Karolinska Development Waives Traditional Meeting Norms

Extraordinary General Meeting of Karolinska Development

The shareholders of Karolinska Development AB, reg. no. 556707-5048, are invited to participate in an Extraordinary General Meeting (EGM). This pivotal meeting is scheduled for January 8, 2026, at 10.00 a.m. (CET) at a designated venue in Stockholm.

Shareholder Participation Options

The Board of Directors has made provisions for shareholders to exercise their voting rights through postal voting as outlined in item 13 of the Articles of Association. Shareholders have various options to participate in the EGM: they can attend the meeting in person, submit their votes by postal voting, or nominate a proxy to vote on their behalf.

Attending the Meeting in Person

To attend the EGM in person, shareholders must ensure that they are registered in the shareholder registry maintained by Euroclear Sweden AB by December 23, 2025. They must also notify Karolinska Development of their intention to participate no later than January 2, 2026. This notification should include their full name, personal identification number or company registration number, contact number, and the number of shares they represent.

Voting by Postal Voting

For those opting for postal voting, it is crucial that shareholders are also registered by the aforementioned date. They need to send their postal vote following the provided instructions, ensuring it reaches Karolinska Development by January 2, 2026. A specific postal voting form available on the company’s website must be used, and submitted votes must not contain any special instructions—otherwise, the vote will be invalid.

Proxy Voting Details

If attending through a proxy, shareholders need to provide a written authorization to the company well ahead of the meeting. This proxy can be valid for up to five years. If the proxy is from a legal entity, documentation proving signatory rights must accompany it. Also, proxy forms are accessible on the company’s website for download.

Nominee Registered Shares

For shareholders with nominee-registered shares, they must ensure that their shares are registered in their name to participate in the meeting. This can be achieved by requesting a voting rights registration through their nominee in good time, ensuring completion before January 30, 2025.

Meeting Agenda Proposal

The proposed agenda for the EGM is as follows:

1. Election of the chairperson of the general meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two individuals to verify the minutes
5. Determination of the validity of the meeting’s notice
6. Amendment of the Articles of Association regarding company name and capital
7. Approval of a new share issuance with preferential rights for existing shareholders
8. Closure of the meeting

Notable Proposed Amendments

The Board proposes several key changes to the Articles of Association, primarily to amend the company name to KDventures AB and adjust the object of the company’s business. This is a significant rebranding effort aimed at aligning the company more closely with its strategic goals.

Additionally, the proposal includes raising the share capital limits to support a new rights issue plan which seeks to gather additional funds from existing shareholders, indicated by the raised capital target.

Share Issuance and Subscription Process

The rights issue is designed to adapt the company’s capital structure in a manner that benefits both the company and its shareholders. Each current shareholder will have the right to purchase new shares at a predetermined price per share. The detailed terms of subscription will ensure that existing shareholders get preferential treatment, encouraging participation in the share issuance.

Final Notes and Information Access

The Board is keen on maintaining transparency and will provide access to necessary documents relating to the EGM on its corporate website. Moreover, any queries regarding the agenda will be addressed by the Board if requested by shareholders, provided it does not hamper the company's operations.

Frequently Asked Questions

What is the date and time of the EGM?

The Extraordinary General Meeting is scheduled for January 8, 2026, at 10:00 a.m. (CET).

How can shareholders participate in the meeting?

Shareholders can attend in person, vote by postal voting, or appoint a proxy to vote on their behalf.

What needs to be submitted for postal voting?

Shareholders must complete and submit a designated postal voting form. It needs to be received by the company by January 2, 2026.

What are the proposed amendments to the Articles of Association?

Proposals include a change to the company name along with adjustments to share capital limits.

Where can I find more information about the EGM?

Information, including the required forms, will be available on the company's website and can also be obtained by contacting the company directly.

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