Notice of annual general meeting 2023 in Camurus AB (publ) - Börskollen
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Notice of annual general meeting 2023 in Camurus AB (publ)

The shareholders of Camurus AB (publ), Reg. No 556667-9105, are hereby invited to the Annual General Meeting (“AGM”) on 10 May 2023 at 17.00 CEST at Elite Hotel Ideon, Scheelevägen 27, Ideon Science Park, 223 63 Lund, Sweden. Registration for the AGM begins at 16.30 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.

Right to participate and notification

Participation in the meeting room
A) A person who wishes to attend the meeting room in person or through a representative must

  • be recorded as a shareholder in the share register maintained by Euroclear Sweden AB concerning the circumstances on 2 May 2023, and
  • no later than 4 May 2023, notify the company of its intention to participate in the AGM via the company’s website www.camurus.com, in writing under the address Camurus AB (publ), c/o Euroclear Sweden AB, ”Annual General Meeting”, P.O. Box 191, SE-101 23 Stockholm, Sweden or by phone, +46 46 286 38 90. When registering, the shareholder must state name, social security- or company registration number, address, telephone number and the name of possible assistants (maximum two).

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.

Participation by postal voting
B) A person who wishes to participate in the AGM by postal voting must

  • be recorded as a shareholder in the share register maintained by Euroclear Sweden AB concerning the circumstances on 2 May 2023, and
  • no later than 4 May 2023, give notice of participation by casting its postal vote in accordance with the instructions below, so that the postal vote is received by Euroclear Sweden AB no later than that day.

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 4 May 2023. 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 4 May 2023.

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.

Nominee-registered shares
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 2 May 2023. 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 4 May 2023 will be taken into account in the presentation of the share register.

Proposal for agenda

  1. Opening of the meeting
  2. Election of chairman of the meeting
  3. Preparation and approval of the voting list
  4. Election of persons to approve the minutes
  5. Determination of compliance with the rules of convening the meeting
  6. Approval of the agenda
  7. The CEO’s report
  8. Presentation of
    1. the annual report and auditor’s report as well as the group annual report and group auditor’s report, and
    2. the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives
  9. Resolutions regarding
    1. adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet,
    2. appropriation of the company’s earnings in accordance with the adopted balance sheet, and
    3. discharge from liability in relation to the company for the Board members and the CEO
  10. Establishment of the number of Board members and the number of auditors and deputy auditors, if any
  11. Establishment of fees to the Board members and the auditors
  12. Election of the Board members and auditors
  13. Resolution on approval of remuneration report
  14. Resolution on authorization of the Board of Directors to resolve on issues of new shares and/or convertibles
  15. Resolution on authorization for the Board of Directors to resolve on acquisition and transfer of the company’s own shares
  16. Resolution on (A) the implementation of ESOP2023/2026, and (B) directed issue of warrants and approval of transfer of warrants to fulfil the company's commitments under ESOP2023/2026 and to secure social security charges
  17. Resolution on guidelines for executive remuneration
  18. Closing of the meeting

Proposal for chairman of the meeting (item 2)
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 2023 has consisted of chairman Per Sandberg (Sandberg Development AB), Arne Lööw (the Fourth Swedish National Pension Fund), Henrik Didner (Didner & Gerge Fonder), 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.

Proposal for appropriation of the company’s earnings (item 9b)
The Board has proposed that no dividend should be paid for the financial year 2022 and that the company’s available funds of in total KSEK 901,283, including the year’s profit of KSEK 48,471, should be carried forward.

Proposal for the number of Board members and the number of auditors and deputy auditors (item 10)
The Nomination Committee has proposed that the number of Board members shall be nine, that the number of auditors shall be one and that no deputy auditors shall be appointed.

Proposal for fees to the Board members and the auditors (item 11)
The Nomination Committee has proposed that fees to the Board, excluding fees for work in the committees, is to be paid with SEK 3,025,000 in total, of which, SEK 750,000 (650,000) is to be paid to the chairman of the Board and SEK 325,000 (300,000) 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.

