Bulletin from the annual general meeting of Calliditas Therapeutics AB (publ)

The following resolutions were passed at Calliditas Therapeutics AB (publ) (“Calliditas”) annual general meeting held today, on May 8, 2019, in Stockholm.

Adoption of income statement and balance sheet for the financial year 2018 and discharge from liability

The annual general meeting resolved to adopt the income statement and the consolidated income statement for the financial year 2018 as well as the balance sheet and consolidated balance sheet as of 31 December 2018. The members of the board of directors and the managing director were discharged from liability for the financial year 2018.

Allocation of profit or loss

The annual general meeting resolved, in accordance with the board of directors’ proposal, that no dividend shall be paid for 2018 and that the results of the company shall be carried forward.

Election of board members, auditors, fees to the board of directors and auditors

The annual general meeting resolved, in accordance with the nomination committee’s proposal, that the number of members of the board of directors shall be six without deputies and that the number of auditors shall be one without deputies.

In accordance with the nomination committee’s proposal, Bengt Julander, Hilde Furberg, Thomas Eklund and Lennart Hansson were re-elected as members of the board of directors, and Elmar Schnee and Diane Parks were elected as new members of the board of directors, for the period until the end of the next annual general meeting, where Elmar Schnee was elected as the chairman of the board of directors. The audit firm Ernst & Young AB was elected auditor of the company for the period until the end of the next annual general meeting, and it was noted that the authorised public accountant Anna Svanberg will continue as auditor in charge.

The annual general meeting further resolved, in accordance with the nomination committee’s proposal and for the time period until the end of the next annual general meeting, that the directors’ fees shall be paid with SEK 550,000 to the chairman of the board of directors and with SEK 160,000 to each of the other members, with SEK 40,000 to the chairman of the audit committee and with 20,000 SEK to the other members of the audit committee as well as with SEK 30,000 to the chairman of the remuneration committee and SEK 15,000 to the other members of the remuneration committee. In addition to the above remuneration, it was determined that board members residing in the United States shall receive an additional amount of SEK 140,000 and that board members residing in Europe, but outside the Nordics, shall receive an additional amount of SEK 50,000. The annual general meeting further resolved, in accordance with the nomination committee’s proposal, that the remuneration to the auditor shall be paid in accordance with approved statement of costs.

Nomination committee for the next annual general meeting

The annual general meeting resolved, in accordance with the nomination committee’s proposal, on principles for appointing the nomination committee. In short, the nomination committee should 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.

Guidelines on remuneration to group management

The annual general meeting resolved, in accordance with the proposal from the board of directors, on guidelines for remuneration to group management. In short, the guidelines state that remuneration within Calliditas shall be based on principles of performance, competitiveness and fairness. The remuneration of senior executives may consist of fixed remuneration, variable remuneration, share and share price-related incentive programs, pension and other benefits.

Long-term performance-based incentive program for certain members of the board of directors

The annual general meeting resolved, in accordance with the nomination committee’s proposal, to adopt a new long-term performance-based incentive program for certain members of the board of directors, including a resolution to issue not more than 70,000 warrants to ensure delivery of shares to participants under the program. The incentive program entails that main owner independent members of the board of directors will be granted share awards, free of charge, that can entitle to shares in Calliditas, subject to the fulfilment of certain performance conditions.

Long-term incentive program in the form of warrants for certain employees and consultants

The annual general meeting resolved, in accordance with the board of directors’ proposal, to adopt a long term incentive program in the form of warrants for certain employees and consultants, including a resolution to issue not more than 1,160,000 warrants. In total, the incentive program will encompass not more than 25 individuals. The incentive program entails that employees and consultants within the Calliditas group are offered to acquire warrants at market value calculated according to the Black-Scholes valuation formulae.

Authorisation to issue new shares

The annual general meeting resolved to, in accordance with the board of directors’ proposal, authorise the board of directors, at one or several occasions and for the period up until the next annual general meeting, to 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 authorisation may only be utilised 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 authorisation.

For further information, please contact:

Mikael Widell, Head of Communications

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 18:30 pm CEST on May 8, 2019.

About Calliditas

Calliditas Therapeutics is a specialty pharmaceutical company based in Stockholm, Sweden. It is focused on developing high quality pharmaceutical products for patients with a significant unmet medical need in niche indications, in which the Company can partially or completely participate in the commercialization efforts. The Company is focused on the development and commercialization of the product candidate Nefecon, a unique formulation optimized to combine a time lag effect with a concentrated release of the active substance budesonide, within a designated target area. This patented, locally acting formulation is intended for treatment of patients with the inflammatory renal disease IgA nephropathy (IgAN). Calliditas Therapeutics is running a global Phase 3 study within IgAN and aims to commercialize Nefecon in the US. The company is listed on Nasdaq Stockholm (ticker: CALTX). Visit www.calliditas.com for further information.