The shareholders in
The shareholders in
Notice
Shareholders wishing to participate at the meeting must:
i. be entered in the shareholders' register, kept by
ii. notify the company of their attendance and any assistant no later than
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
Proxy
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 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 are 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. Approval of the agenda;
5. Election of one (1) or two (2) persons who shall approve the minutes of the meeting;
6. Determination of whether the meeting has been duly convened;
7. Resolution on merger with
a. approval of merger plan, and
b. issue of merger consideration.
7. Closing of the meeting.
The board of directors' proposed resolutions
The board of directors of the company has presented the following proposed resolution in relation to items 1 and 6 in the proposed agenda.
Item 1. Election of chairman of the meeting
The board of directors proposes that attorney Marcus Nivinger is appointed chairman of the Extraordinary General Meeting.
Item 6. Resolution on merger with
In order to complete the proposed merger between
The resolutions under items 6 (a) - 6 (b) below are conditional upon each other and the Swedish Companies Registration Office's (Sw. Bolagsverket) registration of the merger.
Item 6 (a). Approval of merger plan
Klaria's and Karessa's Boards have jointly adopted a merger plan, dated
Item 6 (b). Issue of merger consideration
Implementation of the merger requires that the Extraordinary General Meeting resolves to issue of 6,635,200 new shares in Klaria as Merger Consideration. Such issue of shares will increase Klaria's share capital by approximately
Majority requirements
A resolution in accordance with item 6 (a)-(b) requires support by shareholders holding not less than two-thirds (2/3) of both the shares voted and of the shares represented at the general 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 32,093,248. 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 managing director are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the company, provide information, regarding circumstances which may affect the assessment of a matter on the agenda. 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
Complete proposal in relation to item 6 and related documentation pursuant to the Swedish Companies Act, and a merger document including, inter alia, the merger plan, a description of the background and motives for the merger and a description of the merged company are kept available at the company's office. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents are made available 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
För mer information, besök
scott.boyer@klaria.com
Tel: 08-446 42 99 / 0730-71 64 62
This is
Klaria (
https://news.cision.com/klaria-pharma-holding-ab/r/klaria-pharma-holding-ab--publ--issues-notice-to-attend-an-extraordinary-general-meeting-and-publish,c2981403
https://mb.cision.com/Main/12655/2981403/1154972.pdf
(c) 2019 Cision. All rights reserved., source