Proposal for election of the Board members and auditors (item 12)
The Nomination Committee has proposed re-election of the Board members Hege Hellstrøm, Jakob Lindberg, Stefan Persson, Behshad Sheldon, Fredrik Tiberg, Ole Vahlgren, Kerstin Valinder Strinnholm and Per Olof Wallström, and new election of Erika Söderberg Johnson. Per Olof Wallström is proposed for re-election as chairman of the Board.

Erika Söderberg Johnson, born 1970, is senior strategic advisor within Kinnevik Group. Erika has a degree of Master of Science in Business and Economics from Stockholm School of Economics in 1993. She has a long and successful career within among others Enskilda Securities/SEB, Biotage AB and most recently Kinnevik. She has experience of several board assignments, among others in Sectra and SAAB. Erika does not hold any shares in Camurus. Erika is to be regarded as independent in relation to the company, the group management and 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.

Proposal by the Board of Directors on authorization for the Board of Directors to resolve on issues of new shares and/or convertibles (item 14)
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:

  1. The authorization may be exercised on one or several occasions up to the annual general meeting 2024.
  2. Issues may be made of such number of new shares and/or convertibles, that corresponds to a maximum of 20 percent of the company’s share capital.
  3. An issue may be made with or without deviation from the shareholders’ preferential right.
  4. An issue may be made against cash payment, by set-off or by contribution in kind.
  5. The issue price shall, in the case of deviation from the shareholders’ preferential right, be determined in accordance with market practice. The Board of Directors shall be entitled to determine other terms of the issue.

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.

Majority requirement
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.

Resolution on authorization for the Board of Directors to resolve on acquisition and transfer of the company’s own shares (item 15)
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.

A. Authorization on acquisition of own shares

  1. Acquisition may take place on Nasdaq Stockholm, on one or several occasions up to the next annual general meeting 2024.
  2. Acquisition may be made of such number of shares that the company’s holding of own shares does not at any time exceed two (2) percent of the total number of shares in the company.
  3. Acquisition may be made at a price per share which falls within the prevailing price interval registered at each point in time (i.e. in the interval between the highest purchase price and the lowest selling price).
  4. Payment of acquired shares shall be made in cash.

The purpose of the proposed authorization is to enable the financing or payment of possible future company acquisitions.

B. Authorization on transfer of own shares

  1. Transfer may take place on one or several occasions up to the next annual general meeting 2024.
  2. Transfer may be made of maximum the number of shares that corresponds to the company's existing holding of own shares at the time of transfer.
  3. Transfer may be made with deviation from the shareholders’ preferential right.
  4. Transfer may be made 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 Board of Director’s decision on transfer. On such transfer, payment may be made in cash, by assets contributed in kind or by set-off of a claim against the company.
  5. Transfer may also be made against cash payment by sale on Nasdaq Stockholm at a price which falls within the prevailing price interval registered at each point in time (i.e. in the interval between the highest purchase price and the lowest selling price).

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.

Majority requirement
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.

Resolution on (A) the implementation of ESOP2023/2026, and (B) directed issue of warrants and approval of transfer of warrants to fulfil the company's commitments under ESOP2023/2026 and to secure social security charges (item 16)

Background and reasons
The Board of Directors of Camurus AB proposes that the 2023 annual general meeting resolves to establish a long-term incentive program based on employee stock options for new employees in the Camurus Group (“ESOP2023/2026").

Since 2016, the annual general meeting of Camurus has resolved on annually recurring incentive programs for senior executives and other employees in Camurus. Following an evaluation, the Board has resolved ahead of the annual general meeting 2023, to propose an incentive program based on employee stock options which, as opposed to previous programs, only covers new employees in Camurus who do not participate in previous incentive programs. 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 the participants in the incentive program. A successful implementation of Camurus' business strategy and the safeguarding of the company's long-term interests, presupposes that the company can attract and recruit qualified and competent 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 employees included in the program, through an incentive paired with the company's value growth.

To secure Camurus' commitments in accordance with ESOP2023/2026 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 ESOP2023/2026 is well-balanced and beneficial for Camurus and its shareholders.

