Corporate governance

Articles of Associations

Adopted at the general meeting on 23 May 2023

§ 1 Name
The company’s name is CANTARGIA AB. The company is a public company (publ).

§ 2 Registered office
The registered office of the board of directors shall be in the municipality of Lund, Sweden.

§ 3 Object of the company’s business
The company shall conduct development and marketing of medical products and rights, own and manage properties and any other activities compatible therewith.

§ 4 Share capital
The share capital shall amount to not less than SEK 10,000,000 and not more than SEK 40,000,000.

§ 5 Numbers of shares
The company shall have not less than 100,000,000 shares and not more than 400,000,000 shares.

§ 6 Board of directors
The board of directors shall consist of not less than three members and not more than eight members.

§ 7 Auditor
For the audit of the company’s annual report as well as the administration by the board of directors and the managing directors, the company shall appoint one or two auditors with or without deputy auditors or a registered accounting firm.

§ 8 Notice of shareholders’ meeting
Notice of shareholders’ meeting shall always be made through announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and on the company’s webpage. It shall be announced in Svenska Dagbladet that a notice has been issued. In the event the publication of Svenska Dagbladet would cease, announcement shall instead be made in Dagens Industri.

§ 9 Notice of participation in shareholders’ meetings
The right to participate in a shareholders’ meeting shall be vested in the shareholders that are recorded in the company’s share register in such manner as prescribed in chapter 7, section 28, item 3, of the Swedish Companies Act (Sw. aktiebolagslagen), and that have given notice to the company of their intention to attend the general meeting no later than the date stated in the notice of the meeting. The last mentioned day must not be a Sunday, other public holiday, Saturday, Midsummer´s Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the general meeting. If applicable, the number of representatives or assistants shall be provided in the notice of participation.

§ 10 Annual shareholders’ meetings
Annual shareholders’ meetings shall be held each year within six months after the end of the financial year. The following business shall be addressed at annual shareholders’ meetings:

1. Election of a chairman of the meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to approve the minutes.
5. Determination of whether the meeting has been duly convened.
6. Presentation of the annual report and the auditors’ report and, if applicable, the consolidated financial statements and the auditors’ report for the group.
7. Resolutions concerning a) adoption of the income statement and the balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet; b) allocation of the company’s profits or losses in accordance with the adopted balance sheet; c) discharge of the members of the board of directors and the managing director from liability.
8. Determination of the number of members of the board of directors and the number of auditors and deputy auditors.
9. Determination of fees to be paid to the board of directors and auditors.
10. Election of the members of the board of directors and auditors or accounting firm and, where applicable, deputy auditors.
11. Other matters, which rest upon the general meeting pursuant to the Swedish Companies Act or the articles of association.

§ 11 Financial year
The company’s financial year shall be the calendar year.

§ 12 Record day provision
The shareholder or trustee which on the record date is registered in the share register and recorded in a record register pursuant to Chapter 4 of the Swedish Financial Instruments Accounts Act (Sw. lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument), or the person who is registered in a record pursuant to chapter 4, section 18, item 6–8 of the abovementioned act, shall be deemed entitled to exercise the rights indicated in chapter 4, section 39 of the Swedish Companies Act.

§ 13 Collection of powers of attorney and postal voting
The board of directors may collect powers of attorney in accordance with the procedures described in Chapter 7, Section 4, second paragraph, of the Swedish Companies Act (2005:551). The board of directors may resolve, prior to a shareholders’ meeting, that the shareholders shall be entitled to exercise their voting rights by post prior to the shareholders’ meeting.

The nominating committee

At the annual shareholders’ meeting in 2023, it was resolved that the Nominating Committee shall be appointed in the following manner:

The chairman of the board of directors shall, based on the ownership of the Company in the end of September each year, convene a nominating committee consisting of one representative for each of the three largest shareholders of the Company as well as the chairman of the board.The chairman of the nomination committee shall, unless the nomination committee decides otherwise, be the member representing the largest shareholder in the number of votes. If any of the three largest shareholders refrain from their right to appoint a member of the nominating committee, this right shall be transferred to shareholder who, after these three shareholders, has the largest shareholding. If any of the shareholders who has appointed a member of the nominating committee sells a non-negligible portion of his or her shareholding during the term of the nominating committee or, for any other reason, ceases to be a major shareholder with the right to appoint a member of the nominating committee, the member appointed by the shareholder should resign from the nominating committee.

Such member shall, if deemed necessary by the nominating committee, be replaced by a member appointed by the shareholder which instead qualifies as one of the three largest shareholders of the Company. If a member of the nominating committee no longer represents the shareholder which appointed him or her, or if the member for other reasons leaves the nominating committee before it has completed its work, the shareholder shall be given the opportunity to appoint a new member of the nominating committee.The nominating committee shall fulfil its duties incumbent on it under the Swedish Corporate Governance Code.

The Nomination Committee's period of mandate shall extend until a new Nomination Committee has been appointed.

The nomination committee ahead of the 2023 annual general meeting consists of of Jan Särlvik (Fjärde AP-fonden), Daniel Kristiansson, (Alecta Tjänstepension), Mats Larsson (Första AP-fonden) och Magnus Persson (chairman of the board) with Jan Särlvik as chairman.

Shareholders who wish to submit a proposal to the nomination committee can send the proposal to Cantargia AB, to: Valberedning, Scheelevägen 27, 223 63 Lund, or via e-mail to info@cantargia.com. To ensure that proposals can be processed by the election committee, these must be received in good time before the general meeting, but no later than January 31, 2024.

