Notice of extraordinary meeting of Calliditas Therapeutics AB (publ)
Rhea-AI Summary
Calliditas Therapeutics has announced an extraordinary general meeting on 30 September 2024 at Advokatfirman Vinge's premises in Stockholm.
Asahi Kasei, which now owns over 90% of Calliditas shares, requested this meeting. Key agenda items include:
- Election and removal of board members
- Changes to board member fees
- Delisting from Nasdaq Stockholm
Shareholders must be recorded in the Euroclear Sweden AB register by 20 September 2024 and give notice of participation by 24 September 2024. There are 54,033,447 shares eligible to vote at the meeting.
Proxy forms and additional documents are available on the company's website.
Positive
- Asahi Kasei now owns over 90% of Calliditas shares.
- Calliditas is holding an extraordinary general meeting to potentially delist from Nasdaq Stockholm.
Negative
- Potential delisting from Nasdaq Stockholm may affect shareholders' liquidity and trading options.
News Market Reaction 1 Alert
On the day this news was published, CALT gained 3.56%, reflecting a moderate positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Background
Asahi Kasei Corporation ("Asahi Kasei"), which has announced that the public offer made regarding the company's shares has been accepted to such extent that Asahi Kasei becomes the owner of more than 90 per cent of the shares and votes in the company, has requested the board of directors to issue a notice to an extraordinary general meeting to address the matters that are set out in the proposed agenda. Furthermore, Asahi Kasei has informed Calliditas that the company will revert with its proposed resolutions for the requested items 7-11 on the proposed agenda in connection with the general meeting, at the latest, and will be prepared to present its proposals at the general meeting.
Right to participate in the extraordinary general meeting and notice of participation
A shareholder who wishes to participate in the general meeting must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 20 September 2024, and (ii) no later than 24 September 2024 give notice by post to Calliditas Therapeutics AB (publ), Extraordinary General Meeting 2024, c/o Euroclear Sweden, Box 191, SE-101 23
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company's website, www.calliditas.se. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the general meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the company as set out above so that it is received no later than 27 September 2024.
Nominee-registered shares
To be entitled to participate in the general meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 20 September 2024. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 24 September 2024 are taken into account when preparing the share register.
Number of shares and votes
As of the date of this notice there are a total 54,033,447 ordinary shares outstanding in the company that entitle to one vote per share at the general meeting. Furthermore, as of the date of this notice, the company holds 5,908,018 own ordinary shares which cannot be represented at the general meeting. Thus, there are a total of 59,941,465 ordinary shares and votes in the company, of which 54,033,447 shares and votes can be represented at the general meeting.
Proposed agenda
- Opening of the meeting
- Election of a chairman of the meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Determination of whether the meeting was duly convened
- Determination of the number of board members
- Election and removal of board members
- Determination of fees to the board members
- Resolution that the principles for appointing the nomination committee shall no longer apply after the delisting of Calliditas' shares from Nasdaq Stockholm
- Resolution that the guidelines on remuneration to group management and board members shall no longer apply after the delisting of Calliditas' shares from Nasdaq Stockholm
- Closing of the meeting
Election of chairman of the meeting (item 2)
The nomination committee proposes that Dain Hård Nevonen is elected as chairman of the general meeting.
Shareholder's right to obtain information
Shareholders are reminded of their right to, at the general meeting, obtain information from the board of directors and CEO in accordance with Chapter 7 Section 32 of the Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to Calliditas Therapeutics AB (publ), att. Fredrik Johansson, Kungsbron 1 D5, SE-111 22
Other information
Proxy forms will be available at the company's office and on Kungsbron 1 D5, SE-111 22
Processing of personal data
For information on how your personal data is processed, please see the integrity policy that is available at Euroclear's website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Calliditas Therapeutics AB (publ)
The board of directors
This is an in-house translation of the Swedish original wording. In case of discrepancies between the English translation and the Swedish original, the Swedish text shall prevail.
This information was brought to you by Cision http://news.cision.com.
The following files are available for download:
Calliditas - EGM 2024 - Notice (eng) |
View original content:https://www.prnewswire.com/news-releases/notice-of-extraordinary-meeting-of-calliditas-therapeutics-ab-publ-302236607.html
SOURCE Calliditas Therapeutics
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