STOCKHOLM, May 15, 2024 /PRNewswire/ -- 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
1.30 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 09:00-16:00 CEST).
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.
Proposed agenda
- Opening of the meeting
- Election of a chairman of the meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Determination of whether the meeting was duly convened
- Presentation by the CEO
- Presentation of the annual report and auditor's report and the
consolidated financial statements and auditor's report for the
group
- 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
- Determination of the number of members of the Board of
Directors and the number of auditors
- Determination of remuneration for the Board of Directors and
the auditors
- Election of the Board of Directors
- Election of chairman of the Board of Directors
- Election of accounting firm or auditors
- Resolution on principles for appointing the nomination
committee
- Resolution on approval of the Board of Directors' remuneration
report
- Resolution to authorize the Board of Directors to resolve on
issue of new shares, warrants and/or convertibles.
- Resolution to authorize the Board of Directors to resolve on
transfer of own ordinary shares.
- 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
- 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
- Resolution on amendment of previously outstanding long-term
incentive programs adopted in 2020, 2021, 2022 and 2023.
- Resolution on guidelines on remuneration to group management
and board members.
- 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 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
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 Björk
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 reelection 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.
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, warrants and/or convertibles. 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 such extent that the number of shares issued by virtue
of the authorization, or the number of shares created in connection
with exercise of warrants or conversion of convertibles, together
with any ordinary shares transferred by virtue of the authorization
under item 18 below (provided that the annual general meeting
resolves in accordance with the proposal), in aggregate does not
exceed 20 percent of the total number of ordinary shares issued at
the time of the general meeting's resolution on the proposed
authorization, calculated after full exercise of the hereby
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,
repayments of loans 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 thereof.
Item 18 – Resolution to authorize the Board of Directors to
resolve on transfer of own ordinary shares.
In 2022, Calliditas Therapeutics had a so called
At-The-Market program ("ATM Program") in
place, directed towards the US market. In order to facilitate for
the implementation of the ATM program, the annual general meeting
2022 adopted resolutions whereby, among other things, a new class
of shares (C-shares) was introduced in the articles of association
and the Board of Directors was authorized to resolve on the issue,
repurchase and transfer of 5,908,019 C-shares after conversion to
ordinary shares. On 20 June 2022, the
board of directors resolved by virtue of the authorizations to
issue and repurchase 5,908,019 C-shares as well as to convert the
C-shares to ordinary shares, which the company has held in treasury
since. The company did not carry forward with the ATM program after
the initial year, meaning that the program have been terminated
without any of the 5,908,019 ordinary shares being exercized, and
as a complement to the proposal to authorize the Board of Directors
to resolve on issue of new shares, warrants and/or convertibles in
accordance with item 17 above, the Board of Directors therefore
proposes that the annual general meeting resolves to authorize the
Board of Directors to resolve on transfer of own ordinary shares in
accordance with this item 18.
The Board of Directors proposes that the annual general meeting
resolves to authorize the Board of Directors, for the period up
until the next annual general meeting, on one or several occasions,
to resolve on transfer (sell) of own ordinary shares. Transfers may
be carried outside Nasdaq Stockholm at a price with or without
deviation from the shareholders' preferential rights, against cash
payment or against payment through set-off or in kind, or on other
conditions. Upon such transfers, the price shall be established so
that it is not below market price. Transfers of own ordinary shares
pursuant to this item may be made by a maximum of 5,908,018
ordinary shares held by the company at the time of this notice (or
the lower number of own ordinary shares held by the company at any
given time), provided that the total number of shares transferred,
together with shares issued or shares that may be created in
connection with the exercise of warrants or conversion of
convertibles issued by virtue of the authorization under item 17
above (provided that the annual general meeting resolves in
accordance with the proposal), in aggregate does not exceed 20
percent of the total number of ordinary shares issued at the time
of the general meeting's resolution on the proposed authorization,
calculated after full exercise of the proposed authorization under
item 17.
The purpose of the authorization is to finance an acquisition of
operations, to procure capital to finance the development of
projects, repayment of loans or to commercialize the company' s
products.
