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Summons to extraordinary general meeting of Klaria Pharma Holding AB (publ)
The shareholders of Klaria Pharma Holding AB (publ), company registration number 556959-2917, are hereby summoned to the extra general meeting on 5 October 2026 at 10.00 a.m. at law firm Glimstedt's Stockholm office, Sturegatan 46 in Stockholm.
Registration and notification
Shareholders wishing to attend the extra general meeting must:
- be registered in the share register maintained by Euroclear Sweden AB on September 25, 2026,
- and notify the Company of their attendance no later than September 29, 2026, by post to Klaria Pharma Holding AB, Virdings Allé 2,754 50 Uppsala, by telephone at 08-446 42 99 or by email to [email protected]. The notification shall state full name, personal identification number or company registration number, shareholding, address, telephone number and information about any assistants/advisors and, where applicable, information about a representative. Where applicable, complete authorization documents, such as a certificate of registration and a power of attorney, shall also be enclosed with the notification.
Shareholders whose shares are nominee-registered must, in addition to notifying the Company of their attendance at the extra general meeting, have their shares registered in their own name so that the shareholder is included in the extract of the share register as of September 25, 2026 in order to be entitled to attend the extra general meeting. Such registration may be temporary (so-called voting rights registration) and is requested by the nominee in accordance with the nominee's procedures and sufficiently in advance as determined by the nominee. Voting rights registrations made by the nominee no later than September 29, 2026, will be taken into account in the preparation of the share register.
Agenda
- Opening of the meeting.
- Election of the chair of the meeting.
- Preparation and approval of the voting list.
- Election of at least one person to verify and approve the minutes.
- Approval of the agenda.
- Determination of whether the meeting has been duly convened.
- Resolution on a rights issue of Units.
- Resolution on amendment of the articles of association.
- Resolution on authorization to issue Units.
- Closing of the meeting.
Proposals for resolutions
Election of the chair of the meeting (item 2)
The Board proposes that attorney Maria Lindegård Eiderholm of Advokatfirman Glimstedt be elected chair of the extra general meeting, or, if she is unable to attend, such person as the Board may appoint instead.
Resolution on a rights issue of Units (item 7)
The Board proposes that the extra general meeting resolve on an issue of units consisting of shares and warrants of series TO1 (the "Unit") with pre-emptive rights for existing shareholders for a total amount of not more than SEK 147 585 691,20 before deduction of issue costs (the "Rights Issue"). The issue terms in summary are set out below.
Each Unit shall consist of four (4) shares and one (1) warrant of series TO1. The Company may issue not more than 61 494 038 Units. Upon full subscription for the Units and the subsequent subscription for new shares, the Company's share capital may increase by not more than SEK 4 099 602,607176 through the issue of not more than 245 976 152 shares and by an additional not more than SEK 1 024 900,651794 through the issue of not more than 61 494 038 warrants of series TO1. Upon full subscription for the Units, the Company's share capital will increase by a total of not more than SEK 5 124 503,258970 and a total of 307 470 190 new shares.
The subscription price for a Unit shall be SEK 2,40, corresponding to SEK 0,60 per share. No option premium shall be paid for the warrants of series TO1 included in each Unit. The subscription price corresponds to a discount of approximately 26 percent compared to the theoretical ex-rights price per share (TERP), calculated on the basis of the volume-weighted average price (VWAP) of the share during the period from August 17, 2026, to August 28, 2026, assuming a fully subscribed rights issue.
The amount exceeding the quota value of the shares shall be transferred to the unrestricted share premium reserve.
The right to subscribe for Units shall, on a pre-emptive basis, be granted to those registered as shareholders in the share register maintained by Euroclear Sweden AB on the record date for the Rights Issue. For each (1) existing share held on the record date, one (1) unit right will be received. Four (4) unit rights entitle the holder to subscribe for one Unit consisting of four (4) shares and one (1) warrant free of charge.
The proposed record date for the Rights Issue is October 12, 2026. The subscription period runs from October 14, 2026, up to and including October 28, 2026. Payment for Units subscribed for with pre-emptive rights shall be made at the same time as subscription. Payment for Units subscribed for without pre-emptive rights shall be made no later than three (3) banking days after the allocation notice has been sent to the subscriber. The Board shall be entitled to extend the subscription and payment period.
Subscription may only be made for Units and not for shares and warrants separately. Allocation will only be made in Units.
