(Información remitida por la empresa firmante)
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 18 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 18. 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 20 – Resolution, in order to adopt a long-term performance-based incentive program for members of the Board of Directors, on:
Linc AB and Stiftelsen Industrifonden which, as of the date of this notice, together represents 17 percent of the outstanding shares and votes in Calliditas Therapeutics, (the «Main Shareholders») 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 AB («Board LTIP 2023») 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 Main Shareholders propose 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.
Board LTIP 2023 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 Calliditas Therapeutics to be calculated in accordance with the principles stipulated below, however not more than 50,000 shares. In order to ensure the delivery of shares under Board LTIP 2023 and Board LTIP 2022 (as defined below), not more than 90,706 warrants (50,000 warrants for Board LTIP 2023 and 40,706 warrants for Board LTIP 2022) can be issued in accordance with item 20b below.
20a – Adoption of a long-term performance-based incentive program for members of the Board of Directors
The rationale for the proposal
Board LTIP 2023 is intended for members of the Board of Directors in Calliditas Therapeutics. The Main Shareholders believe 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 2023 is adapted to the current position and needs of Calliditas Therapeutics. The Main Shareholders are of the opinion that Board LTIP 2023 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.
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 2023 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 2023 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 shares in Calliditas Therapeutics.
Preparation of the proposal
Board LTIP 2023 has been prepared by the Main Shareholders 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 125, Board LTIP 2023 will comprise not more than 30,400 shares in total, which corresponds to a dilution of approximately 0.1 percent on a fully diluted basis. Taking into account also the shares which may be issued pursuant to previously implemented incentive programs in the company, the maximum dilution amounts to 7.2 percent on a fully diluted basis. Taking into account also the 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 2023, the maximum dilution amounts to 10.0 percent on a fully diluted basis.
Information about Calliditas Therapeutics’ existing incentive programs can be found in Calliditas Therapeutics’ annual report for 2022, note 10, which is available on the company’s website, www.calliditas.se/en/.
Scope and costs of the program
Board LTIP 2023 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 125, the annual cost for the Board LTIP 2023, according to IFRS 2, is estimated at approximately SEK 0.7 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 0.4 million, based on an annual increase in the share price of 10 percent, the aforementioned assumptions and a social security tax rate of 31.42 percent. The total annual cost for Board LTIP 2023 during the term of the program, including costs according to IFRS 2 and social security charges, is therefore estimated to approximately SEK 1.1 million.
The total cost of the Board LTIP 2023, including all costs referred to above and social security charges, is estimated to amount to approximately SEK 3.3 million under the above assumptions.
Delivery of shares under Board LTIP 2023
In order to ensure the delivery of shares under Board LTIP 2023, the Main Shareholders propose that the annual general meeting resolves to issue warrants in accordance with item 20b below.
20b – Issue of warrants
In order to ensure the delivery of shares under (i) Board LTIP 2023 and (ii) the long-term performance-based incentive program for members of the Board of Directors adopted by the annual general meeting 2022 (the «Board LTIP 2022»), the Main Shareholders propose that the annual general meeting resolves to issue not more than 90,706 warrants (50,000 warrants for Board LTIP 2023 and 40 706 warrants for Board LTIP 2022), whereby the company’s share capital can increase by not more than SEK 3 628,24 in accordance with the following:
20c – Equity swap agreement with a third party
Should the majority requirement for item 20b above not be met, the Main Shareholders propose that the annual general meeting resolves that Board LTIP 2023 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 shares of Calliditas Therapeutics to the participants.
Item 21 – Resolution, in order to adopt a long-term incentive program for the company’s management and key personnel, on:
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