Item 19 – Resolution, in order to adopt a long-term
performance-based incentive program for members of the Board of
Directors, on:
The nomination committee proposes that the annual general
meeting resolves to implement a long-term performance-based
incentive program for members of the Board of Directors of
Calliditas Therapeutics ("Board LTIP 2024") in accordance
with items 19a – 19b below. The
resolutions under items 19a – 19b
below are proposed to be conditional upon each other. Should the
majority requirement for item 19b
below not be met, the nomination committee proposes that Calliditas
Therapeutics shall be able to enter into an equity swap agreement
with a third party in accordance with item 19c below and
resolutions under items 19a and 19c shall then be conditional upon
each other.
Board LTIP 2024 is a program under which the participants will
be granted, free of charge, share awards subject to performance
vesting ("Share Awards") that entitle to ordinary shares in
Calliditas Therapeutics to be calculated in accordance with the
principles stipulated below, however not more than 50,000 ordinary
shares. In order to ensure the delivery of ordinary shares under
Board LTIP 2024 not more than 50,000 warrants can be issued in
accordance with item 19b below.
19a – Adoption of a long-term performance-based incentive
program for members of the Board of Directors
The rationale for the proposal
Board LTIP 2024 is intended for members of the Board of
Directors in Calliditas Therapeutics. The nomination committee
believes that an equity-based incentive program is a central part
of an attractive and competitive remuneration package in order to
attract, retain and motivate internationally competent members of
the Board of Directors, and to incentivise the participants on
delivering exceptional performance which contributes to value
creation for all shareholders. Board LTIP 2024 is adapted to the
current position and needs of Calliditas Therapeutics. The
nomination committee is of the opinion that Board LTIP 2024 will
increase and strengthen the participants' dedication to Calliditas
Therapeutics' operations, improve company loyalty and be beneficial
to both the shareholders and Calliditas Therapeutics.
Conditions for Share Awards
The following conditions shall apply for the Share Awards.
- The Share Awards shall be granted free of charge to the
participants as soon as practicable after the annual general
meeting.
- 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 2027 or (ii) 1 July 2027 (the "Vesting Date"), where
each term equals the period from one annual general meeting up
until the day falling immediately prior to the next annual general
meeting or the Vesting Date, as applicable (each such period a
"Term"). The Share Awards shall vest with 1/3 at the end of
each Term, provided that the participant is still a Board member of
Calliditas Therapeutics on the said date. In addition to the
vesting conditions just stated, the Share Awards are subject to
performance vesting based on the development of the Calliditas
Therapeutics share price, in accordance with the vesting conditions
below.
- The Share Awards are subject to performance vesting based on
the development of the Calliditas Therapeutics share price over the
period from the date the Share Awards are allocated ("Grant
Date") up to and including the day before the Vesting Date. The
development of the share price will be measured based on the
volume-weighted average price of the company's share on Nasdaq
Stockholm for the 10 trading days immediately preceding the Grant
Date and the 10 trading days immediately preceding the Vesting
Date, respectively. In the event Calliditas Therapeutics' share
price has increased by more than 60 percent, 100 percent of the
Share Awards shall vest, and should the share price have increased
by 20 percent, 33 percent of such Share Awards shall vest. In the
event of an increase of the share price of between 20 and 60
percent, vesting of the Share Awards will occur linearly. Should
the increase of the share price be less than 20 percent, vesting
will not occur at
all.
- The earliest point in time at which ordinary shares may be
obtained from vested Share Awards shall be as soon as possible
after the Vesting Date and once an assessment of the performance
criteria has been
made.
- Each vested Share Award entitles the holder to receive one
ordinary share in Calliditas Therapeutics without any compensation
being payable provided that the holder is still a Board member of
Calliditas Therapeutics at the relevant time of vesting with the
exception of certain customary "good leaver"-situations (death and
permanent incapacity to complete the assignment due to illness or
accident) and this shall also apply during the first year up until
the day of the annual general meeting
2025.
- The number of Share Awards will be re-calculated in the event
that changes occur in Calliditas Therapeutics' equity capital
structure, such as a bonus issue, merger, rights issue, share split
or reverse share split, reduction of the share capital or similar
measures.
