Resolutions at the annual general meeting 2020 in Camurus
Lund, Sweden — 7 May 2020 — Camurus AB’s (CAMX) annual general meeting 2020 was held today, Thursday 7 May, at Elite Hotel Ideon in Lund. At the meeting, the following principal resolutions were passed.
Election of Board members and auditor
Martin Jonsson, Mark Never, Behshad Sheldon, Fredrik Tiberg, Kerstin Valinder Strinnholm and Per Olof Wallström were re-elected as Board members. Hege Hellström and Ole Vahlgren were elected as new Board members. Per Olof Wallström was re-elected as chairman of the Board. Per-Anders Abrahamsson and Marianne Dicander Alexandersson 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 600,000 to the chairman of the Board and SEK 275,000 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 125,000 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 no dividend should be paid and that the available funds of the parent company, KSEK 572,641 in total, should be carried forward.
Guidelines for remuneration to senior executives
In accordance with the proposal by the Board, the meeting resolved on guidelines for remuneration to senior executives. The guidelines principally entail that the remuneration to senior executives shall be in line with market terms and shall consist of fixed cash salary, variable cash remuneration, pension benefits and other benefits. The variable cash remuneration shall be based on predetermined, well-defined and measurable financial and non-financial criteria for the Camurus group and on group and individual level, respectively, and may amount to not more than 50 per cent of the total fixed cash salary during the measurement period of the criteria. Fixed cash salary during notice period and any severance pay shall in total not exceed an amount equivalent to the fixed cash salary for 24 months for the CEO and 12 months for other senior executives.
Authorization 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 2021, and a maximum of 5,163,685 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 1,200,000 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 prior to the company’s annual general meeting 2021 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 2023 to 15 December 2023. The subscription price per share shall correspond to 130% of the volume weighted mean value according to Nasdaq Stockholm’s official price list for share in the company during the period from 8 May 2020 up to and including 14 May 2020. 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 2.32 percent.
Amendment of the Articles of Association
In accordance with the proposal from the Board, the meeting resolved to amend § 1, § 9 and § 11 of the Articles of Association for the purpose of adapting the Articles of Association to implemented and expected amendments of the Swedish Companies Act and the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act.
For more information
Fredrik Tiberg, President & CEO
Tel. +46 (0)46 286 46 92
Camurus is a Swedish science-led biopharmaceutical 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 company’s proprietary FluidCrystal® drug delivery technologies and its extensive R&D expertise. Camurus’ clinical pipeline includes products for the treatment of cancer, endocrine diseases, pain and addiction, which are 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 information, visit www.camurus.com.
The information was submitted for publication at 6:30 PM CET on 7 May 2020.