Pre-Annual General Meeting Information • Apr 6, 2022
Pre-Annual General Meeting Information
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The shareholders of Camurus AB (publ), Reg. No 556667-9105, are hereby invited to the Annual General Meeting ("AGM") on 12 May 2022 at 5 p.m. CEST at Elite Hotel Ideon, Scheelevägen 27, Ideon Science Park, 223 63 Lund, Sweden. Registration for the AGM begins at 4.30 p.m. CEST.
The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the AGM also by postal voting in accordance with the regulations in Camurus' Articles of Association.
A) A person who wishes to attend the meeting room in person or through a representative must
If a shareholder is represented by a proxy, a written and dated power of attorney signed by the shareholder must be issued to the proxy. Proxy form is available in Swedish and English upon request to the company and is also available on the company's website www.camurus.com. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the power of attorney is issued by a legal person, a registration certificate or other authorization document must be attached. In order to facilitate the registration process at the AGM, a proxy together with registration certificate and other authorization documents shall be received by the company at the above stated address before the AGM.
B) A person who wishes to participate in the AGM by postal voting must
Anyone who wishes to attend the meeting room in person or through a representative, must give notice in accordance with the instructions stated under A) above. Hence, a notice through postal voting only is not sufficient for those who wishes to attend the meeting room.
A special form must be used for postal voting. The form is available on the company's website www.camurus.com. The completed and signed form may be sent by mail to Camurus AB (publ), c/o Euroclear Sweden AB, "Annual General Meeting", P.O. Box 191, SE-101 23 Stockholm, Sweden or by email to [email protected]. The completed form must be received by Euroclear Sweden AB no later than 6 May 2022. Shareholders may also cast their
votes electronically by verifying with BankID via Euroclear Sweden AB's website https://anmalan.vpc.se/EuroclearProxy/. To be considered, such electronic votes must be submitted no later than 6 May 2022.
Shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.
If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy form is available in Swedish and English upon request to the company and is also available on the company's website www.camurus.com. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.
In order to be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the AGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of 4 May 2022. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee's routines, at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than 6 May 2022 will be taken into account in the presentation of the share register.
In accordance with the principles for formation of the Nomination Committee adopted by the

annual general meeting on 3 May 2016, the Nomination Committee for the annual general meeting 2022 has consisted of chairman Per Sandberg (Sandberg Development AB), Max Mitteregger (Gladiator), Arne Lööw (the Fourth Swedish National Pension Fund) and Per Olof Wallström (chairman of the Board).
The Nomination Committee has proposed that lawyer Jakob Wijkander, Mannheimer Swartling Advokatbyrå, shall be elected as chairman of the annual general meeting.
The Board has proposed that no dividend should be paid for the financial year 2021 and that the company's available funds of in total KSEK 766,474, including the year's loss of KSEK -90,446, should be carried forward.
The Nomination Committee has proposed that the number of Board members shall be eight, that the number of auditors shall be one and that no deputy auditors shall be appointed.
The Nomination Committee has proposed that fees to the Board, excluding fees for work in the committees, is to be paid with SEK 2,450,000 in total, of which, SEK 650,000 (600,000) is to be paid to the chairman of the Board and SEK 300,000 (275,000) is to be paid to each other member of the Board who is not employed by the company. For work in the Audit Committee, an unchanged fee of SEK 125,000 shall be paid to the chairman and a fee of SEK 50,000 shall be paid to each other member. For work in the Remuneration Committee, an unchanged fee of SEK 50,000 shall be paid to the chairman and SEK 25,000 shall be paid to each other member. The Nomination Committee has further proposed that fees to the auditor is to be paid as per approved invoice.
The Nomination Committee has proposed re-election of the Board members Per Olof Wallström, Hege Hellstrøm, Jakob Lindberg, Behshad Sheldon, Fredrik Tiberg, Ole Vahlgren and Kerstin Valinder Strinnholm, and new election of Stefan Persson. Per Olof Wallström is proposed for reelection as chairman of the Board.