- The Share Awards cannot be transferred and may not be
pledged.
- The Share Awards can be granted by the parent company as well
as any other company within the Calliditas Therapeutics
group.
- In the event of a public take-over offer, asset sale,
liquidation, merger or any other such transaction affecting
Calliditas Therapeutics, the Share Awards will vest in their
entirety upon completion of such
transaction.
- 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 2024.
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
Calliditas Therapeutics share on Nasdaq Stockholm for the 10
trading days preceding the Grant Date.
The Share Awards under Board LTIP 2024 shall be awarded in
accordance with the
following:
- Share Awards calculated based on SEK
1,300,000 to the chairman of the Board of Directors;
and
- Share Awards calculated based on SEK
500,000 to each of Hilde
Furberg, Diane Parks, Henrik
Stenqvist, Elisabeth Björk and Fred
Driscoll.
In any event, Board LTIP 2024 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
50,000 ordinary shares in Calliditas Therapeutics.
Preparation of the proposal
Board LTIP 2024 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 Calliditas
Therapeutics share on Nasdaq Stockholm for the 10 trading days
preceding the Grant Date of SEK 110,
Board LTIP 2024 will comprise not more than 34,545 ordinary shares
in total, which corresponds to a dilution of approximately 0.1
percent on a fully diluted basis. Taking into account also the
ordinary shares which may be issued pursuant to previously
implemented incentive programs in the company, the maximum dilution
amounts to 10.0 percent on a fully diluted basis. Taking into
account also the ordinary shares which may be issued pursuant to
previously implemented incentive programs in the company as well as
the incentive program for the company's management and key
personnel proposed to the annual general meeting 2024, the maximum
dilution amounts to 12.5 percent on a fully diluted basis.
Information about Calliditas Therapeutics' existing incentive
programs can be found in Calliditas Therapeutics' annual report for
2023, note 10, which is available on the company's website,
www.calliditas.se/en/.
Scope and costs of the program
Board LTIP 2024 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 Calliditas
Therapeutics share on Nasdaq Stockholm for the 10 trading days
preceding the Grant Date of SEK 110,
the annual cost for the Board LTIP 2024, according to IFRS 2, is
estimated at approximately SEK 1.1
million before tax. The estimated IFRS 2 cost has been
calculated with a Monte Carlo
simulation. The annual cost for social security contributions is
estimated at SEK 0.2 million, based
on an annual increase in the share price of 10 percent, the
aforementioned assumptions and a social security tax rate of 17
percent. The total annual cost for Board LTIP 2024 during the term
of the program, including costs according to IFRS 2 and social
security charges, is therefore estimated to approximately
SEK 1.3 million.
The total cost of the Board LTIP 2024, including all costs
referred to above and social security charges, is estimated to
amount to approximately SEK 4.0
million under the above assumptions.
Delivery of ordinary shares under Board LTIP 2024
In order to ensure the delivery of ordinary shares under Board
LTIP 2024, the nomination committee proposes that the annual
general meeting resolves to issue warrants in accordance with item
19b below.
19b – Issue of warrants
In order to ensure the delivery of ordinary shares under Board
LTIP 2024 the nomination committee proposes that the annual general
meeting resolves to issue not more than 50,000 warrants whereby the
company's share capital can increase by not more than SEK 2,000 in accordance with the
following:
- The right to subscribe for the warrants shall, with deviation
from the shareholders' pre-emptive rights, only vest with Nefecon
AB, a wholly owned subsidiary of Calliditas Therapeutics. The
reason for the deviation from the shareholders' pre-emptive rights
is the implementation of Board LTIP 2024. Nefecon AB shall be
entitled to transfer the warrants to participants of Board LTIP
2024 or a financial intermediary in connection with the exercise of
Share Awards.
- The warrants shall be issued free of charge and shall be
subscribed for on a subscription list no later than 1 July 2024. The Board of Directors may extend
the subscription
period.
- The detailed terms of the warrants are set out in the complete
proposal which is kept available to the
shareholders.
- The exercise price for subscription for ordinary shares based
on the warrants shall correspond to the share's quota
value.
