The shareholders of Camurus AB (publ), Reg. No 556667-9105, are hereby invited to the Annual General Meeting ("AGM") on 28 May 2026 at 17.00 CEST at The Loop, Rydbergs torg 4, in 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
A) Participation in the meeting room
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, the power of attorney together with registration certificate and other authorization documents shall be received by the company at the above stated address before the AGM.
B) Participation by postal voting
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 wish 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 GeneralMeetingService@euroclear.com. The completed form must be received by Euroclear Sweden AB no later than 22 May 2026. Shareholders may also cast their postal votes electronically by verification with BankID via Euroclear Sweden AB's website https://www.euroclear.com/sweden/generalmeetings/. To be considered, such electronic votes must be received by Euroclear Sweden AB no later than 22 May 2026.
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 20 May 2026. 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 22 May 2026 will be taken into account in the presentation of the share register.
Proposal for agenda
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 2026 has consisted of chairman Per Sandberg (Sandberg Development AB), Arne Lööw (the Fourth Swedish National Pension Fund), Oscar Bergman (Swedbank Robur 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 preparation and approval of the voting list (item 3)
The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the company, based on the AGM's register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.
Proposal for appropriation of the company's earnings (item 9b)
The Board has proposed that no dividend should be paid for the financial year 2025 and that the company's available funds of in total KSEK 3,931,206, including the year's profit of KSEK 535,464, 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 eight, 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, including fees for work in the committees (based on three members each of the Science and Development Committee and the Audit Committee and two members of the Remuneration Committee), is to be paid with SEK 4,062,500 (3,715,000) in total.
A fee of SEK 960,000 (875,000) shall be paid to the chairman of the Board and SEK 410,000 (375,000) shall be paid to each other member of the Board who is not employed by the company. For work in the Audit Committee, a fee of SEK 190,000 (175,000) shall be paid to the chairman and a fee of SEK 80,000 (75,000) shall be paid to each other member. For work in the Remuneration Committee, a fee of SEK 70,000 (60,000) shall be paid to the chairman and SEK 32,500 (30,000) shall be paid to each other member. For work in the Science and Development Committee, a fee of SEK 110,000 (100,000) shall be paid to the chairman and SEK 80,000 (75,000) shall be paid to each other member.
The Nomination Committee has further proposed that fees to the auditor are 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, Erika Söderberg Johnsson, Fredrik Tiberg, Elisabeth Björk, Robert McQuade and Per Olof Wallström. Per Olof Wallström is proposed for re-election as chairman of the Board.
Information about the 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 Öhrlings PricewaterhouseCoopers AB for a term of one year. Öhrlings PricewaterhouseCoopers AB has informed that Johan Rönnbäck will be auditor in charge, if the firm is elected.
Proposal by the Board of Directors on authorization for the Board of Directors to resolve on issues of new shares and 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 convertibles in the company 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.
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 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, 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.
A. Authorization on acquisition of own shares
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.
B. Authorization 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.
Resolution on the implementation of a Performance Share Plan 2026/2029 in accordance with A and delivery arrangements in respect thereof in accordance with B.1 or B.2 (item 16)
The Board of Directors proposes that the AGM resolves on the implementation of a Performance Share Plan 2026/2029 (the "PSP"), giving all employees of the Camurus group the opportunity of becoming shareholders in Camurus. In order to secure the obligations of Camurus to deliver shares to participants under the PSP, the Board of Directors further proposes that the AGM resolves on delivery arrangements. The Board of Directors' proposal for the PSP is set out in A. below, and the proposal for the delivery arrangements is set out in B. below.
A. Proposal on the implementation of the Performance Share Plan 2026/2029
Background and reasons
Since 2016, the AGM of Camurus has resolved on annually recurring incentive programs based on subscription warrants and since 2021 employee stock options. Ahead of the 2024 AGM, the Board of Directors conducted an evaluation and decided to propose the establishment of a Performance Share Plan for all employees in the Camurus group. The Board's proposal for the PSP essentially corresponds to the structure of the Performance Share Plans adopted by the 2024 and 2025 AGMs.
The Board of Directors believes that the introduction of an all-employee Performance Share Plan that rewards the delivery of Camurus' key strategic objectives and shareholder value creation is important to motivate, attract and retain Camurus employees during the next phase of growth in Sweden and internationally. The PSP is designed to strengthen the alignment of interests of the group's employees with those of the shareholders and thus encourage long-term commitment to and employee shareholding in the Camurus group.