Stefan Persson, born 1967, is CEO and President of Camurus' main owner Sandberg Development AB. Stefan has studied technical physics and electronics at Linköping University Faculty of Science and Engineering. He has a long and successful career at Perstorp, Sony Ericsson, Bang & Olufsen and most recently as CEO of Precise Biometrics. He has also been active and living in China for some time. Stefan holds 1,597 shares in Camurus. Stefan is to be regarded as independent in relation to the company and the group management but not in relation to the company's major shareholders.
Information about Board members who are proposed for re-election can be found on the company's website www.camurus.com.
The Nomination Committee has, in accordance with the recommendation of the Audit Committee, proposed re-election of the registered auditing firm PricewaterhouseCoopers AB for a term of one year. PricewaterhouseCoopers AB has informed that Lisa Albertsson will be auditor in charge, if the company is elected.
The Board of Directors proposes that the annual general meeting resolves to approve the Board of Directors' report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
The Board of Directors proposes that the annual general meeting resolves to authorize the Board of Directors to resolve on issues of new shares and/or convertibles in accordance with the

following conditions:
The purpose of the above authorization and the reason for the deviation from the shareholders' preferential right is to enable licensing or investments in the development of product candidates, approved medicines and/or supplementary technologies, to carry out or finance, fully or partly, acquisitions of companies, product candidates or development projects, to strengthen the company's capital base and/or to broaden the company's ownership base.
Under the Swedish Companies Act, the resolution of the general meeting on authorization for the Board of Directors to resolve on issues of new shares and/or convertibles requires the approval of shareholders representing at least two-thirds of both the number of votes cast and the shares represented at the meeting in order to be valid.
The Board of Directors proposes that the annual general meeting resolves to authorize the Board of Directors to resolve on acquisition and transfer of the company's own shares on the following conditions.
The purpose of the proposed authorization is to enable the financing or payment of possible future company acquisitions.

The purpose of the proposed authorization and the reason for deviation from the shareholders' preferential right is to enable the financing or payment of possible future company acquisitions.
Under the Swedish Companies Act, the resolution of the general meeting to authorize the Board of Directors to resolve on acquisition and transfer of own shares, requires the approval of shareholders representing at least two-thirds of both the number of votes cast and the shares represented at the meeting in order to be valid.
The Board of Directors of Camurus AB ("Camurus") proposes that the 2022 annual general meeting resolves to establish a long-term incentive program based on employee stock options for senior executives and other employees in the Camurus Group ("ESOP2022/2026").
Since 2016, the annual general meeting of Camurus has resolved on annually recurring incentive programs for the employees. Following an evaluation ahead of the 2021 annual general meeting, the Board for the first time decided to propose to the annual general meeting the establishment of an incentive program based on employee stock options. An incentive program based on employee stock options that are linked to the development of the share price, rewards the long term value growth in Camurus, creating common interests and goals for the company's shareholders and its employees. A successful implementation of Camurus' business strategy and the safeguarding of the company's long-term interests, presupposes that the company can recruit and retain qualified employees. The purpose of the proposed program is to be able to offer competitive remuneration, which is required in order to attract, retain and motivate employees, both in Sweden and internationally, and to ensure a long-term commitment from senior executives and other employees, through an incentive paired with the company's value growth.
To secure Camurus' commitments in accordance with ESOP2022/2026 as well as the social security charges associated with the program, the Board also proposes that the annual general meeting resolves on a directed issue of warrants and to approve the transfer of warrants in accordance with item B below.
Considering the terms proposed below, the size of the allotment and other circumstances, the Board considers that the proposed ESOP2022/2026 is well-balanced and beneficial for Camurus and its shareholders.
