Resolutions at the annual general meeting 2024 in Camurus
Lund, Sweden — 8 May 2024 — Camurus AB’s (CAMX) annual general meeting 2024 was held today, Wednesday 8 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, Erika Söderberg Johnsson and Fredrik Tiberg, were re-elected as Board members. Per Olof Wallström was re-elected as chairman of the Board. The accounting company Öhrlings PricewaterhouseCoopers AB was re-elected as auditor with Johan Rönnbäck as auditor in charge.
Fees
It was resolved that fees to the Board, including fees for work in the committees, is to be paid with SEK 2,505,000 in total. A fee of SEK 800,000 shall be paid to the chairman of the Board and SEK 335,000 to each other Board member elected by the general meeting and not employed by the company. For work in the committees, it was resolved that the chairman of the Audit Committee shall receive SEK 150,000 and that the other members of the Audit Committee shall receive SEK 70,000 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, MSEK 1,386.5 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 at the time the authorization is exercised for the first time. The authorization may be exercised on one or several occasions up to the annual general meeting 2025. 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, excluding the company’s holding of own shares for the purpose of securing the company’s commitments under the Performance Share Plan 2024/2027, 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.
Resolution on implementation of Performance Share Plan 2024/2027
The AGM resolved, in accordance with the Board’s proposal, on implementation of a Performance Share Plan as well as delivery arrangements in respect thereof by way of resolution on amendment of the articles of association, resolution on a directed issue of a maximum of 240,000 redeemable and convertible series C shares, authorization for the Board of Directors to resolve on the repurchase of all issued series C shares and resolution on transfer of a maximum of 185,000 own common shares to the participants of the program.
The Performance Share Plan comprise all employees in the Camurus group, approximately 250 persons. The Performance Share Plan entails an opportunity, after a three-year vesting period, to receive performance shares free of charge, subject to satisfaction of certain performance conditions. The conditions are related to absolute compounded TSR increase between the AGM 2024 and AGM 2027, Camurus’ revenue growth, where the revenue (as reported) for the financial year 2023 is compared to the revenue (as reported) for the financial year 2026, and the company’s pipeline progress during the financial years 2024‑2026.
The maximum dilution effect of the program is approximately 0.42 percent of the shares and votes in the company.
Resolution on approval of transfer of warrants issued under ESOP2021/2024
The meeting resolved, in accordance with the Board’s proposal, to approve that Camurus Development AB, directly or indirectly, is permitted to transfer 150,000 unused warrants issued under ESOP2021/2024 or to otherwise dispose of such warrants to secure Camurus’ costs in connection with ESOP2021/2024.
For more information
Fredrik Tiberg, President & CEO
Tel. +46 (0)46 286 46 92
fredrik.tiberg@camurus.com
About Camurus
Camurus is a Swedish science-led biopharmaceutical company committed to developing and commercializing 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 dependence, pain, cancer, and endocrine disorders, 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 7 pm CEST on 8 May 2024.