The shareholders of
Participation and notification of attendance
A shareholder, who wishes to participate in the meeting, must
(i) be recorded as shareholder (not nominee registered) in the share register held by
(ii) notify
The notification should include name, identification-/registration number, address and telephone number and, if applicable, number of advisors.
Nominee registered shares
For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the meeting. In addition to giving notice of participation, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by
Information regarding COVID-19
Due to the spread of the coronavirus, the Company has taken a number of precautionary measures ahead of the Extraordinary General Meeting to protect the health of the shareholders and the employees and to limit potential spread of the virus. The precautionary measure implies that planned speeches will be kept to a minimum and that no refreshments will be served. Participation by management, members of the Board of Directors, as well as non-shareholder will be limited. The Company encourages the shareholders to use the below option to exercise their voting rights by proxy without participating physically at the Extraordinary General Meeting. The Company follows the development closely any will publish updated information if necessary.
Proxy etc.
A shareholder attending the meeting by proxy, must issue a written proxy. The proxy is valid during the period set forth in the proxy, however, at most five years from the issuance. If a proxy is issued by a legal entity, a copy of the legal entity's registration certificate or similar document evidencing signatory powers must be enclosed. Proxy forms in Swedish and English are available for download on the Company’s website, www.karolinskadevelopment.com.
Proposal for agenda
1. Opening of the meeting
2. Election of chairperson of the meeting
3. Election of one or two persons to verify the minutes
4. Preparation and approval of the voting list
5. Approval of the agenda
6. Determination of whether the meeting was duly convened
7. Resolution on election of a new member of the Board of Directors
8. Resolution on
a) amendment of the articles of association (limits for share capital and number of shares)
b) approval of resolution to issue shares with preferential rights for existing shareholders
9. Resolution on amendment of the articles of association
10. Closing of the meeting
Items 2 and 7: The Nomination Committee´s election of chairperson of the meeting and resolution on election of a new member of the Board of Directors
The Nomination Committee has consisted of
The Nomination Committee proposes that the Extraordinary General Meeting resolves as follows:
Item 8: Resolution on a) amendment of the articles of association (limits for share capital and number of shares) and b) approval of resolution to issue shares with preferential rights for existing shareholders
a) amendment of the articles of association (limits for share capital and number of shares)
To enable the share issue under item b) below, the Board of Directors proposes that the Extraordinary General Meeting resolves that the articles of association’s limits for share capital and number of shares in item 4, paragraph 1 of the Company´s articles of association shall be amended as follows:
Current wording | Proposed wording |
4. Share capital and shares The company’s share capital shall be not less than | 4. Share capital and shares The company’s share capital shall be not less than SEK 1,750,000 and not more than SEK 7,000,000. The company shall have not less than 175,000,000 shares and not more than 700,000,000 shares. |
b) approval of resolution to issue shares with preferential rights for existing shareholders
The Board of Directors proposes that the Extraordinary General Meeting approves the Board of Directors’ resolution on
The right to subscribe for shares in the rights issue shall apply to persons whom on the record date for the rights issue are registered as shareholders in the Company. Each shareholder has preferential right to subscribe for shares of the same series of shares in relation to the number of shares previously held by the shareholder (primary preferential right). Shares that are not subscribed for with primary preferential right shall be offered to all shareholders for subscription (subsidiary preferential right). If the offered shares are not sufficient for the subscription with subsidiary preferential right, the shares shall be allocated amongst the subscribers in proportion to the number of shares that they previously held, and to the extent this cannot be made, by drawing of lots. Upon sale of subscription rights (of primary preferential right), the subsidiary preferential right also proceed to the new holder of the subscription rights. One (1) existing share (regardless of share series) entitles to one (1) subscription right and ten (10) subscription rights entitle to subscription of seven (7) new shares of the same series of shares as the subscription rights in question. The subscription price per share of series A and series B is
If not all shares have been subscribed by the exercise of subscription rights, the Board shall, within the limits of the maximum amount of the rights issue, resolve on the allotment of shares subscribed without the support of subscription rights. Allocation without preferential rights shall primarily be made to such subscribers who have also subscribed for shares with the support of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event that allotment cannot be made in full, allotment shall be made in relation to the number of subscription rights exercised for subscription of shares. Secondly, allotment of shares subscribed without the support of subscription rights shall be made to those who have subscribed without the support of subscription rights, and in the event that allotment to these cannot be made in full, allotment shall be made in proportion to the number of shares each subscribed. Thirdly and lastly, allotment of shares subscribed without the support of subscription rights shall be made to those who have entered into a guarantee undertakings agreements as issue guarantors, and in the event that allotment cannot be made in full, allotment shall be made in proportion to the amount guaranteed. If allotment in any stage above cannot be made pro rata, allotment shall be made by drawing lots.