The Board proposes that the annual general meeting resolves to implement ESOP2022/2026 on the principal terms and conditions set out below:

5. Of the total number of Employee Options, a maximum of 929,000 Employee Options shall be allocated to participants who, at the time of implementation of ESOP2022/2026, are included in any of the following categories ("Option Group 1"), where allocation shall be made in accordance with the following principles.
| Category | Number of Employee Options, maximum |
|---|---|
| CEO | maximum 42,000 Employee Options |
| Chief Commercial Officer and Chief Financial Officer |
maximum 24,000 Employee Options per person |
| Other senior executives (7 persons) | maximum 16,000 Employee Options per person |
| Business Unit Head, Global Manager and General Manager (9 persons) |
maximum 12,500 Employee Options per person |
| Country managers, senior specialists and regional key employees (22 persons) |
maximum 9,500 Employee Options per person |
| Other specialists (38 persons) | maximum 5,000 Employee Options per person |
| Sales functions (33 persons) | maximum 3,500 Employee Options per person |
| Other employees (40 persons) | maximum 2,500 Employee Options per person |
To enable Camurus to deliver shares or warrants that can be immediately converted into shares in accordance with ESOP2022/2026 and to secure associated costs, such as social security charges, the Board proposes that the annual general meeting resolves on a directed issue of warrants and to approve the transfer of warrants on the following terms:
The reason for the deviation from the shareholders' preferential rights is that the issue forms part of the implementation of ESOP2022/2026. In light of what has been stated in Background and reasons above, the Board believes that it is to the advantage of Camurus and its shareholders that senior executives and other employees in the Camurus Group are offered participation in ESOP2022/2026.
The Board further proposes that the annual general meeting resolves to approve that Camurus Development AB, directly or indirectly, is permitted to transfer warrants and/or shares free of charge to the participants of ESOP2022/2026 in connection with the Employee Options being exercised in accordance with their terms, or to otherwise dispose of the warrants, including (but not limited to) selling them to financial institutions to secure Camurus' commitments and costs in connection with ESOP2022/2026.
Since an authorisation for the Board to resolve on transfer of own shares on Nasdaq Stockholm is valid only until the next annual general meeting, the Board has decided not to propose that the 2022 annual general meeting resolves on an authorisation for the Board to resolve on transfer of the company's own shares on Nasdaq Stockholm in order to secure payment of social security charges. However, before any transfer of warrants and/or shares in Camurus to participants in ESOP2022/2026, the Board may propose a later general meeting to resolve on an authorisation for the Board to resolve on transfer of the company's own shares on Nasdaq Stockholm in order to secure payment of social security charges.
Last, the Board proposes that the Board, or anyone appointed by the Board, should be authorised to make the minor adjustments to the above-mentioned resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office and possible Euroclear accession of the warrants.
_________________
The Board estimates that ESOP2022/2026 will incur costs for the company from an accounting perspective in accordance with IFRS 2. Personnel costs in accordance with IFRS 2 do not affect the company's cash flow. Social security charges will be expensed in the income statement during the vesting period.
Based on the assumption of a share price at the time of allocation of the Employee Options of SEK 151.8, an annual increase in the share price of 30 percent, that 100 percent of the Employee Options included in the program will be exercised and that the Employee Options at the time of allocation are valued in accordance with a Black & Scholes model, the annual personnel cost from an accounting perspective according to IFRS 2 for ESOP2022/2026 is estimated to amount to a total of approximately SEK 16 million during the period 2022-2026. Assuming instead that 50 percent of the Employee Options in the program are exercised, the corresponding cost is estimated to a total of SEK 8 million. The Employee Option have no market value because they are not transferable. However, with the help of Optio Incentives, an external and independent party, the company has calculated a theoretical value of the Employee Option using the Black & Scholes valuation model. The calculations have been based on the term of the Employee Option, the Exercise Price, an assumed share price of SEK 151.8 at allotment, an assumed volatility of 50 percent, an expected dividend of SEK 0 and a risk-free interest rate during the term of the Employee Option of -0.090 percent. According to this valuation, the value of the Employee Options amounts to approximately SEK 44 per Employee Option. The restrictions on transferability have not been considered in the valuation. The actual IFRS 2 cost during the vesting period depends on how many Employee Options that are exercised.
