Bulletin from the annual general meeting of Calliditas Therapeutics AB (publ)

Core Points - Calliditas Therapeutics held its annual general meeting on June 17, 2024, where several key resolutions were passed regarding board remuneration, share issuance, and incentive programs [9][19][25]. Group 1: Board Remuneration - The board of directors' fees were set at SEK 940,000 for the chairman and SEK 365,000 for other non-employee members, with additional amounts for members residing in the U.S. and Europe [2]. - The remuneration for the audit committee chairman is SEK 200,000, while other members receive SEK 100,000, and for the remuneration committee, the chairman receives SEK 50,000 and other members SEK 25,000 [2]. Group 2: Share Issuance Authorization - The board was authorized to transfer up to 5,908,018 ordinary shares, with the total number of shares transferred not exceeding 20% of the total ordinary shares issued at the time of the resolution [4][12]. - The purpose of this authorization is to finance acquisitions, procure capital for project development, repay loans, or commercialize products [17]. Group 3: Incentive Programs - A new long-term performance-based incentive program was adopted for board members, which includes share awards contingent on performance conditions [13]. - The company also approved a new long-term incentive program for management and key personnel, granting options that allow for share acquisition at a predetermined price after three years [29]. - The terms for previously outstanding long-term incentive programs were amended to include a net share settlement method [23]. Group 4: Financial Resolutions - The annual general meeting resolved that no dividends would be paid for the financial year 2023, with SEK 904,299 thousand to be carried forward [19]. - The income statement and balance sheet for the financial year 2023 were adopted, and the members of the board and CEO were discharged from liability for that year [25]. Group 5: Board Composition and Election - The board of directors was confirmed to consist of six members without deputies, with Elmar Schnee re-elected as chairman [26]. - Ernst & Young AB was re-elected as the auditor for the company for the same period [26]. Group 6: Remuneration Guidelines - Updated guidelines for remuneration to group management and board members were adopted, allowing variable cash remuneration to exceed 80% of the annual fixed cash salary, up from the previous 60% [30].