The record date for determining which shareholders who are entitled to subscribe for shares with preferential right shall be
Subscription of shares with subscription rights shall be made through payment in cash during the period from and including
Subscription of shares without subscription rights shall be made during the period stated above. Such subscriptions shall be made on a separate subscription list. Payment for shares subscribed without subscription rights shall be made in cash not later than two (2) banking days after the contract notes evidencing the allocation of shares has been sent out. The Board of Directors shall have the right to extend the subscription and payment period.
Subscription as concerned possible subscriptions made by guarantors shall be made on a separate subscription list no later than five (5) banking days after the end of the subscription period. Payment for such subscribed and allocated shares shall be made in cash no later than two (2) banking days after the contract notes evidencing the allocation of shares has been sent out. The Board of Directors shall have the right to extend the subscription and payment period.
The new shares shall entitle to dividend for the first time on the first record date for dividend that take place after the rights issue has been registered with the Swedish Companies Registration Office and the shares have been recorded in the share register kept by
The Board of Directors, or any other person appointed by the Board of Directors, shall have the right to make such minor adjustments that may be required in order to register the resolution with the
Shares of series A are subject to restrictions as set forth in Chapter 4, Section 6 of the Swedish Companies Act (conversion provision).
The resolution of the General Meeting in accordance with items a) and b) above shall be made as one resolution.
To be valid, a resolution in accordance with the proposal by the Board of Directors must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.
Item 9: Resolution on amendment to the Articles of Association
To facilitate and increase the flexibility in regard to General Meetings, the Board of Directors proposes that the Extraordinary General Meeting resolves to allow postal voting on General Meetings, through an amendment of item 13 of the Company´s articles of association as follows:
Current wording | Proposed wording |
13. Collection of proxies The board of directors may collect proxies on the expense of the company in accordance with the procedure described in chapter 7 section 4, second paragraph of the Swedish Companies Act. | 13. Collection of proxies and postal voting The board of directors may collect proxies on the expense of the company in accordance with the procedure described in chapter 7 section 4, second paragraph of the Swedish Companies Act. The Board of Directors may decide before a General Meeting that the shareholders shall be able to exercise their voting rights by post before the General Meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act. |
The Board of Directors, or any other person appointed by the Board of Directors, shall have the right to make such minor adjustments that may be required in order to register the resolution with the
To be valid, a resolution in accordance with the proposal by the Board of Directors must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.
Miscellaneous
The Nomination Committee´s proposal and statement, the Board of Directors’ complete proposal for decisions in matters on the agenda as well as other documents according to the Swedish Companies Act will be held available at the Company’s office with address Tomtebodavägen 23 A in Solna and on the Company’s website, www.karolinskadevelopment.com, no later than three weeks before the meeting, i.e. no later than on
A shareholder is entitled to require that the Board of Directors and the CEO (when possible without causing material damage to the Company) provides information regarding circumstances that may affect the assessment of an item on the agenda.
As per the date of this notice, there are 175,665,409 shares, representing a total of 189,193,291 votes in the Company, distributed among 1,503,098 shares of series A (with 15,030,980 votes) and 174,162,311 shares of series B (with 174,162,311 votes). As per the date of this notice, the Company holds 244,285 treasury shares of series B.
Processing of personal data
For information on how your personal data is processed in connection to the Extraordinary General Meeting see the privacy policy available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Solna in
The Board of Directors
Attachment
- Notice EGM 2022
© OMX, source