The shareholders of
Due to the current pandemic (covid-19),
Right to attend the annual general meeting
Shareholders who wish to attend the annual general meeting must:
· be registered in the share register maintained by
· notify the company of their intention to attend the meeting, no later than Thursday
The notification must be made in writing by e-mail to finance@calliditas.com, or by post to
Proxy
Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person, a certified copy of the certificate of registration or equivalent should be attached. The power of attorney and the certificate of registration may not be older than one year, however, the power of attorney may be older provided that the power of attorney according to its wording is valid for a longer period, although, not more than five years. The original power of attorney and the certificate of registration should be sent to the company at the address mentioned above well in advance of the general meeting. A proxy form is available at www.calliditas.se/en/ and will also be sent to shareholders who so request and state their postal address.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must re-register their shares in their own names in order to be entitled to attend the general meeting. Such registration, which may be temporary, must be duly effected in the share register maintained by
Number of shares and votes
As per the date of this notice there are a total of 38,707,638 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.
Proposed agenda
1. Opening of the annual general 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 attest the minutes
6. Determination of whether the meeting was duly convened
7. Presentation of the annual report and auditor's report and the consolidated financial statements and auditor's report for the Group
8. 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,
c. discharge from liability for board members and the managing director
9. Determination of the number of members of the Board and the number of auditors
10. Determination of fees for the Board of Directors and the auditors
11. Election of the Board of Directors
12. Election of chairman of the Board of Directors
13. Election of accounting firm or auditors
14. Resolution on principles for appointing the nomination committee
15. Resolution on guidelines on remuneration to group management and board members
16. Resolution on the introduction of a long-term performance-based incentive program for certain members of the Board of Directors
a. Proposal for resolution on adoption of a long-term performance-based incentive program for certain members of the Board of Directors
b. Proposal regarding issue of warrants
c. Equity swap agreement with a third party
17. Resolution to authorize the Board of Directors to issue new shares
a. Main proposal
b. Alternative proposal
18. Resolution to amend the articles of association
19. Closing of the meeting
Item 2, 9-13 - The nomination committee's proposal to the annual general meeting 2020
The nomination committee of
· that Dain Hård Nevonen, member of the
· that the number of members of the Board of Directors shall be five without deputies;
· that the number of auditors shall be one without deputies;
· that the directors' fees shall be paid with
· that the fee to the auditor shall be paid in accordance with approved statement of costs;
· that the board members
· that
· that
· that the principles for appointing the nomination committee are left unchanged from the previous year.
Information on the proposed board member
A presentation of the individuals proposed for reelection is available at www.calliditas.se/en/.
Item 8b - 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 2019.
Item 14 - 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 15 - Resolution on guidelines on remuneration to group management and board members
The Board of Directors proposes that the annual general meeting adopts the following guidelines on remuneration to members of group management and board members.
The Board of Directors' proposal for guidelines for remuneration to group management and board members
The executive management for the Group falls within the provisions of these guidelines. Executive management refers to the CEO and other members of the executive management, as well as board members. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2020. The guidelines shall be in force until new guidelines are adopted by the annual general meeting and for a maximum of four years. These guidelines do not apply to any remuneration decided or approved by the general meeting.
The guidelines' promotion of
Types of remuneration
The remuneration to the executive management may consist of fixed remuneration, variable remuneration, share and share-price related incentive programs, pension and other benefits. If local conditions justify variations in the remuneration principles, such variations may occur.
The fixed remuneration shall reflect the individual's responsibility and experience level. The fixed remuneration shall be reviewed annually.
The variable cash remuneration covered by these guidelines shall aim at promoting
Pension shall be premium-based. Variable cash remuneration shall not qualify for pension benefits. For the CEO and other executives, the premium may, in situations where premium-based pension is applicable, amount to a maximum of 30 percent of the annual fixed cash salary. Notwithstanding the above, the Board of Directors is entitled to offer other solutions which, in terms of cost, are equivalent to the above.
