Notice of Extraordinary General Meeting of Chordate Medical Holding AB (publ)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Medicinteknik |
The shareholders of Chordate Medical Holding AB (publ), Reg. No. 556962-6319, are hereby invited to attend an Extraordinary General Meeting to be held on Thursday, 17 July 2025, at 15:00 CEST at the company’s premises, Kista Science Tower, Floor 31, Färögatan 33, Kista, Sweden.
Registration and Notification
Shareholders who wish to participate in the meeting must:
- be registered in the share register maintained by Euroclear Sweden AB as of Wednesday, 9 July 2025; and
- notify their intention to attend the meeting no later than Friday, 11 July 2025 by mail to Chordate Medical Holding AB (publ), c/o Kista Science Tower, Floor 31, Färögatan 33, 164 51 Kista, Sweden (please mark the envelope “EGM Chordate”), by telephone at +46 (0)8-400 115 46, or by email to niklas.lindecrantz@chordate.com.
Shareholders whose shares are nominee-registered through a bank or other manager must, in addition to giving notice of attendance, register their shares in their own name to be entitled to participate in the meeting. Such registration may be temporary (so-called “voting rights registration”) and must be completed by the record date on 9 July 2025. Shareholders should request that their nominee perform such registration well in advance, in accordance with the nominee’s procedures. Voting rights registrations made by the nominee no later than 11 July 2025 will be considered in the preparation of the share register.
Proxies
Shareholders who wish to participate via proxy must submit a written, dated proxy signed by the shareholder to the company by mail to Chordate Medical Holding AB (publ), c/o Kista Science Tower, Floor 31, Färögatan 33, 164 51 Kista, Sweden. Proxy forms are available on the company’s website, www.chordate.com. If the shareholder is a legal entity, a certificate of registration or other authorization document must be attached.
Proposed Agenda
- Opening of the meeting
- Election of Chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Resolution to approve the Board of Directors' decision on a directed new issue
- Closing of the meeting
Proposals for Resolutions
Item 7 – Resolution to approve the Board of Directors' decision on a directed new issue
The Board of Directors proposes that the Extraordinary General Meeting resolve to approve the Board’s decision of 30 June 2025 on a directed new issue of not more than 637,500 preference shares, resulting in an increase of the share capital by not more than SEK 2,550,000. The resolution shall otherwise be governed by the following terms:
- The right to subscribe for the new shares shall accrue to Sifonen AB, Tommy Hedberg with related parties, and Caroline Brandberg with related parties. The reasons for the deviation from the shareholders’ preferential rights are the Board’s overall assessment, in which the possibility of raising capital through a rights issue has been considered. However, the Board has concluded that a rights issue at this time would entail excessive costs for the company and thus an excessive financial burden. Furthermore, a rights issue carries the risk of not being fully subscribed, meaning that the costs may further exceed what is proportionate to the expected issue proceeds. It is especially noted that in February 2025 the company announced the outcome of a rights issue which was only subscribed to just over 60 percent with preferential rights, whereby guarantee undertakings, for which the company paid compensation, had to be fulfilled. In addition, the Board assesses that a rights issue would likely have needed to be carried out at a discount to the current market price, which would not have been possible given the quota value of the share. The directed issue will be carried out at a premium to the market price, which is more favorable for the Company as well as its shareholders. The Directed Issue is expected to strengthen the company’s ability to carry out the final step of the strategic plan involving the sale of the business to an external party, which the Board considers would be advantageous for both the company and its shareholders.
- A subscription price of SEK 4 shall be paid for each share, corresponding to the share’s par value. The subscription price represents a premium of 60 percent compared to the closing price on Nasdaq First North Growth Market on 30 June 2025 (2.50 SEK), and a premium of 7.53 percent to the volume-weighted average price (VWAP) over the last 20 trading days (SEK 3.72) prior to 30 June 2025. Since the subscription price, set at par value, is above both the closing and VWAP prices, the Board considers the price to be market-based and not granting any undue benefit to the subscribers.
- The share premium shall be allocated to the unrestricted share premium reserve.
- Subscription of the new shares shall be made within one week from the date of the meeting’s approval of the issue resolution. Payment shall be made within one week from subscription.
- The Board shall be entitled to extend the subscription and payment period.
- The new shares shall carry entitlement to dividends from the first record date for dividends following their registration with Euroclear Sweden AB.
- The preference shares shall be subject to redemption conditions.
- The Board of Directors, or the person appointed by the Board, is authorized to make minor adjustments to the resolution as may be required for registration with the Swedish Companies Registration Office (Bolagsverket).
Since the resolution partly relates to parties covered by Chapter 16 of the Swedish Companies Act (the so-called “LEO Law”), the resolution must be supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the meeting to be valid.
Other Information
The Board of Directors and the CEO shall, if any shareholder so requests and the Board deems it possible without significant harm to the company, provide information regarding circumstances that may affect the assessment of any matter on the agenda.
Documents pursuant to Chapter 13, Section 6 of the Swedish Companies Act will be available on the company’s website, www.chordate.com, no later than two weeks prior to the meeting and will be sent to shareholders who request them and provide their address.
For processing of personal data, please refer to the privacy policy available via the following link:
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
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Chordate Medical Holding AB (publ)
the board of directors