As the Board of Directors believes that a long-term share ownership is an important way to create alignment of interests between the executive group management and Camurus' shareholders, the executive group management of Camurus will be subject to a shareholding requirement which obligate them to retain a portion of any gross shares delivered under the PSP and any subsequent performance share program.
The Board of Directors' intention is that the structure of the PSP should be long-term and recurring. Accordingly, the Board of Directors intends to propose forthcoming AGMs to approve similar incentive programs.
Terms and conditions for the PSP
| Category (current number of Participants per level) | Maximum PSP Award Value per Participant (SEK) |
| 6,250,000 |
| 2,500,000 |
| 925,000 |
| 725,000 |
| 487,500 |
| 250,000 |
The Performance Conditions include a minimum level which must be exceeded in order for any Performance Shares at all to be allocated, a target level, and a maximum level in excess of which no additional Performance Shares will be allocated. Should the minimum level be exceeded, a proportionate number of Performance Shares will be allocated between the minimum level and target level and should the target level be exceeded, a proportionate number of Performance Shares will be allocated between the target level and the maximum level.
The minimum, target and maximum levels for Performance Condition (a) are set out below, where the fulfilment of the TSR Performance Condition will be measured on the basis of the required cumulative TSR increase over three years.
| Performance level | Minimum | Target | Maximum |
| Required compounded TSR increase, 3 years | 10% | 24% | 60% |
| Outcome, % of target | 0% | 100% | 200% |
The minimum, target and maximum levels for Performance Conditions (b) and (c) will be set by the Board of Directors prior to commencement of the PSP. These targets are considered commercially sensitive and will be disclosed retrospectively. Information about the minimum, target and maximum levels for (b) and (c), as well as the outcome of each of the Performance Conditions above, will be provided in the annual report for the financial year 2029.
Estimated costs, effects on key ratios and dilution
The costs for the PSP, which will impact the income statement, are calculated according to the accounting standard IFRS 2 and distributed over the Vesting Period. Based on a share price of SEK 503.5 at grant of the PSP Award, the total effect of the PSP on the income statement, including social security charges, is estimated to range between SEK 62.8-103.1 million, depending on the achievement of the Performance Conditions for the PSP (target to maximum level), distributed over the years 2026-2029.
The estimated annual costs of between SEK 20.9-34.4 million correspond to approximately 4.2-6.9% of the group's total employee costs for the financial year 2025.
Assuming full allocation of Performance Shares, the maximum number of shares under the PSP amounts to 456,000 shares in Camurus, corresponding to a dilution effect of approximately 0.7% of the number of shares and votes. Aggregated with the 114,000 shares that may be transferred in order to cover the cash flow effects associated with the PSP, primarily social security charges, the maximum dilution effect of the PSP amounts to approximately 0.9% of the number of shares and votes.
The Performance Share Plans adopted by the 2024 and 2025 AGMs (PSP 2024/2027 and PSP 2025/2028, respectively) involved the issuance of 240,000 series C shares, under each respective program, which were subsequently converted into common shares. In addition, the company has an ongoing employee stock option program (ESOP 2023/2026). The total maximum future dilution as a result of ESOP 2023/2026 amounts to less than 0.1% of the number of shares and votes.2
Preparation of the proposal
The PSP has been initiated by the Board of Directors and prepared in consultation with external advisors, taking into account market practice for multinational biopharmaceutical companies along with corporate governance best practice requirements. The PSP has been processed and discussed at Board meetings in 2026.
B. Delivery arrangements
The Board of Directors has considered different methods for delivery of shares under the PSP to the Participants. For this purpose, the Board of Directors proposes that the AGM i) resolves on a directed issue of redeemable and convertible series C shares, and ii) authorize the Board of Directors to resolve on the repurchase of all issued redeemable and convertible series C shares.
Following conversion to common shares in Camurus, the shares are intended to be transferred to the Participants as well as transferred on a regulated market in order to cover the cash flow effects associated with the PSP, primarily social security charges. For this purpose, the Board of Directors further proposes that the AGM iii) resolves on transfer of own common shares free of charge to the Participants.
Should the majority required for the resolutions in B.1.I-III below not be reached, the Board of Directors proposes that Camurus shall be able to enter into an equity swap agreement with a third party in accordance with B.2 below.
The detailed conditions for the Board of Directors' proposal are set out below.
