The shareholders of Calliditas Therapeutics AB (publ) (“Calliditas Therapeutics”), Reg. No. 556659-9766, with registered office in Stockholm, are summoned to the extraordinary general meeting on Monday, 30 September 2024 at 12:00 p.m. CEST at Advokatfirman Vinge’s premises on Smålandsgatan 20, SE-111 46, Stockholm, Sweden. Registration starts at 11:30 a.m. CEST.
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 Stockholm, Sweden or via e-mail to GeneralMeetingService@euroclear.com. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number, and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy.
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 of 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.