STOCKHOLM, May 27, 2021 /PRNewswire/ -- The following
resolutions were passed at Calliditas Therapeutics AB (publ)
("Calliditas") annual general meeting held today, on May 27, 2021.
Adoption of income statement and balance sheet for the
financial year 2020 and discharge from liability
The annual general meeting resolved to adopt the income
statement and the consolidated income statement for the financial
year 2020 as well as the balance sheet and consolidated balance
sheet as of 31 December 2020. The
members of the board of directors and the managing director were
discharged from liability for the financial year 2020.
Allocation of profit or loss
The annual general meeting resolved, in accordance with the
board of directors' proposal, that no dividend shall be paid for
2020 and that the results of the company shall be carried
forward.
Election of board members, auditors, fees to the board of
directors and auditors
The annual general meeting resolved, in accordance with the
nomination committee's proposal, that the number of members of the
board of directors shall be five without deputies and that the
number of auditors shall be one without deputies.
In accordance with the nomination committee's proposal,
Elmar Schnee, Hilde Furberg, Lennart
Hansson, Diane Parks and
Molly Henderson were re-elected as
members of the board of directors for the period until the end of
the next annual general meeting. Elmar
Schnee was re-elected as the chairman of the board of
directors. The audit firm Ernst & Young AB was re-elected
auditor of the company for the period until the end of the next
annual general meeting, and it was noted that the authorised public
accountant Anna Svanberg will
continue as auditor in charge.
The annual general meeting further resolved, in accordance with
the nomination committee's proposal and for the time period until
the end of the next annual general meeting, that the directors'
fees shall be paid with SEK 850,000
to the chairman of the board of directors and with SEK 300,000 to each of the other members, with
SEK 150,000 to the chairman of the
audit committee and with 75,000 SEK
to the other members of the audit committee as well as with
SEK 50,000 to the chairman of the
remuneration committee and SEK 25,000
to the other members of the remuneration committee. In addition to
the above remuneration, it was determined 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
an additional amount of SEK 50,000.
The annual general meeting further resolved, in accordance with the
nomination committee's proposal, that the remuneration to the
auditor shall be paid in accordance with approved statement of
costs.
Nomination committee for the next annual general
meeting
The annual general meeting resolved, in accordance with the
nomination committee's proposal, on principles for appointing the
nomination committee. In short, the nomination committee should 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.
Remuneration report
The annual general meeting approved the board of directors'
proposal regarding remuneration report.
Long-term performance-based incentive program for members of
the board of directors
The annual general meeting resolved, in accordance with the
nomination committee's proposal, to adopt a new long-term
performance-based incentive program for members of the board of
directors, including a resolution to issue not more than 32,000
warrants to ensure delivery of shares to participants under the
program. The incentive program entails that the members of the
board of directors will be granted share awards, free of charge,
that can entitle to shares in Calliditas, subject to the fulfilment
of certain performance conditions.
Long-term incentive program for the management and key
personnel
The annual general meeting resolved, in accordance with the
board of directors' proposal, to adopt a new long-term incentive
program for the company's management and key personnel, including a
resolution to issue not more than 1,500,000 warrants to ensure
delivery of shares to participants under the program. The incentive
program entails that the participants will be granted options which
after three years will entitle the holder to the acquisition of
shares in the company at a pre-determined exercise price
corresponding to 115 per cent of the volume-weighted average price
of Calliditas' share during the ten trading days preceding the
granting date.
Authorisation to issue new shares
The annual general meeting resolved, in accordance with the
board of directors' proposal, to authorise the board of directors,
at one or several occasions and for the period up until the next
annual general meeting, to increase the company's share capital by
issuing new shares. 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 authorisation may only be utilised
to the extent that it corresponds to a dilution of not more than 20
per cent of the total number of shares outstanding at the time of
the general meeting's resolution on the proposed authorisation.
Amendment to the articles of association
The annual general meeting resolved, in accordance with the
board of directors' proposal, to amend the articles of association
as a result of statutory amendments as well as to introduce a new
section whereby the board is enabled to collect powers of attorney
and to resolve that the shareholders shall be entitled to exercise
their voting rights by post prior to a general meeting.
For further information, please contact:
Mikael Widell, Head of
Communications
Email: mikael.widell@calliditas.com
Telephone: +46 703-11 99 60
The information was submitted for publication, through the
agency of the contact person set out above, at 6.30 pm CEST on
May 27, 2021.
About Calliditas
Calliditas Therapeutics is a biopharma company based in
Stockholm, Sweden focused on
identifying, developing and commercializing novel treatments in
orphan indications, with an initial focus on renal and hepatic
diseases with significant unmet medical needs. Calliditas' lead
product candidate, Nefecon, is a proprietary, novel oral
formulation of budesonide, an established, highly potent local
immunosuppressant, for the treatment of adults with the autoimmune
renal disease primary IgA nephropathy (IgAN), for which there is a
high unmet medical need and there are no approved treatments.
Calliditas has recently read out topline data from Part A of its
global Phase 3 study in IgAN and, if approved, aims to
commercialize Nefecon in the United
States. Calliditas is also planning to start clinical trials
with NOX inhibitors in primary biliary cholangitis and head and
neck cancer. Calliditas is listed on Nasdaq Stockholm (ticker:
CALTX) and the Nasdaq Global Select Market (ticker: CALT). Visit
www.calliditas.com for further information.
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AGM_2021_-_Bulletin
from the annual general meeting (Eng)
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