Notice of annual general meeting of Calliditas Therapeutics AB (publ)

Advance voting

The shareholders may only exercise their voting rights at the annual general meeting by voting in advance, so-called postal voting, in accordance with Section 22 of the Swedish Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form shall be used for advance voting. The form is available on the company's website, www.calliditas.se. The advance voting form is considered as the notification of participation.

The completed voting form must be received by Euroclear Sweden AB no later than Wednesday 18 May 2022. The form may be submitted via e-mail to GeneralMeetingService@euroclear.com or by post to Calliditas Therapeutics AB (publ), annual general meeting 2022, c/o Euroclear Sweden, Box 191, SE-101 23 Stockholm. Shareholders may also cast their advance votes electronically through BankID verification via https://anmalan.vpc.se/EuroclearProxy/.

If the shareholder votes in advance by proxy, a signed and dated power of attorney shall be enclosed to the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

For questions regarding the annual general meeting or to have the advance voting form sent by post, please contact Euroclear Sweden AB, by telephone +46 8 402 91 33 (Monday-Friday 09:00-16:00 CEST).

Number of shares and votes

As per the date of this notice there are a total of 53,172,170 shares outstanding in the company that entitle to one vote per share at the general meeting. As per the date of this notice the company holds no treasury shares.

Proposed agenda

1.     Election of a chairman of the meeting

2.     Election of one or two persons to approve the minutes

3.     Preparation and approval of the voting register

4.     Approval of the agenda

5.     Determination of whether the meeting was duly convened

6.     Presentation of the annual report and auditor's report and the consolidated financial statements and auditor's report for the Group

7.     Resolutions regarding:
a.     Adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet,
b.    Allocation of the company's profit or loss according to the adopted balance sheet, and 
c.     Discharge from liability for board members and the CEO

8.     Determination of the number of members of the Board of Directors and the number of auditors

9.     Determination of remuneration for the Board of Directors and the auditors

10.  Election of the Board of Directors

11.  Election of chairman of the Board of Directors

12.  Election of accounting firm or auditors

13.  Resolution on principles for appointing the nomination committee

14.  Resolution on approval of the Board of Directors' remuneration report

15.  Resolution to authorize the Board of Directors to resolve on issue of new shares, warrants and/or convertibles

16.  Resolutions, in order to facilitate implementation of and delivery of shares under a contemplated At-the-market program (the "ATM Program"), to:
a.     Amend the articles of association
 b.    Authorize the Board of Directors to resolve on issue of new C-shares
c.     Authorize the Board of Directors to resolve on purchase of C-shares, and
d.    Authorize the Board of Directors to resolve on transfer of own ordinary shares

17.  Resolution, in order to adopt a long-term performance-based incentive program for members of the Board of Directors, on:
a.     Adoption of a long-term performance-based incentive program for members of the Board of Directors 
b.    Issue of warrants 
c.     Equity swap agreement with a third party

18.  Resolution, in order to adopt a long-term incentive program for the company's management and key personnel, on: 
a.     Adoption of a long-term incentive program for the company's management and key personnel 
b.    Issue of warrants 
c.     Equity swap agreement with a third party

Item 1, 8-12 – The nomination committee's proposal to the annual general meeting 2022

The nomination committee of Calliditas Therapeutics, which consists of Karl Tobieson (Linc AB) (chairman of the nomination committee), Elmar Schnee (chairman of the Board of Directors), Patrik Sobocki (Stiftelsen Industrifonden) and Pär Sjögemark (Handelsbanken Fonder) proposes the following:

• that Dain Hård Nevonen, member of the Swedish Bar Association, shall be appointed chairman at the annual general meeting.
• that the number of members of the Board of Directors shall be six (6) without deputies.
• that the number of auditors shall be one (1) without deputies
• that the directors' fee shall be paid with SEK 900,000 (850,000) to the chairman of the Board of Directors and SEK 350,000 (300,000) to each one of the other members who are not employed in the Group, SEK 200,000 (150,000) to the chairman of the audit committee and SEK 100,000 (75,000) to the other members of the audit committee who are not employed in the Group as well as SEK 50,000 (50,000) to the chairman of the remuneration committee and SEK 25,000 (25,000) to the other members of the remuneration committee who are not employed in the Group. In addition to the above-proposed remuneration for ordinary board work, it is proposed that board members residing in the United States shall receive an additional amount of SEK 140,000 (140,000) and that board members residing in Europe, but outside the Nordics, shall receive an additional amount of SEK 50,000 (50,000).
• that the fee to the auditor shall be paid in accordance with approved statement of costs.
• that the board members Elmar Schnee, Hilde Furberg, Diane Parks and Molly Henderson are re-elected as board members and that Henrik Stenqvist and Elisabeth Björk are elected as new board members, for the period up until the end of the next annual general meeting. Lennart Hansson has declined re-election.

