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 19 May 2022.
With reference to the Swedish Act (2022:121) on
temporary exceptions to facilitate the execution of general meetings in companies and other associations, 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
Calliditas Therapeutics welcomes all shareholders
to exercise their voting rights at the annual general meeting through advance voting according to the procedure set out below. Information
on the resolutions passed at the annual general meeting will be published on 19 May 2022, as soon as the result of the voting has been
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 in accordance with Section 23 of the Swedish Act (2022:121) on temporary exceptions to facilitate
the execution of general meetings in companies and other associations and if the Board of Directors determines it can be done without
significant harm to the company, the Board of Directors and the CEO shall provide information on circumstances that may affect the assessement
of the company's or its subsidiaries' (together the "Group") financial situation and the company's
relation to another company within the Group. A request for such information shall be made in writing to Calliditas Therapeutics, att.
Fredrik Johansson, Kungsbron 1 D5, SE-111 22 Stockholm, Sweden, or by e-mail to fredrik.johansson@calliditas.com no later than on 9 May
Shareholders who wish to participate, through
advance voting, in the meeting must:
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 (so-called voting rights registration), must be duly effected
in the share register maintained by Euroclear Sweden AB on Friday 13 May 2022, 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 Swedish Act
(2022:121) 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 the company's 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 18 May 2022. The form may be submitted via e-mail to GeneralMeetingService@euroclear.com
or by post to Calliditas Therapeutics AB (publ), annual general meeting 2022, c/o Euroclear Sweden, Box 191, SE-101 23 Stockholm.
Shareholders may also cast their advance votes electronically through BankID verification via https://anmalan.vpc.se/EuroclearProxy/.
If the shareholder votes in advance by proxy,
a signed and dated 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 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 53,172,170 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 2022
The nomination committee of Calliditas Therapeutics,
which consists of Karl Tobieson (Linc AB) (chairman of the nomination committee), Elmar Schnee (chairman of the Board of Directors), Patrik
Sobocki (Stiftelsen Industrifonden) and P r Sj gemark (Handelsbanken Fonder) proposes the following:
Information on the proposed new board
Henrik Stenqvist, born in 1968.
Henriks Stenqvist holds a degree in Finance and Business Administration from University of Link ping. Henrik has served as CFO of
several listed life science companies and currently, he is the CFO of SOBI. Previous positions include CFO at Recipharm, CFO at Meda,
Regional Finance Director at AstraZeneca, Finance Director at Astra Export & Trading and Board member of MedCap AB. Henrik Stenqvist
holds 2,500 shares in Calliditas Therapeutics and is considered to be independent of Calliditas Therapeutics and its management as well
as of Calliditas Therapeutics' larger shareholders.
Elisabeth Bj rk, born in
1961. Elisabeth Bj rk is an endocrinologist by training and an associate professor of medicine at Uppsala University, Sweden. Elisabeth
Bj rk is the Senior Vice President, Head of Late-stage Development, Cardiovascular, Renal and Metabolism (CVRM), BioPharmaceuticals
R&D at AstraZeneca leading the global development of medicines within this area. 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. Elisabeth Bj rk holds no shares in Calliditas Therapeutics
and is considered to be independent of Calliditas Therapeutics and its management as well as of Calliditas Therapeutics' larger
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 approve the minutes
The Board of Directors 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 of Directors, 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 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 approving 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 2021 and that that SEK 1,203,117 thousand is carried forward.
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