A. PROPOSAL BY THE BOARD OF DIRECTORS ON RESOLUTION REGARDING IMPLEMENTATION OF ESOP2022/2026

The Board proposes that the annual general meeting resolves to implement ESOP2023/2026 on the principal terms and conditions set out below:

  1. ESOP2023/2026 shall include the issuance of a maximum of 200,000 employee stock options to new employees in Camurus who do not participate in previous incentive programs (the “Employee Options").
  2. Each Employee Option entitles the holder to acquire one (1) new share in Camurus at an exercise price corresponding to 125 percent of the volume-weighted average price of the company's share on Nasdaq Stockholm during the ten days of trading immediately following the company's 2023 annual general meeting (the "Exercise Price"). The Exercise Price and the number of shares that each Employee Stock Option entitles to may be subject to recalculation as a result of bonus issue, split, rights issue and similar measures.
  3. The Employee Options shall be granted free of charge. Over-allocation may not occur.
  4. The Employee Options shall not constitute securities and may not be transferred or pledged. However, the rights associated with the Employee Options are transferred to the estate and its co-owners in the event of the participants' death.
  5. The Employee Options shall be allocated to future employees in accordance with the following principles.
Category Number of Employee Options, maximum
Senior executives maximum 20,000 Employee Options per person
Managerial positions maximum 10,000 Employee Options per person
Specialists maximum 5,000 Employee Options per person
Other employees maximum 2,500 Employee Options per person
  1. Allocation of Employee Options is expected to take place continuously up until the company's annual general meeting 2024 in accordance with the allocation principles specified in item A.5. The reason why future employees may be allocated Employee Options at such point in time that the time period between the allotment and the start of the Exercise Period (as defined below) may be less than three years is to enable Camurus to offer competitive remuneration in order to attract employees, both in Sweden and internationally and that the Board deems it important that future employees are given the opportunity to take part in a value growth in Camurus' share from the start of the employment.
  2. Participants may exercise allotted and earned Employee Options during the period from and including 1 June 2026 to and including 31 December 2026 (the “Exercise Period"). The Board has the right to limit the number of occasions during the Exercise Period when the Employee Options can be exercised.
  3. Exercise of Employee Options presupposes that the participant remains in his or her employment or equivalent employment in the Camurus Group at the time of exercise. The Board may decide otherwise in individual cases.
  4. Upon exercise of the Employee Options, each Employee Option shall entitle the participant to receive one (1) share in Camurus, or one (1) warrant that can be immediately converted into a share, upon payment of the Exercise Price.
  5. Participation in ESOP2023/2026 presupposes that such participation can legally take place, and that such participation in Camurus' assessment can take place with reasonable administrative costs and financial and practical efforts. The Board shall have the right to adapt the terms of ESOP2023/2026 to the extent necessary to enable delivery of Employee Options and the economic value of the resulting shares to persons in other countries, as far as practicable, on terms and conditions corresponding to those that follows from ESOP2023/2026.
  6. The other conditions for participation in ESOP2023/2026 shall be determined by the Board.

B. DIRECTED ISSUE OF WARRANTS AND APPROVAL OF TRANSFER OF WARRANTS TO FULFIL THE COMPANY’S COMMITMENTS UNDER ESOP 2023/2026 AND TO SECURE SOCIAL SECURITY CHARGES

To enable Camurus to deliver shares or warrants that can be immediately converted into shares in accordance with ESOP2023/2026 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:

  1. A maximum of 218,700 warrants shall be issued.
  2. Camurus Development AB, a wholly owned subsidiary of Camurus, shall, with deviation from the shareholders' preferential right, be entitled to subscribe for the warrants.
  3. Subscription of the warrants shall be made on a separate subscription list no later than on 30 June 2023, whereby the Board has the right to extend the subscription period.
  4. The warrants shall be issued free of charge.
  5. Each warrant shall entitle the holder to subscribe for one (1) new share.
  6. The subscription price per share shall amount to 125 percent of the volume-weighted average price for the company's share on Nasdaq Stockholm during the ten days of trading immediately following the company's 2023 annual general meeting (the “Exercise Price”).
  7. Subscription of shares in the company by exercising the warrants may take place on one or more occasions during the period from and including 1 June 2026 to and including 31 December 2026.
  8. If all warrants are exercised to subscribe for new shares, the share capital may increase by a maximum of SEK 5,467.50. In the event that the subscription price for newly subscribed shares exceeds the quota value of the shares, the excess subscription amount shall be added to the unrestricted share capital.
  9. A share issued after exercise of a warrant shall entitle to dividend for the first time on the record date for dividends that falls immediately after the share has been registered with the Swedish Companies Registration Office.
  10. Other terms for the warrants, including conditions for recalculation of the Exercise Price and the number of shares that each warrant gives the right to subscribe for, are set out in the "Terms & conditions for Camurus AB's warrants 2023/2026".