Information on the proposed new board members

Henrik Stenqvist, born in 1968. Henriks Stenqvist holds a degree in Finance and Business Administration from University of Linköping. Henrik has served as CFO of several listed life science companies and currently, he is the CFO of SOBI. Previous positions include CFO at Recipharm, CFO at Meda, Regional Finance Director at AstraZeneca, Finance Director at Astra Export & Trading and Board member of MedCap AB. Henrik Stenqvist holds 2,500 shares in Calliditas Therapeutics and is considered to be independent of Calliditas Therapeutics and its management as well as of Calliditas Therapeutics' larger shareholders.

Elisabeth Björk, born in 1961. Elisabeth Björk is an endocrinologist by training and an associate professor of medicine at Uppsala University, Sweden. Elisabeth Bjӧrk is the Senior Vice President, Head of Late-stage Development, Cardiovascular, Renal and Metabolism (CVRM), BioPharmaceuticals R&D at AstraZeneca leading the global development of medicines within this area. Throughout her career at AstraZeneca, she has gained broad drug development experience covering clinical development phase I-IV, large outcomes programs, major global filings and health authority interactions (FDA, EMA, Japan) and commercial strategy/implementation. Elisabeth Björk holds no shares in Calliditas Therapeutics and is considered to be independent of Calliditas Therapeutics and its management as well as of Calliditas Therapeutics' larger shareholders.

• that Elmar Schnee is re-elected chairman of the Board of Directors.
• that Ernst & Young AB is re-elected, in accordance with the audit committee's recommendation. Should Ernst & Young AB be re-elected, the nomination committee notes that Ernst & Young AB has communicated that Anna Svanberg will be re-elected as the auditor in charge.
• that the principles for appointing the nomination committee are left unchanged from the previous year.

A presentation of the individuals proposed for re­election is available at www.calliditas.se/en/. 

Item 2 – Election of one or two persons to approve the minutes

The Board of Directors proposes that Patrik Sobocki (Stiftelsen Industrifonden) and Karl Tobieson (Linc AB), or if one or both of them have an impediment to attend, the person or persons instead appointed by the Board of Directors, are elected to approve the minutes of the annual general meeting together with the chairman. The task of approving the minutes of the annual general meeting also includes verifying the voting register and that the advance votes received are correctly stated in the minutes of the annual general meeting.

Item 3 – Preparation and approval of the voting register

The voting register proposed for approval is the voting register drawn up by Euroclear Sweden AB on behalf of Calliditas Therapeutics, based on the annual general meeting's share register and advance votes received, as verified and recommended by the persons approving the minutes.

Item 7b – Allocation of the company's profit or loss according to the adopted balance sheet

The Board of Directors proposes that no dividends shall be paid for the financial year 2021 and that that SEK 1,203,117 thousand is carried forward.

Item 13 – Resolution on principles for appointing the nomination committee

The nomination committee proposes that the annual general meeting resolves that the principles for appointing the nomination committee shall be left unchanged from the previous year, in accordance with the below.

The nomination committee shall be composed of the chairman of the Board of Directors together with one representative of each of the three largest shareholders, based on ownership in the company as of the expiry of the third quarter of the financial year. Should any of the three largest shareholders renounce its right to appoint one representative to the nomination committee, such right shall transfer to the shareholder who then in turn, after these three, is the largest shareholder in the company. The Board of Directors shall convene the nomination committee. The member representing the largest shareholder shall be appointed chairman of the nomination committee, unless the nomination committee unanimously appoints someone else.