- The CEO shall be authorized to make such minor adjustments that
may be necessary in connection with the registration of the new
issue.
- Notification of subscription of ordinary shares by the exercise
of Warrants can be made from and including the day of registration
of the Warrants with the Swedish Companies Registration Office up
until and including 31 December 2027.
- Ordinary 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.
19c – Equity swap agreement with a third party
Should the majority requirement for item 19b above not be met, the nomination committee
proposes that the annual general meeting resolves that Board LTIP
2024 shall instead be hedged so that Calliditas Therapeutics can
enter into an equity swap agreement with a third party on terms in
accordance with market practice, whereby the third party in its own
name shall be entitled to acquire and transfer ordinary shares of
Calliditas Therapeutics to the participants.
Item 20 – Resolution, in order to adopt a long-term incentive
program for the company's management and key personnel, on:
The Board of Directors of Calliditas Therapeutics proposes the
introduction of a long-term incentive program for the company's
management and key personnel (including employees and consultants)
in accordance with the following.
The Board of Directors proposes that the annual general meeting
resolves to implement a long-term incentive program for management
and key personnel (including employees and consultants) in
Calliditas Therapeutics ("ESOP 2024") in accordance with
items 20a – 20b below.
The resolutions under items 20a – 20b below are proposed to be conditional upon
each other. Should the majority requirement for item 20b below not be met, the Board of Directors
proposes that Calliditas Therapeutics shall be able to enter into
an equity swap agreement with a third party in accordance with item
20c below and resolutions under items 20a and 20c shall then be
conditional upon each other.
ESOP 2024 is a program under which the participants will be
granted, free of charge, stock options to acquire ordinary shares
in Calliditas Therapeutics ("Options"), subject to vesting
over a three-year period in accordance with the below. The Board of
Directors proposes that a maximum of 2,000,000 Options are
allocated to the participants.
20a – Adoption of a long-term incentive program for the
company's management and key personnel
The rationale for the proposal
ESOP 2024 is intended for members of management and key
personnel (including employees and consultants) in Calliditas
Therapeutics. The Board of Directors of Calliditas Therapeutics
believes that an equity-based incentive program in the form of
stock options is a central part of an attractive and competitive
remuneration package in order to attract, retain and motivate
competent members of management and key personnel (including
employees and consultants) in Calliditas Therapeutics, and to focus
the participants on delivering exceptional performance which
contributes to value creation for all shareholders.
The proposed program is key for the company's ability to
attract, retain and motivate competent key persons in the United States as well as in Europe in the company's operations and
commercial functions scaling up the market launch of TARPEYO in
the United States and the
development of the company's pipeline assets. During the fourth
quarter of 2021, the company received accelerated approval for
TARPEYO in the United States and
since January 2022, the company
commercializes TARPEYO in the United
States. TARPEYO received full approval by the FDA in
December 2023 . When recruiting and
maintaining experienced commercial personnel in the United States and other key employees in
the United States and Europe, it is important for Calliditas
Therapeutics to be able to offer attractive compensation terms. A
competitive equity-based incentive program is a key component in
order to be able to attract and retain highly skilled and
experienced individuals across clinical development, supply and
regulatory areas, as well as relevant capabilities related to
Calliditas Therapeutics' continuous commercialization of TARPEYO in
the United States.
The Board of Directors of Calliditas Therapeutics believes that
ESOP 2024 will fortify the alignment of the interests of the
participants and the interests of the shareholders. ESOP 2024 is
adapted to the current position and needs of Calliditas
Therapeutics. The Board of Directors is of the opinion that ESOP
2024 will increase and strengthen the participants' dedication to
Calliditas Therapeutics' operations, improve company loyalty and
that ESOP 2024 will be beneficial to both the shareholders and
Calliditas Therapeutics.
Conditions for Options
The following conditions shall apply for the Options.
- The Options shall be granted free of charge to the
participants.
- The Board of Directors shall resolve upon the allocation of
Options between the date of the annual general meeting 2024 and the
date of the annual general meeting 2025 (with each respective
granting falling on a "Grant Date").