Upon exercise of the Employee Options, ESOP2022/2026 also results in costs in the form of social security charges. Total costs for social security charges during the vesting period depend on how many Employee Options that are exercised and on the value of the benefit that the participant will ultimately receive, i.e. on the value of the Employee Options upon exercise. Assuming that 100 percent of the Employee Options included in the program will be exercised, that the social security charges amount to 27.0 percent, an assumed Exercise Price of SEK 197 and an assumed share price of SEK 262 when exercising the Employee Options, the costs for the social security charges amount to approximately SEK 18 million. Under the same conditions, but assuming that 50 percent of the Employee Options included in the program are exercised, the cost of social security charges is estimated to amount to approximately SEK 9 million. The company's entire cost for social security charges is proposed to be secured through the directed issue of warrants in accordance with item B above.
ESOP2022/2026 entails the issue of a maximum of 1,083,000 warrants, of which 1,000,000 warrants to cover Camurus' commitments to the participants in the program and 83,000 warrants to cover costs for social security charges. Assuming that all warrants issued in connection with ESOP2022/2026 are used to subscribe for new shares, Camurus' share capital will increase by SEK 27,075. This corresponds to approximately 1.9 percent of the shares and votes in the company after full exercise. In such case, the key ratio earnings per share for the full year 2021

had changed in such a way that the loss per share had decreased by approximately SEK 0.01 from SEK -1.66 to SEK -1.65.
Camurus already has two ongoing incentive programs based on warrants, Warrants Program 2019/2022 and Warrants Program 2020/2023 and one ongoing program based on employee stock options (ESOP2021/2024). These programs together comprise a maximum of 1,908,934 new shares in Camurus, corresponding to a total dilution effect of approximately 3.5 percent. In total, the warrant programs, ESOP2021/2024 and ESOP2022/2026 entail a maximum dilution effect of approximately 5.5 percent, compared to the total outstanding shares and votes in the company at the time of this proposal.
The above calculations are subject to any additional recalculations of the warrants in accordance with the terms that apply to the respective incentive program. All dilution effects have been calculated as the number of additional shares in relation to the number of existing and additional shares.
The proposal for ESOP2022/2026 has been prepared by the Board and its Remuneration Committee in consultation with certain major shareholders and external advisers.
The Board's proposal for a resolution regarding ESOP2022/2026 and the necessary measures to fulfil the company's associated commitments in accordance with items A and B above is put forward as single proposal. The Board therefore proposes that the resolution of the annual general meeting under items A and B above is made as a single resolution in compliance with the majority rules in chapter 16 in the Swedish Companies Act, meaning that shareholders with at least nine tenths of both the votes cast and the shares represented at the meeting must vote in favour of the proposals.
Financial statements, the auditor's report and the statement by the auditor and the Board's complete proposal for the resolutions will be available at the company and on the company's website, www.camurus.com, as from 21 April 2022 at the latest, and will be sent upon request to shareholders who provide their address. Copies will also be available at the AGM. The Nomination Committees' reasoned statement is available at the company's website www.camurus.com.
The Board and the CEO shall at the AGM, if any shareholder so requests and the Board believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of items on the agenda, circumstances that can affect the assessment of the company's or its subsidiaries' financial position and the company's relation to other companies within the group.
At the time of this convening notice, the total number of shares in the company amounts to 54,828,584. The company has only one series of shares and the total number of votes in the company amounts to 54,828,584.
For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Lund in April 2022 Camurus AB (publ) The Board of Directors

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 www.camurus.com.
Per Olof Wallström, Chairman of the Board Tel. +46 709 42 95 20 [email protected]
The information was submitted for publication at 07:00 am CET on 6 April 2022.
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