The reason for the deviation from the shareholders' preferential right is that the issue forms part of the implementation of ESOP2023/2026. 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 new employees in the Camurus Group who do not participate in previous incentive programs are offered participation in ESOP2023/2026.

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 ESOP2023/2026 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 ESOP2023/2026.

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 2023 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 ESOP2023/2026, 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.

_________________

Costs related to ESOP2023/2026
The Board estimates that ESOP2023/2026 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 225.16, an annual increase in the share price of 20 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 ESOP2023/2026 is estimated to amount to a total of approximately SEK 17 million during the period 2023-2026. Assuming instead that 50 percent of the Employee Options in the program are exercised, the corresponding cost is estimated to a total of SEK 8,5 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 225.16 at allotment, an assumed volatility of 45 percent, an expected dividend of SEK 0 and a risk-free interest rate during the term of the Employee Option of 2.70 percent. According to this valuation, the value of the Employee Options amounts to approximately SEK 60.74 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, ESOP2023/2026 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 281.45 and an assumed share price of SEK 389.25 when exercising the Employee Options, the costs for the social security charges amount to approximately SEK 4,5 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 2,25 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.

Dilution and effects on important key figures
ESOP2023/2026 entails the issue of a maximum of 218,700 warrants, of which 200,000 warrants to cover Camurus' commitments to the participants in the program and 18,700 warrants to secure associated costs, such as social security charges. Assuming that all warrants issued in connection with ESOP2023/2026 are used to subscribe for new shares, Camurus' share capital will increase by SEK 5,467.50. This corresponds to approximately 0.39 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 2022 had changed in such a way that the profit per share before dilution had decreased by approximately SEK 0.01 from SEK 1.01 to SEK 1.00.

Camurus already has one ongoing incentive program based on warrants, Warrants Program 2020/2023, and two ongoing programs based on employee stock options, ESOP2021/2024 and ESOP2022/2026. These programs together comprise a maximum of 3,596,500 new shares in Camurus, corresponding to a total dilution effect of approximately 6.1 percent after full exercise. With regard to the number of allocated warrants and employee options the programs entail a total dilution effect of approximately 3.7 percent after full exercise. In total, Warrant Program 2020/2023, ESOP2021/2024, ESOP2022/2026 and ESOP2023/2026 (with regard to the number of allocated warrants and employee options in previous programs) may entail a maximum dilution effect of approximately 4.1 percent after full exercise.

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.

Program preparation
The proposal for ESOP2023/2026 has been prepared by the Board and its Remuneration Committee in consultation with certain major shareholders and external advisers.

Majority requirements
The Board's proposal for a resolution regarding ESOP2023/2026 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.

Resolution on guidelines for executive remuneration (item 17)
The Board of Directors proposes that the AGM resolves on amended guidelines for executive remuneration. In relation to the current guidelines, the proposal entails that the variable cash remuneration 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 of the total fixed cash salary during the measurement period of the criteria.

The Board of Directors’ complete proposal of the amended guidelines for executive remuneration will be available on the company’s website, www.camurus.com.

Available documents
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 19 April 2023 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.

Information at the AGM
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.

Number of shares and votes in the company
At the time of this convening notice, the total number of shares in the company amounts to 55,423,043. The company has only one series of shares and the total number of votes in the company amounts to 55,423,043.

Processing of personal data
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 2023
Camurus AB (publ)
The Board of Directors

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 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.

For more information
Per Olof Wallström, Chairman of the Board
Tel. +46 709 42 95 20

[email protected]

The information was submitted for publication at 08:00 am CET on 4 April 2023.

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