- Each Option entitles the holder to acquire one share in
Calliditas Therapeutics for a pre-determined exercise price. The
exercise price will correspond to 115 percent of the volume
weighted average price of the Calliditas Therapeutics share on
Nasdaq Stockholm during the ten trading days preceding the Grant
Date (the "Exercise Price").
- ESOP 2024 shall be settled by using a net share-settlement
method, as further described below.
- The Options shall vest over a three-year period, with 20
percent on the first anniversary of the Grant Date, with an annual
vesting of 40 percent during the second year after the Grant Date,
and with an annual vesting of 40 percent during the third year
after the Grant Date, and thereafter be exercisable, provided that
the holder, with certain exceptions, still is employed by
Calliditas Therapeutics (or, in the case of consultants, still
provides services to Calliditas Therapeutics).
- Following the expiry of the vesting period, the Options may be
exercised during a one-year period.
- The number of Options shall be subject to customary
re-calculation, for example in the event that changes occur in
Calliditas Therapeutics' equity capital structure, such as a bonus
issue, merger, rights issue, share split or reverse share split,
reduction of the share capital or similar measures.
- The Options are non-transferable and may not be pledged.
- The Options may be granted by the parent company as well as any
other company within the Calliditas Therapeutics group.
- In the event of a public take-over offer, asset sale,
liquidation, merger or any other such transaction affecting
Calliditas Therapeutics, the Options will vest in their entirety
following the completion of a change of control.
Allocation
The right to receive Options shall accrue to up to 250 employees
or consultants of the company. The Board of Directors may grant
Options, on one or several occasions, between the date of the
annual general meeting 2024 and the date of the annual general
meeting 2025. The maximum number of Options that may be allocated
to the participants under ESOP 2024 is 2,000,000.
The maximum allocation per individual in each category shall be
300,000 Options for Category 1 (CEO), 250,000 Options for Category
2 (Management) and 100,000 Options for Category 3 (Other key
personnel and consultants).
Net share-settlement for ESOP 2024
ESOP 2024 shall be settled by using a net share-settlement
method ("Net share-settlement"). The Net share-settlement
entails that Options are settled by delivering a number of ordinary
shares corresponding to the Option Value (as defined below) to the
participants free of charge without any payment of the Exercise
Price. The number of ordinary shares to be delivered is calculated
by deducting the Exercise Price of the exercised Options from the
prevailing share price of the Calliditas ordinary shares on the
stock market at the time of exercise ("Market Price") (the
"Option Value") and dividing the Option Value with the
Market Price.
Illustrative example of Net share-settlement
A participant in ESOP 2024 holds 100 Options with Market Price
of the ordinary shares of SEK 75 and
Exercise Price of SEK 50. The
difference between the Market Price and the Exercise Price is
SEK 25 per option ("Option
Value"). Instead of the participant paying the Exercise Price
(number of options (100) multiplied by the Exercise Price
(SEK 50)) and the company delivering
100 ordinary shares worth 75 SEK each
(Market Price), the company would use Net-settlement by delivering
ordinary shares in an amount corresponding to the Option Value
divided with the Market Price ((25*100)/75) – i.e. the company
would deliver 33.33 ordinary shares meaning 33 ordinary shares and
SEK 25 in cash. In this example,
dilution is therefore reduced by 67 percent.
To enable Net share-settlement, the company intends to issue
warrants in accordance with item 20b
below.
Preparation, administration and the right to amend the terms
of the Options.
The Board of Directors is responsible for preparing the detailed
terms and conditions of ESOP 2024, in accordance with the
above-mentioned terms and guidelines. To this end, the Board of
Directors shall be entitled to make adjustments to meet foreign
regulations or market conditions, including resolving on cash or
other settlement if deemed favorable for Calliditas Therapeutics
based on foreign tax regulations. The Board of Directors may also
make other adjustments if significant changes in Calliditas
Therapeutics or its environment would result in a situation where
the adopted terms and conditions of ESOP 2024 no longer serve their
purpose.