Audit committee

The board of directors have established an audit committee that comprises two members; Anders Martin-Löf (chairman) and Magnus Nilsson. The audit committee shall, among other things, without prejudice to the responsibilities and tasks of the board of directors, monitor the Company’s financial reporting, monitor the efficiency of the Company’s internal control, internal auditing and risk management, keep itself informed of the auditing of the annual report, review and monitor the impartiality and independence of the auditor and pay close attention to whether the auditors are providing other services besides audit services for the Company and assist in the preparation of proposals for the shareholders’ meeting’s decision on election of auditors.

Remuneration committee

The board of directors have established a remuneration committee consisting of two members; Damian Marron (chairman) and Magnus Persson. The remuneration committee shall prepare proposals regarding remuneration guidelines, remunerations and other terms of employment for the managing director and the executive management.

Drug development committee

The Board has established a Drug Development Committee consisting of two members: Flavia Borellini (chairman) and Magnus Persson. The Drug Development Committee shall act as an advisor and discussion partner for the company management in scientific and strategic issues concerning the development of the company's project portfolio.

Remuneration

Guidelines for executive remuneration 2024

According to the Swedish Companies Act, the Annual General Meeting shall decide on guidelines for remuneration to the CEO and other senior executives. At the Annual General Meeting on May 23, 2024, the following guidelines were established.

The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2024. These guidelines do not apply to any remuneration or equity-related incentive programs decided or approved separately by the general meeting. 

More information

Incentive scheme

At the Annual General Meeting of the Company on May 23, 2024, the shareholders decided to introduce a variable share-based incentive scheme for 2024 to senior executives and key employees of the Company. The scheme is based on the incentive scheme adopted at the 2019, 2020, 2021, 2022 and 2023 Annual General Meeting which has been designed to promote investment in and ownership of the Company's shares.

The scheme is designed as a variable long-term remuneration scheme under which participants commit to use distributed variable cash remuneration to acquire shares of the Company. The scheme is based on that or those annual bonus targets which are defined by the board for the Company and which refer to the Company’s activities, financial key performance indicators and internal processes. Target achievement will be assessed by the Company’s board of directors in connection with the adoption of the annual report for each year. When the target achievement has been determined by the Company’s board of directors, the amount due to each participant in the scheme is distributed, whereupon acquisition of shares by the participants should be made as soon as possible. Participants are required to use their whole remuneration under the scheme, net of tax, to acquire shares of Cantargia on the stock market.

The maximum payout to each participant in the scheme for 2024 is capped at 10 per cent of his or her fixed annual salary. The total size of the scheme for 2024 is capped at SEK 2 500,000, excluding social security contributions. In case of partial target achievement, a portion of the maximum payout will be distributed.

Employee Stock Option Scheme 2020/2023

At the Annual General Meeting on 27 May 2020, the shareholders approved the introduction of Employee Stock Option Scheme 2020/2023. The purpose of the scheme is to enable the company to retain skilled personnel through a long-term incentive scheme.

The options will be offered to employees of or consultants to the company and will be allocated to the participants free of charge. The options have a three-year vesting period (1/3 per year) from the date of allocation, provided, with the usual exceptions, that the participant remains an employee of or continues to provide services to Cantargia. Once vested, the options can be exercised during a two-year period.

Each vested option gives the holder the right to purchase one share of the company at a pre-defined price. The price per share will be determined as 150 percent of the volume weighted average price of the company’s shares traded on Nasdaq Stockholm during the ten trading days preceding the allocation date.

Employee Stock Option Scheme 2021/2024

At the Annual General Meeting on 26 May 2021, the shareholders approved the introduction of Employee Stock Option Scheme 2021/2024. The purpose of the scheme is to enable the company to retain skilled personnel through a long-term incentive scheme.

The options will be offered to employees of or consultants to the company and will be allocated to the participants free of charge. The options have a three-year vesting period from the date of allocation, provided, with the usual exceptions, that the participant remains an employee of or continues to provide services to Cantargia. Once vested, the options can be exercised during a two-year period.

Each vested option gives the holder the right to purchase one share of the company at a pre-defined price. The price per share will be determined as 150 percent of the volume weighted average price of the company’s shares traded on Nasdaq Stockholm during the ten trading days preceding the allocation date.

Employee Stock Option Scheme 2023/2026

At the Annual General Meeting on 23 May 2023, the shareholders approved the introduction of Employee Stock Option Scheme 2023/2026. The purpose of the scheme is to enable the company to retain skilled personnel through a long-term incentive scheme.

The options will be offered to employees of or consultants to the company and will be allocated to the participants free of charge. The options have a three-year vesting period from the date of allocation, provided, with the usual exceptions, that the participant remains an employee of or continues to provide services to Cantargia. Once vested, the options can be exercised during a two-year period.

Each vested option gives the holder the right to purchase one share of the company at a pre-defined price. The price per share will be determined as 130 percent of the volume weighted average price of the company’s shares traded on Nasdaq Stockholm during the ten trading days preceding the allocation date.

Information from the Swedish Tax Agency

The documents below have been published by the Swedish Tax Agency and contain information regarding allocation of acquisition costs in relation to Cantargia’s set off issue in 2014 and the issue of shares and warrants in connection with the listing in 2015.

Read the Swedish Tax Agency’s answer (in Swedish only)

Auditors

We are audited by Öhrlings PricewaterhouseCoopers AB (113 97 Stockholm).

IR contact

Göran Forsberg, VD
goran.forsberg[at]cantargia.com
+46 (0)46 2756260

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