Resolutions at the annual general meeting 2023 in Camurus
Lund, Sweden — 10 May 2023 — Camurus AB’s (CAMX) annual general meeting 2023 was held today, Wednesday 10 May, at Elite Hotel Ideon in Lund.
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
Per Olof Wallström, Hege Hellstrøm, Jakob Lindberg, Stefan Persson, Behshad Sheldon, Fredrik Tiberg, Ole Vahlgren and Kerstin Valinder Strinnholm were re-elected as Board members. Erika Söderberg Johnsson 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 Lisa Albertsson as auditor in charge.
It was resolved that the fees to the Board, excluding committee fees, shall amount to SEK 750,000 to the chairman of the Board and SEK 325,000 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 901,283 in total, should be carried forward.
Authorization for the Board to resolve on issue of new shares and/or convertibles
In accordance with the proposal from the Board, the meeting resolved to authorize the Board to resolve on issue of such number of new shares and/or convertibles that corresponds to a maximum of 20 percent of the company’s share capital. The authorization may be exercised on one or several occasions up to the annual general meeting 2024. 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.
Authorization for the Board to resolve on acquisition and transfer of the company’s own shares
The meeting resolved, in accordance with the Board’s proposal, to authorize the Board to resolve on acquisition and transfer of the company’s own shares. Acquisition may take place on Nasdaq Stockholm, on one or several occasions up to the next annual general meeting, of not more than two (2) percent of the total number of shares in the company, at a price per share which falls within the prevailing price interval registered at each point in time. During the same period, transfer may take place of not more than the number of shares that the company holds at the time of transfer. Transfer may be made with deviation from the shareholders’ preferential right as payment of the total or part of the purchase price at an acquisition of a company or business or part of a company or business, where the consideration shall be equivalent to the estimated market value of the share at the time of the decision on transfer. Transfer may also be made by sale on Nasdaq Stockholm at a price which falls within the prevailing price interval registered at each point in time in order to enable the financing or payment of possible future company acquisitions.
Resolution on implementation of ESOP2023/2026
In accordance with the proposal from the Board, the meeting resolved on the implementation of employee stock option program ESOP2023/2026, including a directed issue of warrants and approval of transfer of warrants to fulfil the company's commitments under the program and to secure social security charges. A maximum of 200,000 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 125 percent of the volume weighted average price for the company’s share on Nasdaq Stockholm during the ten trading days immediately following the company's 2023 annual general meeting. The employee stock options may be exercised during the period from and including 1 June 2026 up until 31 December 2026. In order to enable Camurus to deliver shares under ESOP2023/2026 and to secure associated costs, such as social security charges, the annual general meeting also resolved in accordance with the Board's proposal to issue a maximum of 218,700 subscription warrants free of charge to the wholly owned subsidiary Camurus Development AB. The maximum dilution effect of the program is approximately 0.39 percent of the shares and votes in the company after full exercise.
Resolution on guidelines for executive remuneration
The meeting resolved in accordance with the Board’s proposal on amended guidelines for executive remuneration. In relation to the previous guidelines, the new guidelines entails that the variable cash remuneration for senior executives may amount to not more than sixty (60) percent of the total fixed cash salary during the measurement period of the criteria, compared to previously fifty (50) percent.
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 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 7:00 pm CET on 10 May 2023.