(Información remitida por la empresa firmante)
Fred Driscoll, born in 1968. Fred holds a degree in accounting from Bentley University. Fred has served as CFO of several listed life science companies in the United States. Previous positions include CFO at Flexion Theraputics, Novavax AB and Oxigene Inc. Fred Driscoll holds no shares in Calliditas Therapeutics and is considered to be independent of Calliditas Therapeutics and its management as well as of Calliditas Therapeutics’ larger shareholders.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 2022 and that that SEK 1,125,480 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 amend the articles of association
The Board of Directors proposes that the annual general meeting resolves to amend the articles of association as follows:
An update of § 4 is proposed, whereby the limits for the share capital and the number of shares are increased in order to enable registration of more number of shares. In addition, a new section is proposed, § 11, which authorizes the Board of Directors to resolve that persons not being shareholders shall be allowed to attend general meetings.
Following the insertion of a new section, a renumbering of sections is proposed, whereby the previous § 11 becomes § 12 and so on.
The Board of Directors proposes that the CEO shall be authorized to make the minor adjustments to this resolution that may be necessary in connection with their registration.
Item 18 – 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 19 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 19 – 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 does not intend to carry forward with the ATM program, meaning that the program will be 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 18 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 19.
(CONTINUA)