One (1) warrant of series TO1 entitles the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to the subscription price per share in the Rights Issue, i.e. SEK 0,60 per share. The warrants have a term of three (3) years. Upon exercise of warrants of series TO1 for subscription for shares, the amount exceeding the quota value of the shares shall be transferred to the unrestricted share premium reserve. Warrants of series TO1 may be exercised for shares on five occasions;
- November 22-26, 2027
- April 17-21, 2028
- October 9-13, 2028
- March 5-9, 2029
- October 17-31, 2029
Full exercise of the warrants of series TO1 and the subsequent subscription for new shares may result in warrant proceeds of not more than SEK 36 896 422, 80 before issue costs. The Company intends to apply for admission to trading of TO1 on Nasdaq First North Growth Market, subject to the marketplace's approval.
The new shares and new shares that may be issued upon exercise of warrants of series TO1 shall carry an entitlement to dividends for the first time on the record date for dividends that occurs immediately following the registration of the shares with the Swedish Companies Registration Office and their entry in the share register maintained by Euroclear Sweden.
The Board, or a person appointed by the Board, shall be authorized to make such minor adjustments to the resolution as may be required for registration with the Swedish Companies Registration Office or Euroclear Sweden.
The resolution on the Rights Issue is conditional upon the extra general meeting resolving to adopt new articles of association in accordance with the Board's proposal under item 8 below.
Full subscription for shares in the Rights Issue will result in an increase in the number of shares of not more than 245 976 152, to not more than a total of 491 952 304 shares. For shareholders who do not participate in the Rights Issue, this corresponds to dilution of approximately 50 per cent of the number of shares and votes following the Rights Issue. Shareholders who do not participate may be able to financially compensate themselves by selling their unit rights. Upon full exercise of all 61 494 038 warrants of series TO1, the number of shares in the Company may increase by an additional 61 494 038, to not more than 553 446 342 shares. This corresponds to dilution of approximately 11,1 per cent, calculated after a fully subscribed Rights Issue of shares, and aggregate dilution of not more than approximately 55,6 per cent. If guarantee compensation is paid in Units, additional dilution may occur.
In connection with the offering of the Rights Issue, the Company will prepare and publish an EU follow-on prospectus in accordance with Article 14a of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "Prospectus Regulation") in its consolidated version. The EU follow-on prospectus will be prepared in accordance with the requirements of Annex IV to the Prospectus Regulation and will be published on the Company's website before the start of the subscription period following approval by the Swedish Financial Supervisory Authority.
Resolution on amendment of the articles of association (item 8)
The Board proposes that the extra general meeting resolve that Section 4 of the articles of association be amended so that the share capital shall be not less than SEK 3 400 000 and not more than SEK 13 600 000 and that Section 5 of the articles of association be amended so that the number of shares shall be not less than 200 000 000 and not more than 800 000 000.
The Board proposes that the Board, or a person appointed by the Board, be authorized to make such minor adjustments to the above resolution as may prove necessary in connection with the registration of the articles of association with the Swedish Companies Registration Office.
For a valid resolution, the resolution must be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
Resolution on authorization to issue Units (item 9)
The Rights Issue is intended to be secured through subscription commitments and guarantee commitments. Compensation for guarantee commitments may be paid in cash or by receiving Units.
The Board proposes that the extra general meeting, for the period until 31 December 2026, authorize the Board to resolve on an issue of Units consisting of four (4) shares and one (1) warrant of series TO2 on the same terms as the issue of Units in the Rights Issue. Payment may be made in cash or by set-off.
The authorization shall be used to fulfil the Company's obligation to pay any guarantee compensation for the Rights Issue in Units. In connection therewith, the Board shall be entitled to offer Units to the guarantors in the Rights Issue with deviation from the existing shareholders' pre-emptive rights.
The Board, or a person appointed by the Board, shall be authorized to make such minor adjustments to the resolution as may be required for registration with the Swedish Companies Registration Office.
For a valid resolution, the resolution must be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
Documents for the meeting
The Board's complete proposals for resolutions and proxy form will be available at the Company's offices and on the Company's website www.klaria.com no later than September 14, 2026. The documents will be sent free of charge to shareholders who so request and provide their postal or email address.
Other
At the time of issuance of this notice, the Company has a total of 245 976 152 outstanding shares and votes. The Company holds no treasury shares.
Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, the Board and the Managing Director shall, if requested by any shareholder and if the Board considers that this can be done without significant detriment to the Company, at the extra general meeting provide information on circumstances that may affect the assessment of a matter on the agenda. The duty of disclosure also covers the Company's relationship with another group company, the consolidated financial statements and such circumstances relating to subsidiaries as referred to in the preceding 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, September 2026
KLARIA PHARMA HOLDING AB (publ)
The Board
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). The information was submitted for publication, through the agency of the contact person, on 01-09-2026 04:10 CET.