Should a shareholder having appointed a representative to the nomination committee no longer be among the three largest shareholders at a point in time falling three months before the annual general meeting at the latest, the representative appointed by such shareholder shall resign and the shareholder who is then among the three largest shareholders shall have the right to appoint one representative to the nomination committee. Unless there are specific reasons otherwise, the already established composition of the nomination committee shall, however, remain unchanged in case such change in the ownership is only marginal or occurs during the three month period prior to the annual general meeting. Where a shareholder has become one of the three largest shareholders due to a material change in the ownership at a point in time falling later than three months before the annual general meeting, such shareholder shall however in any event have the right to take part of the work of the nomination committee and participate in its meetings. Should a member resign from the nomination committee before his or her work is completed, the shareholder who has appointed such member shall appoint a new member, unless that shareholder is no longer one of the three largest shareholders, in which case the largest shareholder in turn shall appoint the substitute member. A shareholder who has appointed a representative to the nomination committee shall have the right to discharge such representative and appoint a new representative.

Changes to the composition of the nomination committee shall be announced immediately. The term of office for the nomination committee ends when the next nomination committee has been appointed. The nomination committee shall carry out its duties as set out in the Swedish Code of Corporate Governance.

Item 14 – Resolution on approval of the Board of Directors' remuneration report

The Board of Directors proposes that the annual general meeting resolves to approve the remuneration report on remunerations according to Chapter 8, section 53 a of the Swedish Companies Act (2005:551) (the "Companies Act").

Item 15 – Resolution to authorize the Board of Directors to resolve on issue of new shares, warrants and/or convertibles

The Board of Directors proposes that the annual general meeting resolves to authorize the Board of Directors to, at one or several occasions and for the period up until the next annual general meeting, increase the company's share capital by issuing new shares, warrants and/or convertibles. Such share issue resolution may be carried out with or without deviation from the shareholders' preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The authorization may only be utilized to such extent that the number of shares issued under the authorization, or the number of shares created in connection with exercise of warrants or conversion of convertibles, corresponds to a dilution of not more than 15 percent of the total number of shares outstanding at the time of the general meeting's resolution on adoption of the proposed authorization, reduced with the number of shares transferred to ensure delivery of shares under the company's ATM Program in accordance with item 16d below.

The purpose of the authorization is to increase the financial flexibility of the company and the general flexibility of the Board of Directors. Should the Board of Directors resolve on an issue with deviation from the shareholders' preferential rights, the reason for this shall be to finance an acquisition of operations, to procure capital to finance the development of projects or to commercialize the company' s products. Upon such deviation from the shareholders' preferential rights, the new issue shall be made at market terms and conditions.

The CEO shall be authorized to make such minor adjustments to this resolution that may be necessary in connection with the registration.

Item 16 – Resolution, in order to facilitate implementation of and delivery of shares under a contemplated "At-the-market" program (the "ATM Program"), to:

Since 2020, Calliditas has had its shares, in the form of American Depositary Shares ("ADSs"), listed in the United States on The Nasdaq Global Select Market. Calliditas' board of directors has been evaluating the opportunity of launching a so called At-The-Market program ("ATM Program") in the US market. ATM Programs are common among many US listed companies, including Life Science companies. Approximately 70 percent of eligible Life Science Companies in the United States have ATM Programs in place. The board of directors of Calliditas is thus proposing to the shareholders to adopt resolutions to allow for an ATM Program as set out below in this agenda item 16, subject to AGM approval and further resolutions by the board before implementation of the program, however, no assurances can be given that a program will be utilized and the future use of an ATM Program will be evaluated by the Board of Directors taking other potential sources of financing, capital need and shareholder dilution into consideration.

An ATM Program is an efficient and cost-effective method to raise equity in the US market, from time to time, and with significantly lower transactional costs compared to traditional capital raising alternatives. Sales are effected in "at the market" transactions of ADSs on The Nasdaq Global Select Market and/or negotiated transactions in the US subject to applicable US regulations and documentation. Having an ATM Program in place is expected to enable Calliditas to efficiently source capital in the US market, subject to demand and board approval. An ATM Program may also be used to settle reverse enquiries from institutional buyers. An ATM Program, if used, may also increase the liquidity of Calliditas' ADSs in the United States.

16a - Amend the articles of association

The Board of Directors proposes that the annual general meeting resolves to amend the articles of association as follows.

A new section, § 5, together with an updated wording of § 4, is proposed in the articles of association. The new § 5, together with the amended § 4, allows for C-shares to be issued, conversion of C-shares into ordinary shares, redemption and regulates preferential rights.