1. Resolution on a directed issue of redeemable and convertible series C shares, authorization for the Board of Directors to resolve on the repurchase of all issued series C shares and resolution on transfer of own common shares to the Participants
I. Resolution on a directed issue of redeemable and convertible series C shares
The issue shall be effected on the following terms and conditions:
The purpose of the resolution is to secure the undertakings of Camurus according to the PSP and to cover the cash flow effects associated with the PSP, primarily social security charges.
II. Authorization for the Board of Directors to resolve on the repurchase of all issued redeemable and convertible series C shares in Camurus
The Board of Directors shall be authorized to resolve on the repurchase of all issued redeemable and convertible series C shares in Camurus on the following terms and conditions:
The purpose of the authorization is to secure the undertakings of Camurus according to the PSP and to cover the cash flow effects associated with the PSP, primarily social security charges.
III. Resolution on transfer of own common shares to the Participants
Transfers of Camurus' own common shares to the Participants may be made on the following terms and conditions:
As the PSP, in principle, is not expected to give rise to any initial social security payments for Camurus (and as a resolution on an authorization for the Board of Directors to resolve on transfer of the company's own shares is valid only until the next AGM), the Board of Directors has decided not to propose to the 2026 AGM to resolve on an authorization for the Board of Directors to resolve on transfer of the company's own common shares on a regulated market in order to cover such payments. However, prior to any transfer of Camurus shares to the Participants, the Board of Directors intends to propose to a later general meeting to resolve on an authorization for the Board of Directors to resolve on transfer of the company's own common shares on a regulated market in order to cover such costs.
IV. Reasons for deviation from the shareholders' preferential rights etc.
The reason for deviation from the shareholders' preferential rights is Camurus' wish to implement the proposed PSP. Therefore, and in light of the above stated, the Board of Directors considers it to be advantageous for Camurus and the shareholders that the Participants are invited to become shareholders in Camurus.
In order to minimize Camurus' costs for the PSP, the subscription price shall equal the share's quota value.
2. Equity swap agreement with a third party
The Board of Directors proposes that the AGM, should the majority required under items B.1.I-III above not be reached, resolves that the expected financial exposure resulting from the PSP may be hedged by Camurus being able to enter into an equity swap agreement with a third party on terms in accordance with market practice, whereby the third party, against a fee and in its own name, shall be entitled to acquire and transfer shares in Camurus to the Participants in accordance with the terms and conditions of the PSP.
C. Majority requirements, etc.
The AGM's resolution on the implementation of the PSP according to item A above, is conditional on the AGM resolving in accordance with either of the Board of Directors' proposals under item B.1 or B.2 above. The proposals under items B.1.I-III are conditional upon each other and shall therefore be adopted as one resolution.
The AGM's resolution according to item A above requires a simple majority of the votes cast. A valid resolution under item B.1 above requires that shareholders representing not less than nine-tenths of the votes cast as well as of the shares represented at the AGM approve the resolution. A valid resolution under item B.2 above requires a simple majority of the votes cast.
Available documents
Financial statements, the auditor's report, the statement by the auditor on the compliance of the remuneration guidelines and the Board's remuneration report as well as the Board's complete proposals for the resolutions under items 14-16 and the Board's statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act will be available at the company and on the company's website, www.camurus.com, as from 7 May 2026 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 Committee's 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 59,989,184 common shares corresponding to a total of 59,989,184 votes. There are no outstanding shares of series C. The company's holding of own shares amounts to 480,000 common shares, which cannot be represented at the meeting.
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.
If you have questions regarding our processing of your personal data, you can contact us by emailing privacy@camurus.com. Camurus AB (publ) has company registration number 556667-9105 and the Board's registered office is in Lund.
Lund in April 2026
Camurus AB (publ)
The Board of Directors
About Camurus
Camurus is an international, science-led biopharmaceutical company committed to developing and commercializing innovative, long-acting medicines for improving the lives of patients with severe and chronic diseases. New drug products with best-in-class potential are conceived based on the company's proprietary FluidCrystal® technology and its extensive R&D expertise. The R&D pipeline includes products for the treatment of dependence, pain, cancer, and endocrine diseases. Camurus has operations across Europe, the US, and Australia, with headquarters in Lund, Sweden. The company's shares are listed on Nasdaq Stockholm under the ticker CAMX. For more information, visit www.camurus.com and LinkedIn.
For more information
Per Olof Wallström, Chairman of the Board
Tel. 0709 42 95 20
p.o.wallstrom@telia.com
References
The information was submitted for publication at 8.00 am CET on 24 April, 2026.