Preparation of the proposal
ESOP 2024 has been initiated by the Board of Directors of
Calliditas Therapeutics and has been structured based on an
evaluation of prior incentive programs and market practice for
comparable European (including Swedish) and American listed
companies. ESOP 2024 has been prepared by the Remuneration
Committee and reviewed by the Board of Directors.
Dilution
Subject to certain recalculation conditions, the maximum number
of ordinary shares that may be issued under ESOP 2024 is 2,000,000
which corresponds to a dilution of approximately 3.25 percent on a
fully diluted basis. Taking into account also the ordinary shares
which may be issued pursuant to already allocated warrants under
the company's outstanding incentive programs, the maximum dilution
amounts to approximately 12.57 percent on a fully diluted
basis.
Accounting for the use of the Net share-settlement method, the
dilution for ESOP 2024 is expected to be no more than 65 percent of
the total program size, representing a dilution of approximately
2.14 percent. Taking into account also the ordinary shares which
may be issued pursuant to already allocated warrants under the
company's outstanding incentive programs, including the use of
estimated effect of 65 percent of the total program size using the
Net share-settlement method for ESOP 2020, 2021, 2022 and 2023, the
maximum dilution is expected to approximately 8.59 percent on a
fully diluted basis.
Information about Calliditas Therapeutics' existing incentive
programs can be found on Calliditas Therapeutics' website,
www.calliditas.se/en/, under "Remuneration" as well as in the
company's annual report.
Scope and costs of the program
ESOP 2024 will be accounted for in accordance with "IFRS 2 –
Share-based payments". IFRS 2 stipulates that the Options shall be
expensed as personnel costs over the vesting period. 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 according to UFR 7 during the vesting period.
Assuming a share price at the time of allocation of Options of
SEK 110, an annual increase in the
share price of 10 percent and that all Options are allocated
up-front under the assumptions set out under "Dilution" above, the
average annual cost for Calliditas Therapeutics according to IFRS 2
is estimated to approximately SEK 31.4
million per year before tax. The average annual social
security costs over the vesting period are estimated to
approximately a total of SEK 2.3
million, based on the above assumptions, that all Options
are fully vested, a vesting period for all Options of three years
and social security costs of 17 percent. If necessary, social
security costs will be covered by hedging measures through the
issue of warrants (see item 20b
below) which would be exercised by a financial intermediary in
connection with the exercise of the Options. The social security
costs associated with ESOP 2024 will be fully covered and will
hence not affect the company's cash flow.
The total cost of ESOP 2024, including all social security
costs, is estimated to amount to approximately SEK 101.3 million under the above
assumptions.
Delivery of ordinary shares under ESOP 2024
In order to ensure the delivery of ordinary shares under ESOP
2024 and if necessary for hedging of social security costs, the
Board of Directors proposes that the annual general meeting
resolves to issue and use warrants in accordance with item
20b below.
20b – Issue of warrants
In order to ensure the delivery of ordinary shares under ESOP
2024, and, if necessary, for hedging of social security costs, the
Board of Directors proposes that the annual general meeting
resolves to issue not more than 1,300,000 warrants (which includes
warrants to potentially hedge social security costs), whereby the
company's share capital could be increased by not more than
SEK 52,000.
The right to subscribe for the warrants shall, with deviation
from the shareholders' pre-emptive rights, only be granted Nefecon
AB, a wholly owned subsidiary of Calliditas Therapeutics. The
reason for the deviation from the shareholders' pre-emptive rights
is the implementation of ESOP 2024. Nefecon AB shall be entitled to
transfer the warrants to participants or a financial intermediary
in connection with exercise.
The warrants shall be issued free of charge. The exercise price
for subscription for ordinary shares based on the warrants shall
correspond to the share's quota value.
The full terms and conditions for the warrants are presented in
the complete proposal which is kept available to the shareholders
in accordance with the below.
20c – Equity swap agreement with a third party
Should the majority requirement for item 20b above not be met, the Board of Directors
proposes that the annual general meeting resolves that ESOP 2024
instead shall be hedged through an equity swap agreement with a
third party on terms in accordance with market practice, whereby
the third party in its own name shall be entitled to acquire and
transfer ordinary shares of Calliditas Therapeutics to the
participants.
