Notice of annual general meeting of Calliditas Therapeutics AB (publ)


STOCKHOLM, April 26, 2021 /PRNewswire/ — 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 27 May 2021.  

In order to mitigate the spread of Covid-19, 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 parties.

Calliditas Therapeutics welcomes all shareholders to exercise their voting rights at this annual general meeting through advance voting on the basis of temporary statutory rules, according to the procedure set out below. Information on the resolutions passed at the annual general meeting will be published on 27 May 2021, as soon as the result of the voting has been finally confirmed.

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 according to Chapter 7, Section 32 of the Swedish Companies Act. A request for such information shall be made in writing to Calliditas Therapeutics AB (publ), att. Fredrik Johansson, Kungsbron 1 C8, SE-111 22 Stockholm, Sweden, or by e-mail to [email protected] no later than 17 May 2021.

Participation, etc.

Shareholders who wish to participate, through advance voting, in the meeting must:

(a) be recorded in the share register maintained by Euroclear Sweden AB on Wednesday 19 May 2021, and

(b) notify Calliditas Therapeutics of their intention to participate in the annual general meeting by casting their advance votes in accordance with the instructions under the heading “Advance voting” below, so that the advance voting form is received by Euroclear Sweden AB no later than on Wednesday 26 May 2021.

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, must be duly effected in the share register maintained by Euroclear Sweden AB on Friday 21 May 2021, and the shareholders must therefore advise their nominees well in advance of this date.

Advance voting

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 Act (2020:198) 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 Calliditas Therapeutics’ 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 26 May 2021. The form may be submitted via e-mail to [email protected] or by post to Calliditas Therapeutics AB (publ), Annual General Meeting 2021, c/o Euroclear Sweden, Box 191, SE-101 23 Stockholm. Shareholders who are natural persons may also cast their advance votes electronically through BankID verification via Euroclear Sweden AB’s website. If the shareholder votes in advance by proxy, a 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 advance voting.

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 CEST).

Number of shares and votes

As per the date of this notice there are a total of 49,941,584 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.       Election of a chairman of the meeting

2.       Election of one or two persons to attest the minutes

3.       Preparation and approval of the voting register

4.       Approval of the agenda

5.       Determination of whether the meeting was duly convened

6.       Presentation of the annual report and auditor’s report and the consolidated financial statements and auditor’s report for the Group

7.       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

8.       Determination of the number of members of the Board and the number of auditors

9.       Determination of fees for the Board of Directors and the auditors

10.    Election of the Board of Directors

11.    Election of chairman of the Board of Directors

12.    Election of accounting firm or auditors

13.    Resolution on principles for appointing the nomination committee

14.    Presentation of the Board of Directors’ remuneration report for approval

15.    Resolution on the introduction of a long-term performance-based incentive program for members of the Board of Directors

a.       Proposal for resolution on adoption of a long-term performance-based incentive program for members of the Board of Directors

b.       Proposal regarding issue of warrants

c.        Equity swap agreement with a third party

16.    Resolution on the introduction of a long-term incentive program for the company’s management and key personnel

a.       Proposal for resolution on adoption of a long-term incentive program for the company’s management and key personnel

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

18.    Resolution to amend the articles of association

Item 1, 8-12 – The nomination committee’s proposal to the annual general meeting 2021

The nomination committee of Calliditas Therapeutics, which consists of Elmar Schnee (chairman of the Board of Directors), Patrik Sobocki (Stiftelsen Industrifonden), Spike Loy (BVF) and Karl Tobieson (Linc AB), proposes the following:

  • that Dain Hård 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 five without deputies;
  • that the number of auditors shall be one without deputies;
  • that the directors’ fees shall be paid with SEK 850,000 to the chairman of the Board of Directors and SEK 300,000 to each one of the other members who are not employed in the Group, SEK 150,000 to the chairman of the audit committee and SEK 75,000 to the other members of the audit committee who are not employed in the Group as well as SEK 50,000 to the chairman of the remuneration committee and SEK 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 and that board members residing in Europe, but outside the Nordics, shall receive…



Read More:Notice of annual general meeting of Calliditas Therapeutics AB (publ)