Notice to the Extraordinary General Meeting in Chordate Medical Holding AB (publ)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Medicinteknik |
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The shareholders in Chordate Medical Holding AB (publ), 556962-6319, are hereby given notice of the extraordinary general meeting to be held on Monday, 8 December 2025, at 15:00 at the company’s premises, Kista Science Tower, floor 31, Färögatan 33 in Kista, Sweden.
Registration and notification
Shareholders who wish to participate at the general meeting must
- be recorded in the share register kept by Euroclear Sweden AB on Friday, 28 November 2025, and
- give notice of their intention to participate at the general meeting no later than Tuesday, 2 December 2025 by post to Chordate Medical Holding AB (publ), Kista Science Tower, floor 31, Färögatan 33, 164 51 Kista, Sweden (please mark the envelope ”EGM Chordate”), by telephone to 08-400 115 46 or by e-mail to niklas.lindecrantz@chordate.com.
For shareholders who have their shares registered through a bank or other nominee, the following applies in order to be entitled to participate in the general meeting. In addition to giving notice of participation to the general meeting, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date on 28 November 2025. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee´s routines, request that the nominee makes such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than on 2 December 2025, will be taken into account in the preparation of the share register.
Power of attorney
If a shareholder wishes to attend the general meeting by proxy, a written and dated power of attorney signed by the shareholder in original copy must be brought to the meeting or, to facilitate registration, be sent by post to Chordate Medical Holding AB (publ), Kista Science Tower, floor 31, Färögatan 33, 164 51 Kista, Sweden. A proxy form is available on the company's website www.chordate.com. If the shareholder is a legal person, a certificate of registration or other authorization document must be attached to the form.
Agenda for the general meeting
- Opening of the general meeting
- Election of chairman at the general meeting
- Preparation and approval of the voting list
- Election of one or two persons who shall approve the minutes of the general meeting
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Resolution on liquidation
- Resolution on delisting
- Closing of the meeting
Proposed resolutions
Item 7 – Resolution on liquidation
The board of directors proposes that the general meeting adopt a resolution that Chordate Medical Holding AB (publ) enter into voluntary liquidation pursuant to Chapter 25, section 3 of the Swedish Companies Act.
In its continuous evaluation of the company's operations and financial position, including but not limited to investigating the possibilities to find an international buyer of the company’s business operations, the Board of Directors has concluded that there is no longer a sufficient basis for the continuation of the operations up until a successful exit. This conclusion is in particular taking into consideration the current level of working capital and that the Board of Directors foresee no realistic assumptions for the company to carry out such additional capital increase as would be necessary to continue the operations pending a successful exit.
It is the board of directors’ opinion that an orderly winding up of the business through voluntary liquidation is the best way to ensure that as much of the company's remaining value as possible can be distributed to the shareholders.
Lars-Olof Svensson, lawyer at CMS Wistrand law firm is proposed as liquidator.
It is proposed that the resolution shall have effect as from the date on which the Swedish Companies Registration Office appoints a liquidator.
It is estimated that the distribution of assets will take place upon the expiry of the period of notice to unknown creditors or, at the latest, in connection with the presentation of the liquidator's final report.
It is currently not possible to determine the amount which will be distributed in the liquidation.
In the Board of Directors’ opinion, there is no alternative to liquidation.
Item 8 – Resolution on delisting
The board of directors proposes that the general meeting adopt a resolution that Chordate Medical Holding AB (publ)’s shares be delisted from Nasdaq First North Growth Market in accordance with II.1.B) of the Rules on delisting of shares at the issuer's initiative issued by the Swedish Securities Council's Self-Regulatory Committee (ASK).
A decision on delisting is valid if it has been supported by shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the general meeting and, if there is a shareholder who, together with related parties, controls at least three-tenths (3/10) of the votes in the company, that a majority of all other votes in the company do not vote against the proposal.
As previously mentioned, the board of directors of the Company has concluded that there are no longer sufficient conditions for continuing operations. Listing the Company's shares entails high demands on disclosure, financial reporting and regulatory compliance, which is both time-consuming and costly. In the Board's opinion, these costs are not reasonably proportionate to the benefits, either for the Company or for the shareholders, in connection with a liquidation process. Provided that the Company's general meeting decides on voluntary liquidation, the board considers that it is no longer financially justifiable for the Company's shares to remain listed for trading.
An application to the Marketplace for delisting may be made no earlier than three (3) months after the market has been informed of the delisting plans.
Preliminary timetable for delisting
8 December 2025: Extraordinary general meeting to decide on delisting.
Mid-March 2026: Application for delisting submitted to the marketplace, no earlier than three months from today's date.
March/April 2026: The marketplace approves delisting and announces the last day of trading. The Company publishes a press release regarding the last day of trading.
April/May 2026: Last day of trading in the Company's shares on the marketplace, tentatively two weeks after the marketplace has decided on delisting.
Miscellaneous
The board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the company, provide information on matters that may affect the assessment of an item on the agenda and conditions that may affect the assessment of the company’s financial situation.
Documents according to Chapter 25, section 4 of the Swedish Companies Act will be available at the company’s website, www.chordate.com, no later than two weeks prior to the general meeting. Copies of such documentation will be sent to shareholders who so requests and provides their address.
For the processing of personal data, please refer to the privacy policy available at the following link: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
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Chordate Medical Holding AB (publ)
the board of directors