Swedish Companies Act. A request for such information
shall be made in writing to Calliditas Therapeutics AB (publ), att. Fredrik Johansson, Kungsbron 1 C8, SE-111 22 Stockholm, Sweden, or
by e-mail to fredrik.johansson@calliditas.com no later than 17 May 2021.
Shareholders who wish to participate, through
advance voting, in the meeting must:
(a) be recorded in the share register maintained
by Euroclear Sweden AB on Wednesday 19 May 2021, and
(b) notify Calliditas Therapeutics of their intention
to participate in the annual general meeting by casting their advance votes in accordance with the instructions under the heading "Advance
voting" below, so that the advance voting form is received by Euroclear Sweden AB no later than on Wednesday 26 May 2021.
Shareholders whose shares are registered in the
name of a nominee through a bank or a securities institution must temporarily re-register their shares in their own names to be entitled
to participate in the meeting. Such registration, which may be temporary, must be duly effected in the share register maintained by Euroclear
Sweden AB on Friday 21 May 2021, and the shareholders must therefore advise their nominees well in advance of this date.
The shareholders may only exercise their voting
rights at the annual general meeting by voting in advance, so-called postal voting in accordance with Section 22 of the Act (2020:198)
on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form shall be used
for advance voting. The form is available on Calliditas Therapeutics' website, www.calliditas.se. The advance voting form is considered
as the notification of participation.
The completed voting form must be received
by Euroclear Sweden AB no later than Wednesday 26 May 2021. The form may be submitted via e-mail to
GeneralMeetingService@euroclear.com or by post to Calliditas Therapeutics AB (publ), Annual General Meeting 2021, c/o Euroclear
Sweden, Box 191, SE-101 23 Stockholm. Shareholders who are natural persons may also cast their advance votes electronically through
BankID verification via Euroclear Sweden AB's website. If the shareholder votes in advance by proxy, a power of attorney shall
be enclosed to the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be
enclosed to the form. 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.
For questions regarding the annual general meeting
or to have the advance voting form sent by post, please contact Euroclear Sweden AB, by telephone +46 8 402 91 33 (Monday-Friday 09:00-16:00
Number of shares and votes
As per the date of this notice there are a total
of 49,941,584 shares outstanding in the company that entitle to one vote per share at the general meeting. As per the date of this notice
the company holds no treasury shares.
Item 1, 8-12 - The nomination committee's
proposal to the annual general meeting 2021
The nomination committee of Calliditas Therapeutics,
which consists of Elmar Schnee (chairman of the Board of Directors), Patrik Sobocki (Stiftelsen Industrifonden), Spike Loy (BVF) and Karl
Tobieson (Linc AB), proposes the following:
A presentation of the individuals proposed for
re-election is available at www.calliditas.se/en/.
Item 2 - Election of one or two persons to
The Board proposes that Patrik Sobocki (Stiftelsen
Industrifonden) and Karl Tobieson (Linc AB), or if one or both of them have an impediment to attend, the person or persons instead appointed
by the Board, are elected to approve the minutes of the annual general meeting together with the chairman. The task of approving the minutes
of the annual general meeting also includes verifying the voting register and that the advance votes received are correctly stated in
the minutes of the annual general meeting.
Item 3 - Preparation and approval of the
The voting register proposed for approval is the
voting register drawn up by Euroclear Sweden AB on behalf of Calliditas Therapeutics, based on the annual general meeting's share
register and advance votes received, as verified and recommended by the persons attesting the minutes.
Item 7b - Allocation of the company's
profit or loss according to the adopted balance sheet
The Board of Directors proposes that no dividends
shall be paid for the financial year 2020.
Item 13 - Resolution on principles
for appointing the nomination committee
The nomination committee proposes that the annual
general meeting resolves that the principles for appointing the nomination committee shall be left unchanged from the previous year, in
accordance with the below.
The nomination committee shall be composed of
the chairman of the Board of Directors together with one representative of each of the three largest shareholders, based on ownership
in the company as of the expiry of the third quarter of the financial year. Should any of the three largest shareholders renounce its
right to appoint one representative to the nomination committee, such right shall transfer to the shareholder who then in turn, after
these three, is the largest shareholder in the company. The Board of Directors shall convene the nomination committee. The member representing
the largest shareholder shall be appointed chairman of the nomination committee, unless the nomination committee unanimously appoints
Should a shareholder having appointed a representative
to the nomination committee no longer be among the three largest shareholders at a point in time falling three months before the annual
general meeting at the latest, the representative appointed by such shareholder shall resign and the shareholder who is then among the
three largest shareholders shall have the right to appoint one representative to the nomination committee. Unless there are specific reasons
otherwise, the already established composition of the nomination committee shall, however, remain unchanged in case such change in the
ownership is only marginal or occurs during the three-month period prior to the annual general meeting. Where a shareholder has become
one of the three largest shareholders due to a material change in the ownership at a point in time falling later than three months before
the annual general meeting, such shareholder shall however in any event have the right to take part of the work of the nomination committee
and participate in its meetings. Should a member resign from the nomination committee before his or her work is completed, the shareholder
who has appointed such member shall appoint a new member, unless that shareholder is no longer one of the three largest shareholders,
in which case the largest shareholder in turn shall appoint the substitute member. A shareholder who has appointed a representative to
the nomination committee shall have the right to discharge such representative and appoint a new representative.
Changes to the composition of the nomination committee
shall be announced immediately. The term of office for the nomination committee ends when the next nomination committee has been appointed.
The nomination committee shall carry out its duties as set out in the Swedish Code of Corporate Governance.
Item 15 - Resolution on the introduction
of a long-term performance-based incentive program for members of the Board of Directors
The nomination committee proposes that the annual
general meeting resolves to implement a long-term performance-based incentive program for members of the Board of Directors of Calliditas
Therapeutics ("Board LTIP 2021") in accordance with items 15a - 15b below. The resolutions under items 15a -