Executives may be awarded customary other benefits, such as company car, occupational health service, etc. Such other benefits may amount to not more than 15 per cent of the fixed annual cash salary.
Long-term share-related incentive plans for employees, consultants and certain board members have been implemented in
Between
To the extent a board member conducts work for
For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
Salary and employment conditions for employees
In the preparation of the Board of Directors' proposal for these remuneration guidelines, salary and employment conditions for employees of
The decision-making process to determine, review and implement the guidelines
The Board of Directors has established a Remuneration Committee. The committee's tasks include preparing the Board of Directors' decision to propose guidelines for executive remuneration. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Group. The members of the Remuneration Committee are independent to
Derogation from the guidelines
The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve
Item 16 - Resolution on the introduction of a long-term performance-based incentive program for certain 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 certain members of the Board of Directors of
Board LTIP 2020 is a program under which the participants will be granted, free of charge, share awards subject to performance vesting ("Share Awards") that entitle to shares in
Proposal for resolution on adoption of a long-term performance-based incentive program for certain members of the Board of Directors (item 16a)
The rationale for the proposal
Board LTIP 2020 is intended for main owner independent members of the Board of Directors in
Conditions for Share Awards
The following conditions shall apply for the Share Awards.
1. The Share Awards shall be granted free of charge to the participants as soon as practicable after the annual general meeting.
2. The Share Awards shall vest gradually over approximately three years, corresponding to three terms up to the date of, whichever is earliest, (i) the annual general meeting 2023 or (ii)
3. The Share Awards are subject to performance vesting based on the development of the
4. The earliest point in time at which vested Share Awards may be exercised shall be the day falling immediately after the Vesting Date.
5. Each vested Share Award entitles the holder to receive one share in
6. The number of Share Awards will be re-calculated in the event that changes occur in
7. The Share Awards cannot be transferred and may not be pledged.
8. The Share Awards can be granted by the parent company as well as any other company within the
9. In the event of a public take-over offer, asset sale, liquidation, merger or any other such transaction affecting
10. The Share Awards shall otherwise be subject to the terms set forth in the separate agreements with the participants and the detailed terms for Board LTIP 2020.
Allocation
The number of Share Awards that shall be granted to each participant shall equal the below amount for the respective participant divided by the volume-weighted average price of the
The Share Awards under Board LTIP 2020 shall be awarded in accordance with the following:
· Share Awards calculated based on
· Share Awards calculated based on
In any event, Board LTIP 2020 will comprise a total number of Share Awards which, if all Share Awards are vested in accordance with the vesting conditions above, can entitle to not more than 40,000 shares in
Preparation of the proposal
Board LTIP 2020 has been prepared by the nomination committee and has been structured based on an evaluation of prior incentive programs and market practice for comparable European (including Swedish) and American listed companies.
Dilution
Assuming a volume-weighted average price of the
Information about
Scope and costs of the program
Board LTIP 2020 will be accounted for in accordance with "IFRS 2 - Share-based payments". IFRS 2 stipulates that the Share Awards shall be expensed as personnel costs over the vesting period and will be accounted for directly against equity. Personnel costs in accordance with IFRS 2 do not affect the Company's cash flow. Social security costs will be expensed in the income statement during the vesting period.
Assuming a volume-weighted average price of the
The total cost of the Board LTIP 2020, including all costs referred to above and social security charges, is estimated to amount to approximately
Delivery of shares under Board LTIP 2020
In order to ensure the delivery of shares under Board LTIP 2020, the nomination committee proposes that the annual general meeting resolves to issue warrants in accordance with item 16b below.
Proposal regarding issue of warrants (item 16b)
In order to ensure the delivery of shares under Board LTIP 2020, the nomination committee proposes that the annual general meeting resolves to issue not more than 40,000 warrants, whereby the Company's share capital can increase by not more than
1. The right to subscribe for the warrants shall, with deviation from the shareholders' pre-emptive rights, only vest with
2. The warrants shall be issued free of charge and shall be subscribed for on a subscription list no later than
3. The detailed terms of the warrants are set out in the complete proposal which is kept available to the shareholders in accordance with the below.
