According to the guidelines adopted, Calliditas shall offer remuneration in accordance with market practice, which enables the recruitment and retention of qualified senior executives.

Guidelines for remuneration of the management team

At the Annual General Meeting on May 8, 2019, guidelines were adopted, with no change from previous period, on remuneration for the CEO and other executive management. Remuneration within Calliditas shall be based on principles of performance, competitiveness and fairness. Senior executives refer to the CEO and the other members of the executive management. The remuneration of senior executives 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. Senior executives may be offered variable remuneration paid in cash. Such remuneration may not exceed 40 per cent of the annual fixed remuneration. Variable remuneration shall be connected to predetermined and measurable criteria, designed with the aim of promoting the company’s long-term value creation.

The Board of Directors is entitled to deviate from the guidelines if the Board of Directors, in a certain case, deems that there are good reasons for the deviation.

Decisions as to the current remuneration levels and other conditions for employment of the CEO and the other members of the executive management have been resolved by the Board of Directors.

Incentive programs

Warrant Program 2017/2020

In 2017, Calliditas implemented a second warrant program for certain Board members, management, key employees and key consultants in the company (“Warrant Program 2017”). In total, 5,186 warrants are outstanding under the program. 4,741 warrants in Warrant Program 2017 may be exercised up until 30 June 2020 and 445 warrants may be exercised up until August 30, 2017, and each warrant will entitle the participant to subscribe for 250 new shares in the company at a subscription price of SEK 42.36 per share. The warrants have, at the time of issue, been valued at market value in accordance with the Black&Scholes valuation model.

Warrant Program 2018/2022

In 2018, Calliditas implemented a warrant program for employees and key consultants in the company (“Warrant Program 2018”). In total, 856,586 warrants are currently outstanding under the program. The warrants in Warrant Program 2018 may be exercised from 1 January 2022 until 31 March 2022 and each warrant will entitle the participant to subscribe for one new share in the company at a subscription price of SEK 74.30 per share. The warrants have, at the time of issue, been valued at market value in accordance with the Black&Scholes valuation model.

Warrant Program 2019/2022

In 2019, Calliditas implemented a warrant program for employees and key consultants in the company (“Warrant Program 2019”). In total, 422,500 warrants are currently outstanding under the program. The warrants in Warrant Program 2019 may be exercised from 1 October 2022 until 31 December 2022 and each warrant will entitle the participant to subscribe for one new share in the company at a subscription price of SEK 74.50 per share. The warrants have, at the time of issue, been valued at market value in accordance with the Black&Scholes valuation model.

Board LTIP 2019

This is a performance-based long-term incentive program for certain Calliditas Board members. Participants in this program will be allocated performance-based options free of charge, which will entitle the chairman to acquire a maximum of 23,236 shares, and certain ordinary board members to acquire a maximum of 8,449 shares each in Calliditas. The share rights are subject to performance-based vesting, based on the performance of Calliditas’ share price during the period from the date of the 2019 AGM through June 1, 2022.