Resolutions at the Annual General Meeting 2016 in Camurus
Lund — 3 May 2016 — Camurus AB’s (CAMX) annual general meeting 2016 was held today, Tuesday 3 May, at Elite Hotel Ideon in Lund. At the meeting, the following principal resolutions were passed.
Election of Board members and auditor
Per Olof Wallström, Per-Anders Abrahamsson, Marianne Dicander Alexandersson, Martin Jonsson, Svein Mathisen, Per Sandberg, Fredrik Tiberg and Kerstin Valinder Strinnholm were re-elected as Board members. Per Olof Wallström was re-elected as chairman of the Board. Björn Olsson had declined re-election. The accounting company PricewaterhouseCoopers AB was re-elected as auditor.
It was resolved that the fees to the Board shall amount to SEK 350,000 to the chairman of the Board and SEK 150,000 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 no remuneration shall be paid for work in the Remuneration Committee.
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 610,310,448 in total, should be carried forward and that no dividend should be paid for the financial year 2015.
Guidelines for remuneration to senior executives
In accordance with the proposal by the Board, the meeting resolved on guidelines for remuneration to senior executives mainly corresponding to the guidelines adopted by the extraordinary general meeting 2015. 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 40 percent of the fixed salary for the CEO and 30 percent of the fixed salary for 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.
Resolution on incentive program
In accordance with the proposal from the Board, the meeting resolved to adopt an incentive program for the company’s employees. The program entails that a maximum of 550,000 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 2017 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 2019 to 15 December 2019. 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 18 May 2016 up to and including 24 May 2016. 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 approx. 1.5 percent.
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 information, visit www.camurus.com.
For more information
Fredrik Tiberg, President & CEO
Tel. +46 (0)46 286 46 92
Rein Piir, VP Investor Relations
Tel. +46 (0)70 853 72 92
The information was submitted for publication at 8.00 p.m. on 3 May 2016.