Following the insertion of a new section, a renumbering of sections is proposed, whereby the previous § 5 becomes § 6 and so on.

The Board of Directors proposes that the CEO shall be authorized to make the minor adjustments to this resolution that may be necessary in connection with their registration.

16b - Authorize the Board of Directors to resolve on issue of new C-shares

The Board of Directors proposes that the annual general meeting resolves to authorize the Board of Directors, during the period until the annual general meeting 2023 on one or more occasions, to increase the company's share capital by not more than SEK 236,321 by the issue of not more than 5,908,019 C-shares, each with a quota value of SEK 0.04. With deviation from the shareholders' pre-emption rights, the participating bank shall be entitled to subscribe for the new C-shares at a subscription price corresponding to the quota value of the shares.

The purpose of the authorization and the reason for the deviation from the shareholders' pre-emption rights in connection with the issue of shares is to ensure delivery of shares to be sold under the company's ATM Program.

16c - Authorize the Board of Directors to resolve on purchase of C-shares

The Board of Directors proposes that the Board is authorized, during the period until the annual general meeting 2023, on one or more occasions, to decide on purchases of up to 5,908,019 C-shares in accordance with purchase offerings directed to all shareholders of C-shares which shall comprise all outstanding C-shares. Repurchases shall be effected at a purchase price corresponding to the quota value of the share. Payment for the acquired C-shares shall be made in cash. The company may purchase maximum so many shares that the company's holding of own shares after the purchase amounts to a maximum of one-tenth of all the shares in the company.

The purpose of the authorization is to ensure delivery of shares to be sold under the company's ATM Program.

16d - Authorize the Board of Directors to resolve on transfer of own ordinary shares

The Board of Directors proposes that the Board of Directors is authorized, during the period until the next annual general meeting, on one or more occasions, to transfer up to 5,908,019 ordinary shares (following the re-classification from C-shares), to be effected outside Nasdaq Stockholm against payment in cash. Such transfers may be effected at a price in cash which corresponds to the market price at the time of the transfer of the Calliditas Therapeutics shares transferred with such deviation as the Board of Directors finds appropriate. The authorization under this item may only be utilized to the extent that the shares transferred by virtue of this authorization, together with any shares issued by virtue of the authorization under item 15 above, do not exceed 20 percent of the total number of shares outstanding at the time of the general meeting's resolution on the proposed authorization.

The purpose of the authorization is to ensure delivery of shares to be sold under the company's ATM Program.

Item 17 – Resolution, in order to adopt a long-term performance-based incentive program for members of the Board of Directors, on:

The nomination committee proposes that the annual general meeting resolves to implement a long-term performance-based incentive program for members of the Board of Directors of Calliditas Therapeutics AB ("Board LTIP 2022") in accordance with items 17a – 17b below. The resolutions under items 17a – 17b below are proposed to be conditional upon each other. Should the majority requirement for item 17b below not be met, the nomination committee proposes that Calliditas Therapeutics shall be able to enter into an equity swap agreement with a third party in accordance with item 17c below and resolutions under items 17a and 17c shall then be conditional upon each other.

Board LTIP 2022 is a program under which the participants will be granted, free of charge, share awards subject to performance vesting ("Share Awards") that entitle to shares in Calliditas Therapeutics to be calculated in accordance with the principles stipulated below, however not more than 50,000 shares. As part of the implementation of Board LTIP 2022, not more than 50,000 warrants can be issued in accordance with item 17b below.

17a - Adoption of a long-term performance-based incentive program for members of the Board of Directors

The rationale for the proposal

Board LTIP 2022 is intended for main owner independent members of the Board of Directors in Calliditas Therapeutics. The nomination committee believes that an equity-based incentive program is a central part of an attractive and competitive remuneration package in order to attract, retain and motivate internationally competent members of the Board of Directors, and to focus the participants on delivering exceptional performance which contributes to value creation for all shareholders. Board LTIP 2022 is adapted to the current position and needs of Calliditas Therapeutics. The nomination committee is of the opinion that Board LTIP 2022 will increase and strengthen the participants' dedication to Calliditas Therapeutics' operations, improve company loyalty and be beneficial to both the shareholders and Calliditas Therapeutics.

Conditions for Share Awards

The following conditions shall apply for the Share Awards.

1.  The Share Awards shall be granted free of charge to the participants as soon as practicable after the annual general meeting.

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