Resolutions at the annual general meeting 2018 in Camurus
Lund, Sweden – 3 May 2018 — Camurus AB’s (CAMX) annual general meeting 2018 was held today, Thursday 3 May, at Elite Hotel Ideon in Lund. At the meeting, the following principal resolutions were passed.
Election of Board members and auditor
Per-Anders Abrahamsson, Marianne Dicander Alexandersson, Martin Jonsson, Fredrik Tiberg, Kerstin Valinder Strinnholm and Per Olof Wallström were re-elected as Board members. Beshad Sheldon was elected as new Board member. Per Olof Wallström was re-elected as chairman of the Board. Svein Mathisen had declined re-election. The accounting company PricewaterhouseCoopers AB was re-elected as auditor with Ola Bjärehäll as auditor in charge.
It was resolved that the fees to the Board shall amount to SEK 550,000 to the chairman of the Board and SEK 200,000 to each other Board members elected by the general meeting and not employed by the company. For work in the committees, it was further resolved that the chairman of the Audit Committee shall receive SEK 100,000 and that the other members of the Audit Committee shall receive SEK 50,000 each, and that the chairman of the Remuneration Committee shall receive SEK 50,000 and that the other members of the Remuneration Committee shall receive SEK 25,000 each.
Appropriation of the company’s earnings
The meeting resolved in accordance with the Board’s proposed appropriation of the company’s earnings, entailing that the available funds of the parent company, SEK 355,400,097 in total, should be carried forward and that no dividend should be paid for the financial year 2017.
Guidelines for remuneration to senior executives
In accordance with the proposal by the Board, the meeting resolved on guidelines for remuneration to senior executives corresponding to the guidelines adopted by the annual general meeting 2017. The guidelines principally entail that salaries and other terms of remuneration to the management shall be in accordance with market practice and that variable cash remuneration shall amount to a maximum of 50 percent of the fixed salary for the CEO and other senior executives. Fixed salary during notice period and severance pay shall in total not exceed an amount equivalent to the fixed salary for 18 months for the CEO and 12 months for other senior executives.
Authorisation for the Board of Directors to resolve on new share issues
In accordance with the proposal from the Board, the meeting resolved to authorise the Board of Directors to resolve on new share issues. The authorisation may be exercised on one or several occasions up to the annual general meeting 2019, and a maximum of 3,728,149 shares, corresponding to 10 percent of the company’s share capital, may be issued. An issue may be made with or without deviation from the shareholders’ preferential right and against cash payment, by set-off or by contribution in kind.
Resolution on incentive program
In accordance with the proposal from the Board, the meeting resolved on an incentive program for the company’s employees. The program entails that a maximum of 100,000,000 subscription warrants shall be issued to Camurus’ wholly owned subsidiary Camurus Development AB, for further transfer to the company’s employees. Transfer shall take place before of the company’s annual general meeting 2019 at market value at the time of transfer, and allotment shall be made in accordance with the principles set out in the Board’s proposal. Subscription of shares by exercise of subscription warrants shall take place during the period from 15 May 2021 to 15 December 2021. The subscription price per share shall correspond to 140% of the volume weighted mean value according to Nasdaq Stockholm’s official price list for share in the company during the period from 4 May 2018 up to and including 11 May 2018. As part of the incentive program, participants may receive a three-piece stay-on bonus in the form of gross salary additions from the company, in total equivalent to the amount paid by the participant for its subscription warrants, provided that the participant at the time for each payment remains in its employment. The maximum dilution effect of the program is approximately 2.7 percent.
For more information:
Fredrik Tiberg, CEO and Head of Research
Tel. +46 (0)46 286 46 92
Camurus is a Swedish research-based pharmaceutical company committed to developing and commercialising innovative and differentiated medicines for the treatment of severe and chronic conditions. New drug products with best-in-class potential are conceived based on the proprietary FluidCrystal® drug delivery technologies and an extensive R&D expertise. Camurus’ clinical pipeline includes products for treatment of cancer, endocrine diseases, pain and addiction, developed in-house and in collaboration with international pharmaceutical companies. The company’s shares are listed on Nasdaq Stockholm under the ticker “CAMX”. For more informationwww.camurus.com.
The information was submitted for publication at 7.30 PM CET on 3 May 2018.