Klaria Pharma Holding AB (publ) issues notice to attend the annual general meeting

Notice

Shareholders wishing to participate at the meeting must:

i. be entered in the shareholders' register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is 4 May 2023; and
ii. notify the company of their attendance and any assistant no later than 8 May 2023. Notification can be made via letter to Setterwalls Advokatbyrå AB, Attn: Magnus Melin, P.O. Box 1050, SE-101 39 Stockholm, Sweden or by e-mail to magnus.melin@setterwalls.se.

Notification shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representative, proxy and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority.

Nominee registered shares

Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB (so-called voting rights registration) in order to be entitled to participate and vote for their shares at the meeting. The shareholder must inform the nominee well in advance of 4 May 2023, at which time the register entry must have been made. Voting rights registration that has been requested by the shareholder at such time that the registration has been completed by the nominee no later than 8 May 2023, will, however, be taken into account in the preparation of the share register.

Proxy voting

A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall also be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy will be available on the company's website www.klaria.com. The original version of the power of attorney shall also be presented at the meeting.

Proposed agenda

1. Opening of the meeting.
2. Election of chairman of the meeting.
3. Preparation and approval of the voting list.
4. Election of at least one person who shall approve the minutes of the meeting.
5. Approval of the agenda.
6. Determination of whether the meeting has been duly convened.
7. Submission of the annual report and the auditor's report as well as of the consolidated financial statements and the auditor's report on the group.
8. Resolution in respect of adoption of the profit and loss statement and the balance sheet as well as of the consolidated profit and loss statement and the consolidated balance sheet.
9. Resolution in respect of allocation of the company's profits or loss according to the adopted balance sheet.
10. Resolution in respect of the members of the board of directors' and the CEO's discharge from liability.
11. Determination of the number of members of the board of directors as well as of the number of auditors.
12. Election of members and chairman of the board of directors.
13. Election of auditor.
14. Determination of the fees payable to the members of the board of directors and the auditor.
15. Resolution on changes to the articles of association.
16. Resolution on an authorisation for the board of directors to increase the share capital.
17. Closing of the meeting.
 

Proposed resolutions

Election of chairman of the meeting (item 2)

The nomination committee proposes that attorney Marcus Nivinger (lawyer at Setterwalls Advokatbyrå) is appointed chairman of the annual general meeting.

Resolution in respect of allocation of the company's profit or loss according to the adopted balance sheet (item 9)

The board of directors proposes that the company's available funds shall be carried forward in new account.

Election of members of the board of directors and auditor and determination of fees (items 11-14)

The board of directors today consists of the following three (3) ordinary members without deputy members: Fredrik Hübinette (chairman), Scott Boyer, and Anders Jacobson. The nomination committee proposes that the board of directors shall consist of three (3) ordinary members without deputy members for the period until the end of the next annual general meeting. Furthermore, the nomination committee proposed that a registered accounting firm shall be elected as auditor.

The nomination committee proposes the re-election of all current ordinary board members and that Fredrik Hübinette is to be re-elected as chairman of the board of directors.

The nomination committee proposes the re-election of the auditor BDO Mälardalen AB with Niclas Nordström as auditor-in-charge.

The nomination committee proposes that the fees payable to the board of directors for the period until the end of the next annual general meeting shall amount to SEK 200,000 per board member not employed by the company. Scott Boyer and Fredrik Hübinette are employed by the company, entailing that fees will only be paid to Anders Jacobson, should the general meeting resolve on the election of board members in accordance with the nomination committee's proposal. It is proposed that the company's auditor shall be paid in accordance with approved invoices.

Resolution on changes to the articles of association (item 15)

The board of directors proposes that the general meeting resolves to change the limits in the articles of association with respect to share capital and number of shares in §§ 4 and 5. § 4 is proposed to be changed from "The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,0000" to "The share capital shall be not less than SEK 1,700,000 and not more than SEK 6,800,000". § 5 is proposed to be changed from "The number of shares shall be no less than 30,000,000 and no more than 120,000,000. All shares are of the same class" to "The number of shares in the company shall be no less than 100,000,000 and no more than 400,000,000. All shares are of the same class".

The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office. For valid resolution, the proposal must be supported by shareholders with at least two-thirds (2/3) of the votes cast as well as all of shares represented at the meeting.

Resolution on an authorisation for the board of directors to increase the share capital (item 16)

The board of directors proposes that the general meeting resolves on an authorisation for the board of directors to - for the period up to the next annual general meeting and at one or more occasions - resolve upon issuance of new shares, warrants and/or convertible debentures. Payment may be made in cash, in kind, through set-off of claims or otherwise be conditional. The company's share capital may by support of the authorisation be increased by an amount corresponding to 20 per cent of the share capital and number of shares in the company as of on the date the board of directors make use of the authorisation. Deviation from the shareholders' preferential rights shall be allowed in situations where a directed issue is deemed more appropriate for the company due to timing, commercial or similar reasons, and in order to enable acquisitions.

The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office. For valid resolution, the proposal must be supported by shareholders with at least two-thirds (2/3) of the votes cast as well as all of shares represented at the meeting.

Number of shares and votes in the company

The total number of shares in the company at the time of issuance of this notice is 106,500,523. The company does not hold any of its own shares. 

Shareholders' right to request information

Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) the board of directors and the CEO are under a duty to, if any shareholder so requests and the board of directors believe that it can be done without material damage to the company, provide information at the meeting regarding circumstances that may affect the assessment of an item on the agenda or of the company's economic situation. Such duty to provide information also comprises the company's relation to the other group companies, the consolidated financial statements and such circumstances regarding subsidiaries which are set out in the foregoing sentence.

Documentation

The financial accounts, auditor's report and other documents to be dealt with at the general meeting will be kept available at the company's office not later than three weeks before the meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available not later than the aforementioned date on the company's website www.klaria.com. All the above mentioned documents will also be presented at the general meeting.

Processing of personal data

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

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Klaria Pharma Holding AB (publ)

Stockholm, April 2023

The board of directors
 

Official version of notice to attend the annual general meeting

The official version of the notice to attend the annual general meeting is in the Swedish language and available for download at www.klaria.com.

For further information, please contact:

Scott Boyer, member of the Board of Directors and CSO, Klaria Pharma Holding AB (publ)
Telephone: +46 (0)8-446 42 99
Email: scott.boyer@klaria.com