Lund, Sweden — 6 May 2021 — Camurus AB’s (CAMX) annual general meeting 2021 was held today. In the light of the ongoing corona pandemic and in order to minimize the spread of the disease, the general meeting was held only through postal voting, without the possibility to attend in person, in accordance with temporary legislation.
The annual general meeting adopted the presented income statements and balance sheets as well as the remuneration report prepared by the Board and granted discharge of liability to Board members and the CEO. In addition, the following main resolutions were passed.
Election of Board members and auditor
Behshad Sheldon, Fredrik Tiberg, Kerstin Valinder Strinnholm, Per Olof Wallström, Hege Hellström and Ole Vahlgren were re-elected as Board members. Jakob Lindberg was elected as new Board member. Per Olof Wallström was re-elected as chairman of the Board. 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 member 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, 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, SEK 779,416 thousand in total, should be carried forward.
Authorisation for the Board of Directors to resolve on issues of new shares and/or convertibles
In accordance with the proposal from the Board, the meeting resolved to authorise the Board of Directors to resolve on such number issues of new shares and/or convertibles that corresponds to a maximum of 10 percent of the company’s share capital. The authorisation may be exercised on one or several occasions up to the annual general meeting 2022. 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 implementation of Incentive Program 2021/2024
In accordance with the proposal from the Board, the meeting resolved on the implementation of Incentive Program 2021/2024, including a directed issue of warrants and approval of transfer of warrants to fulfil the company's commitments under the Incentive Program and to secure social security charges. A maximum of 1,215,500 employee stock options may be issued under the Program, where each option entitles the holder to acquire one new share in Camurus at a price corresponding to 130 percent of the volume weighted average price for the company’s share on Nasdaq Stockholm during the ten trading days after 6 May 2021. The employee stock options may be exercised during the period from and including 1 June 2024 up until 16 December 2024. In order to enable Camurus to deliver shares under the Incentive Program 2021/2024 and to secure the company’s social security charges, the annual general meeting also resolved in accordance with the Board's proposal to issue a maximum of 1,313,500 subscription warrants free of charge to the wholly owned subsidiary Camurus Development AB. The maximum dilution effect of the program is approximately 2.4 percent of the shares and votes in the company after full exercise.
Amendment of the articles of association
In accordance with the Board's proposal, the annual general meeting resolved to introduce a new § 10 in the articles of association in order to enable the company to use the alternatives specified by the Swedish Companies Act in relation to proxy collection and postal voting in connection with general meetings.
For more information
Fredrik Tiberg, President & CEO
Tel. 046 286 46 92
Camurus is a Swedish, science-led biopharmaceutical company committed to developing and commercializing innovative, long-acting 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 camurus.com.
The information was submitted for publication at 5 p.m. CET on 6 May 2021.