21 – Resolution on amendment of previously outstanding
long-term incentive programs adopted in 2020, 2021, 2022 and
2023
The Board of Directors has considered revised terms and
conditions as well as different methods for transfer of ordinary
shares to participants under the company's long-term incentive
programs based on employee stock options in order to have relevant
terms and manage the programs in a cost-effective and flexible
manner and to limit dilution under the ESOP 2024 as well as other
outstanding incentive programs.
In light of this, the Board of Directors has proposed that ESOP
2024, in accordance with what is stated above, is implemented with
adjusted terms and conditions compared to previous incentive
programs whereby settlement of ESOP 2024 shall take place through a
Net share-settlement method.
The Board of Directors therefore proposes that the above
amendments be approved and apply also to the previously outstanding
long-term incentive programs adopted by the annual general meetings
2020, 2021, 2022 and 2023 ("ESOP 2020-2023") as set out in
the following.
The Board of Directors proposes that an amendment of the terms
is implemented regarding ESOP 2020-2023. The proposal entails the
inclusion of a Net share-settlement method which means that
settlement of ESOP 2020-2023 is carried out using a Net
share-settlement method (as described in item 20a above under the
heading "Net share-settlement for ESOP 2024").
In order to ensure delivery of ordinary shares in accordance
with ESOP 2020-2023 and to cover costs related to social
contributions, the Extraordinary General Meeting 2020 and the
Annual General Meetings 2021-2023, respectively, resolved on the
issue and transfer of warrants. Since the Board of Directors
through this proposal suggests that certain terms for the ESOP
2020-2023 are amended, the Board of Directors also proposes that
the Annual General Meeting approves that the warrants issued for
hedging purposes under ESOP 2020-2023 may also be used under ESOP
2020-2023 if revised according to this item 21. In line with the
previous approvals from the Extraordinary General Meeting 2020 and
the Annual General Meetings 2021-2023, respectively, the warrants
shall be used to secure the delivery of ordinary shares and to
secure social contribution costs.
22 – Resolution on guidelines on remuneration to group
management and board members
The Board of Directors proposes that the annual general meeting
adopts the following updated guidelines on remuneration to members
of group management and board members.
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 2024. 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 Calliditas Therapeutics'
business strategy, long-term interests and sustainability
Calliditas Therapeutics' business strategy is to commercialize
its lead candidate Nefecon and accelerate the development of the
product pipeline. Calliditas Therapeutics commercialize Nefecon for
IgA nephropathy on a standalone basis in the United States market and through
partnerships in other regions. Calliditas Therapeutics may also
selectively consider leveraging the group's capabilities through
accessing additional product candidates with a strong strategic and
commercial fit development and commercialization.
Calliditas Therapeutics' business strategy and safeguarding of
its long-term interests, including its sustainability, presumes
that Calliditas Therapeutics is able to recruit and retain
qualified personnel. To this end, it is necessary that Calliditas
Therapeutics offers competitive remuneration. These guidelines
enable Calliditas Therapeutics to offer the executive management a
competitive total remuneration.
Types of remuneration
Calliditas Therapeutics shall offer remuneration in accordance
with market practice which enables the recruitment and retention of
qualified executives. Remunerations within the group shall be based
on principles of performance, competitiveness and fairness. 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 Calliditas Therapeutics'
business strategy and long-term interests, including its
sustainability, by for example being clearly linked to the business
strategy or promote the executive's long-term development. The
satisfaction of criteria for awarding variable cash remuneration
shall be measured over a period of one year. Variable remuneration
paid in cash may not exceed 80 percent of the annual fixed cash
salary. Variable remunerations shall be connected to predetermined
and measurable criteria, designed with the aim of promoting the
group's long-term value creation. To which extent the criteria for
awarding variable cash remuneration has been satisfied shall be
evaluated/determined when the measurement period has ended. The
Remuneration Committee is responsible for the evaluation so far as
it concerns variable remuneration to the CEO and to other
executives. For financial objectives, the evaluation shall be based
on the latest financial information made public by the group.
