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Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Bioteknik |
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The shareholders of Klaria Pharma Holding AB (publ), org.nr 556959-2917, are hereby summoned to extraordinary general meeting on March 19, 2026, at 10.00 a.m. CET, at Advokatfirman Glimstedts Stockholm office, Sturegatan 46 in Stockholm.
Right to participate and notice of participation
Shareholders who wish to participate in the extra general meeting must:
- be entered in the share register maintained by Euroclear Sweden AB on March 11, 2026, and
- notify the company of their participation no later than March 13, 2026, by mail to Klaria Pharma Holding AB, Virdings Allé 2, 754 50 Uppsala, Sweden, by telephone 08-446 42 99 or by e-mail info@klaria.com. The notification must include full name, personal identity number or company registration number, shareholding, address, telephone number and information about any assistants and, where applicable, information on any principal. In addition, complete authorization documents such as a certificate of registration and power of attorney must be enclosed with the notice of participation.
Shareholders whose shares are held in the name of a nominee must, in addition to giving notice of participation in the extra general meeting, register their shares in its own name so that the shareholder is included in the presentation of the share register as of March 11, 2026, in order to be entitled to participate in the extra general meeting. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures at such time in advance as determined by the nominee. Voting rights registrations made by the nominee no later than March 13, 2026, will be taken into account in the preparation of the register of shareholders.
Proposed agenda
- Opening of the meeting.
- Election of chairman of the meeting.
- Preparation and approval of the voting list.
- Election of at least one person to verify the minutes.
- Approval of the agenda.
- Determination of whether the meeting has been duly convened.
- Election of auditor.
- Decision on merger plan.
- Closing of the meeting.
Proposed decision
Election of Chairman of the meeting (item 2)
The Board of Directors proposes Maria Lindegård Eiderholm, Attorney-at-Law, of Advokatfirman Glimstedt, be elected as chairman of the extraordinary general meeting, or, if she is prevented from attending, the person appointed by the Board of Directors.
Election of auditor (item 7)
The Board of Directors proposes that the extraordinary general meeting resolves to elect Azets Revision & Rådgivning AB, org. no. 559480-5169, as auditor, with Per Hammar as auditor in charge.
Due to the Company's collaboration with BDO LLP's UK Life Sciences M&A team regarding business development efforts in strategically important markets, the Board of Directors proposes that the current auditor BDO Mälardalen AB with auditor in charge Niklas Nordström shall resign from their assignment in order to prevent a possible conflict of interest from arising.
Azets Revision & Rådgivning AB provides expert expertise in accounting for small and medium-sized companies. Per Hammar is an authorized accountant with over 35 years of experience and specialization in pharmaceutical companies and development companies and with extensive experience as an auditor in listed companies. Azets Revision & Rådgivning AB has been deemed by the Board of Directors to be a suitable auditor with Per Hammar as auditor in charge of the Company. The Board of Directors therefore proposes that the extraordinary general meeting resolves to elect Azets Revision & Rådgivning AB as auditor and Per Hammar as auditor in charge.
Resolution on merger plan (item 8)
The Board of Directors proposes that the extraordinary general meeting resolves that the merger plans regarding the absorption of the wholly owned subsidiaries Klaria Incentive AB, org.nr. 559084-7793, Karessa Incentive AB, org.nr 559114-8514 and Karessa Pharma AB, org.nr. 556966-7420 prepared on May 15, 2025, shall be valid in Klaria Pharma Holding AB (publ).
On May 15, 2025, the Board of Directors of Klaria Pharma Holding AB (publ) decided to absorb the non-operating subsidiaries Klaria Incentive AB, org.nr. 559084-7793, Karessa Incentive AB, org.nr 559114-8514 and Karessa Pharma AB, org.nr. 556966-7420. Because the application for execution of the merger plans has not yet been submitted to the Swedish Companies Registration Office, the Board of Directors proposes that the extraordinary general meeting resolves to make the merger plans valid in Klaria Pharma Holding AB (publ). The Board of Directors shall then apply for the execution of the merger, which is expected to be completed before the end of June 2026.
Documents for the meeting
The Board's complete proposal for resolutions and proxy forms will be available at the Company's offices and on the Company's website www.klaria.com no later than March 5, 2026. The documents will be sent free of charge to shareholders who so request and provide their postal or e-mail address. .
Other information
At the time of issuance of this summons, there are a total of 245,976,152 outstanding shares and votes in the company. The company does not hold any own shares.
According to Chapter 7. Section 32 of the Swedish Companies Act, 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 at the extra general meeting on circumstances that may affect the assessment of an item on the agenda. The duty of disclosure also covers the company's relationship with other group companies, the consolidated financial statements and such matters regarding subsidiaries as referred to in the previous sentence.
For information on how personal data is processed in connection with the extra general meeting, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
Stockholm, March 2026
KLARIA PHARMA HOLDING AB (publ)
Board of Directors
For more information, please visit Klaria Pharma Holding AB's website klaria.com or contact: Fredrik Hübinette, Chairman of the Board of Directors, Klaria Pharma Holding AB (publ) Phone: 08-446 42 99, E-mail: investor.relations@klaria.com
This disclosure contains information that Klaria Pharma Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014) and the Swedish Securities Markets Act (2007:528). The information was submitted for publication, through the agency of the contact person, on 02-03-2026 13:33 CET.