Full Press Release Details
Notice of annual general meeting of Calliditas Therapeutics
The shareholders of Calliditas Therapeutics AB (publ)
("Calliditas Therapeutics"), Reg. No. 556659-9766, with registered office in Stockholm, are summoned to the annual
general meeting on Monday 17 June 2024 at 2.00 p.m. CEST at Klara, Klarabergsviadukten 90, SE-111 64 Stockholm, Sweden. Registration
starts at 01.30 p.m. CEST.
Right to participate in the annual
general meeting and notice of participation
Participation in the annual general meeting at the venue
A shareholder who wishes to participate in the
annual 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 7 June 2024, and (ii) no later than 11 June 2024 give notice by post to Calliditas
Therapeutics AB (publ), Annual General Meeting 2024, c/o Euroclear Sweden, Box 191, SE-101 23 Stockholm, Sweden or via e-mail to GeneralMeetingService@euroclear.com.
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.calliditas.se.
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 16 June 2024.
Participation by advance voting
A shareholder who wishes to participate
in the annual 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 7 June 2024, and (ii) give notice no later than 11 June 2024, by casting its advance vote in accordance
with the instructions below so that the advance vote is received by Euroclear Sweden AB no later than on that day.
A shareholder who wishes to participate
in the annual general meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set
out under Participation in the annual general meeting 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 the company's website www.calliditas.se. A completed and signed form may
be submitted by post to Calliditas Therapeutics AB (publ), Annual General Meeting 2024, c/o Euroclear Sweden, Box 191, SE-101 23 Stockholm,
Sweden or via e-mail to GeneralMeetingService@euroclear.com. The completed form shall be received by Euroclear Sweden AB not later
than 11 June 2024. Shareholders who are natural persons may also cast their votes electronically through BankID verification via https://anmalan.vpc.se/EuroclearProxy/.
The shareholder may not provide special instructions or conditions in the voting form. If so, 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 the company's website www.calliditas.se.
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 annual 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.
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
Nominee-registered shares
To be entitled to participate
in the annual 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 7 June 2024. 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 11 June 2024 are taken into account when preparing the share register.
Number of shares and votes
As per the date of this notice
there are a total of 53,672,069 ordinary shares outstanding in the company that entitle to one vote per share at the annual general meeting.
Furthermore, as of the date of this notice, the company holds 5,908,018 own ordinary shares which cannot be represented at the annual
general meeting. Thus, there are a total of 59,580,087 ordinary shares and votes in the company, of which 53,672,069 shares and votes
can be represented at the annual general meeting.
| 1. | Opening of the meeting | ||
| 2. | Election of a chairman of the meeting | ||
| 3. | Preparation and approval of the voting register | ||
| 4. | Approval of the agenda | ||
| 5. | Election of one or two persons to approve the minutes | ||
| 6. | Determination of whether the meeting was duly convened | ||
| 7. | Presentation by the CEO | ||
| 8. | Presentation of the annual report and auditor's report and the consolidated financial statements and auditor's report for the group | ||
| 9. | Resolutions regarding: | ||
| (a) | Adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet, | ||
| (b) | Allocation of the company's profit or loss according to the adopted balance sheet, and | ||
| (c) | Discharge from liability for board members and the CEO | ||
| 10. | Determination of the number of members of the Board of Directors and the number of auditors | ||
| 11. | Determination of remuneration for the Board of Directors and the auditors | ||
| 12. | Election of the Board of Directors | ||
| 13. | Election of chairman of the Board of Directors | ||
| 14. | Election of accounting firm or auditors | ||
| 15. | Resolution on principles for appointing the nomination committee | ||
| 16. | Resolution on approval of the Board of Directors' remuneration report | ||
| 17. | Resolution to authorize the Board of Directors to resolve on issue of new shares, warrants and/or convertibles | ||
| 18. | Resolution to authorize the Board of Directors to resolve on transfer of own ordinary shares |
| 19. | Resolution, in order to adopt a long-term performance-based incentive program for members of the Board of Directors, on: | ||
| (a) | Adoption of a long-term performance-based incentive program for members of the Board of Directors | ||
| (b) | Issue of warrants | ||
| (c) | Equity swap agreement with a third party | ||
| 20. | Resolution, in order to adopt a long-term incentive program for the company's management and key personnel, on: | ||
| (a) | Adoption of a long-term incentive program for the company's management and key personnel | ||
| (b) | Issue of warrants | ||
| (c) | Equity swap agreement with a third party | ||
| 21. | Resolution on amendment of previously outstanding long-term incentive programs adopted in 2020, 2021, 2022 and 2023 | ||
| 22. | Resolution on guidelines on remuneration to group management and board members | ||
| 23. | Closing of the meeting |
Item 2, 10-14 - The nomination
committee's proposal to the annual general meeting 2024
The nomination committee of Calliditas
Therapeutics, which consists of Karl Tobieson (Linc AB) (chairman of the nomination committee), Patrik Sobocki (Stiftelsen Industrifonden)
and Spike Loy (BVF Partners L.P.) proposes the following:
| - | that Dain H rd Nevonen, member of the Swedish Bar Association, shall be appointed chairman at the annual general meeting. | |
| - | that the number of members of the Board of Directors shall be six (6) without deputies. | |
| - | that the number of auditors shall be one (1) without deputies. | |
| - | that the directors' fee shall be paid with SEK 940,000 (940,000) to the chairman of the Board of Directors and SEK 365,000 (365,000) to each one of the other members who are not employed in the group, SEK 200,000 (200,000) to the chairman of the audit committee and SEK 100,000 (100,000) to the other members of the audit committee who are not employed in the group as well as SEK 50,000 (50,000) to the chairman of the remuneration committee and SEK 25,000 (25,000) to the other members of the remuneration committee who are not employed in the group. In addition to the above-proposed remuneration for ordinary board work, it is proposed that board members residing in the United States shall receive an additional amount of SEK 140,000 (140,000) and board members residing in Europe, but outside the Nordics, shall receive an additional amount of SEK 50,000 (50,000). | |
| - | that the fee to the auditor shall be paid in accordance with approved statement of costs. | |
| - | that the board members Elmar Schnee, Hilde Furberg, Diane Parks, Henrik Stenqvist, Fred Driscoll and Elisabeth Bj rk are re-elected as board members for the period up until the end of the next annual general meeting. | |
| - | that Elmar Schnee is re-elected chairman of the Board of Directors. | |
| - | that Ernst & Young AB is re-elected, in accordance with the audit committee's recommendation. Should Ernst & Young AB be re-elected, the nomination committee notes that Ernst & Young AB has communicated that Jakob Grunditz will be appointed as the auditor in charge. |
A presentation of the individuals proposed
for re-election is available at www.calliditas.se/en/.
Item 9b - 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 2023 and that that SEK 904,299 thousand is carried forward.
Item 15 - 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 someone else.
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 17 - Resolution to authorize
the Board of Directors to resolve on issue of new shares, warrants and/or convertibles