Business
Camurus : Proposal by the Board of Directors on authorization for the Board of Directors to resolve on acquisition and transfer of own shares
Camurus : Proposal by the Board of Directors on authorization for the Board of Directors to resolve on acquisition and transfer of own
About this update from Camurus Ab
The English text is a translation of the Swedish original version. In the event of a conflict between the English and the Swedish texts the Swedish text shall prevail. Proposal by the Board of Directors on authorization for the Board of Directors to resolve on acquisition and transfer of the company's own shares The Board of Directors proposes that the annual general meeting resolves to authorize the Board of Directors to, on one or several occasions up to the next annual general meeting, resolve on acquisition and transfer of the company's own shares on the following conditions. Authorization on acquisition of own shares Acquisition may take place on Nasdaq Stockholm and in accordance with the Nasdaq Stockholm Main Market Rulebook for Issuers of Shares. 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) % of the total number of shares in the company, excluding the company's holding of own shares for the purpose of securing the company's commitments under the Performance Share Plans 2024/2027, 2025/2028 and 2026/2029. Acquisition shall be made in compliance with the price restrictions set out in the Nasdaq Stockholm Rulebook for Issuers on the Main Market, which, inter alia, stipulates that shares may not be repurchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the repurchase is carried out. Acquisition may not be made at a price lower than the lowest price at which an independent acquisition may be carried out. 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. Repurchased shares may also be used for delivery of shares to the participants in the Performance Share Plans 2024/2027, 2025/2028 and 2026/2029 and to secure any payments of future social security charges related to the respective Performance Share Plan, whereby repurchased shares may be transferred in accordance with transfer resolution under the respective Performance Share Plan. LEGAL#24653134v5 The Board of Directors shall be entitled to resolve on other terms and conditions for the acquisition of own shares. The Board of Directors, or the person appointed by the Board of Directors, is authorized to make such minor adjustments in the above proposal that may prove to be necessary in connection with execution of the Board of Directors' resolution on acquisition of own shares. Authorization on transfer of own shares Transfer may take place on one or several occasions up to the next annual general meeting. 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. Transfer may be made with deviation from the shareholders' preferential right. 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 Directors' 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. 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 Board of Directors shall be entitled to resolve on other terms and conditions for the transfer of own shares. The Board of Directors, or the person appointed by the Board of Directors, is authorized to make such minor adjustments in the above proposal that may prove to be necessary in connection with execution of the Board of Directors' resolution on transfer of own shares. 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. Lund in April 2026 THE BOARD OF DIRECTORS IN CAMURUS AB (PUBL)