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 percent of the
fixed annual cash salary. Long-term share-related incentive plans
for employees, consultants and certain board members have been
implemented in Calliditas Therapeutics. Such plans have been
resolved by the general meeting and are therefore excluded from
these guidelines. For more information regarding these incentive
plans, including the criteria on which the outcome depends on,
please see https://www.calliditas.se/en/remuneration/.
Between Calliditas Therapeutics and the CEO, the notice period
shall be twelve months upon notice by the company. Upon notice by
the CEO, the notice period is six months. For other members of the
executive management, notice periods of three to six months apply.
During the notice period, normal cash salaries shall be paid. In
addition, remuneration may be paid for non-compete undertakings.
Such remuneration shall compensate for loss of income and shall
only be paid in so far as the previously employed executive is not
entitled to severance pay. The remuneration shall amount to not
more than 60 percent of the fixed cash salary at the time of
termination of employment and be paid during the time the
non-compete undertaking applies, however not for more than twelve
months following termination of employment. To the extent a board
member conducts work for Calliditas Therapeutics, in addition to
the board work, consulting fees and other compensation for such
work may be payable. 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 Calliditas Therapeutics have been taken into account
by including information on the employees' total income, the
components of the remuneration and increase and growth rate over
time, in the Remuneration Committee's and the Board of Directors'
basis of decision when evaluating whether the guidelines and the
limitations set out herein are reasonable.
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 Calliditas Therapeutics and its
executive management. The CEO and other members of the executive
management do not participate in the Board of Directors' processing
of and resolutions regarding remuneration-related matters in so far
as they are affected by such matters.
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 Calliditas Therapeutics' long-term interests, including its
sustainability, or to ensure the group's financial viability. As
set out above, the Remuneration Committee's tasks include preparing
the Board of Directors' resolutions in remuneration-related
matters. This includes any resolutions to derogate from the
guidelines.
Description of material changes to the guidelines and how the
views of shareholders' have been taken into consideration.
The proposal for guidelines to be presented at the annual
general meeting 2024 entails a change regarding that the variable
remuneration paid in cash may not exceed 80 percent of the annual
fixed cash salary, as opposed to the previous guidelines which
stated 60 percent. Otherwise, the proposal does not entail any
material changes in relation to the company's existing guidelines
on remuneration. The Board of Directors has not received any
comments from the shareholders to consider in the preparation of
this proposal.
Majority rules
The implementation of the Board of Directors' proposals under
items 17 and 18 are subject to the approval at the annual general
meeting with at least two thirds (2/3) of both the votes cast and
of the shares represented at the meeting. Resolution in accordance
with items 19b, 20b and 21 above requires approval of at least
nine tenths (9/10) of the shares represented and votes cast at the
annual general meeting.
Shareholder's right to obtain information
Shareholders are reminded of their right to, at the annual
general meeting, obtain information from the Board of Directors and
CEO in accordance with Chapter 7 Section 32 of the Companies Act.
Shareholders who wish to submit questions in advance may do so by
sending post to Calliditas Therapeutics AB (publ), att.
Fredrik Johansson, Kungsbron 1 D5,
SE-111 22 Stockholm, Sweden, or
via e-mail to fredrik.johansson@calliditas.com.
Other information
The annual report and the auditor's report for the financial
year 2023, proxy form and advance voting form, the remuneration
report and other supporting documents for the general meeting,
including complete proposals, as well as the statement from the
auditor pursuant to Chapter 8, Section 54 of the Companies Act will
be available to the shareholders at the company's office on
Kungsbron 1 D5, SE-111 22 Stockholm,
Sweden, and on the company's webpage, www.calliditas.se/en/,
no later than 27 May 2024. In
connection with the publication of the notice, the nomination
committee's proposal and motivated statement will be available on
the address stated above as well as on the website stated above.
Copies of the documents will be sent to the shareholders who so
request and who states their postal address.
Processing of personal data
For information on how your personal data is processed, please
see the integrity policy that is available at Euroclear's website,
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Calliditas Therapeutics AB (publ)
The Board of Directors
This is an in-house translation of the Swedish
original wording. In case of discrepancies between the English
translation and the Swedish original, the Swedish text shall
prevail.
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