4. The exercise price for subscription for shares based on the warrants shall correspond to the share's quota value.
5. The CEO shall be authorized to make such minor adjustments that may be necessary in connection with the registration of the new issue.
6. Notification of subscription of shares by the exercise of Warrants can be made from and including the day of registration of the Warrants with the Swedish Companies' Office up until and including
7. Shares which are issued following subscription shall entitle to participation in the distribution of profits for the first time on the nearest record date occurring after the subscription has been exercised.
Equity swap agreement with a third party (item 16c)
Should the majority requirement for item 16b above not be met, the nomination committee proposes that the annual general meeting resolves that Board LTIP 2020 shall instead be hedged so that
Item 17 - Resolution to authorize the Board of Directors to issue new shares
Main proposal (item 17a)
The Board of Directors proposes that the annual general meeting resolves to authorize the Board of Directors to, at one or several occasions and for the period up until the next annual general meeting, increase the company's share capital by issuing new shares. Such share issue resolution may be carried out with or without deviation from the shareholders' preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The authorization may only be utilized to the extent that it corresponds to a dilution of not more than 20 per cent of the total number of shares outstanding at the time of the general meeting's resolution on the proposed authorization.
The purpose of the authorization is to increase the financial flexibility of the company and the general flexibility of the Board of Directors. Should the Board of Directors resolve on an issue with deviation from the shareholders' preferential rights, the reason for this shall be to finance an acquisition of operations, to procure capital to finance the development of projects or to commercialize the company' s products. Upon such deviation from the shareholders' preferential rights, the new issue shall be made at market terms and conditions.
The CEO shall be authorized to make such minor adjustments to this resolution that may be necessary in connection with the registration.
Alternative proposal (item 17b)
If the proposal on authorization for the Board of Directors to issue new shares in item 17a above does not receive the required number of votes for approval from the annual general meeting 2020, the Board of Directors proposes that it is instead authorized to issue new shares corresponding to a dilution of not more than 10 per cent of the total number of shares outstanding at the time of the general meeting's resolution on the proposed authorization, but otherwise on the same terms and conditions as stated in item 17a.
Item 18 - Resolution to amend the articles of association
The Board of Directors proposes that the annual general meeting resolves to amend the articles of association by introduction of a new section, 12 §, with a content mainly in accordance with the below.
The CEO shall be authorized to make such minor adjustments to this resolution that may be necessary in connection with the registration.
12 § US forum
Without any infringement on Swedish forum provisions and without applying Chapter 7, Section 54 of the Swedish Companies Act (2005:551), the
Majority requirements
A resolution in accordance with item 16b above requires approval of at least nine tenths (9/10) of the shares represented and votes cast at the annual general meeting. Resolutions in accordance with items 17 and 18 above requires approval of at least two thirds (2/3) of the shares represented and votes cast at the annual general meeting.
Other information
The shareholders are reminded of their right to require information in accordance with Chapter 7 Section 32 of the Swedish Companies Act. The annual report and the auditor's report for the financial year 2019, and other supporting documents for the general meeting, including complete proposals and statements from the Board of Directors, as well as the statement from the auditor pursuant to Chapter 8 Section 54 of the Swedish Companies Act will be available to the shareholders at the company's office on Kungsbron 1 C8, SE-111 22
For information on how your personal data is processed, see the integrity policy that is available at Euroclear's webpage www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
__________________________
The Board of Directors
This is an in-house translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
For further information, please contact:
Email: mikael.widell@calliditas.com
Telephone: +46 703 11 99 60
The information was submitted for publication, through the agency of the contact person set out above, at
About Calliditas
https://news.cision.com/calliditas-therapeutics/r/notice-of-annual-general-meeting-of-calliditas-therapeutics-ab--publ-,c3119489
https://mb.cision.com/Main/16574/3119489/1253316.pdf
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