Notice Of Extraordinary General Meeting In Karolinska Development AB (Publ)
| Current wording | Proposed wording |
| 1. Name The company ́s name is Karolinska Development AB. The company is a public company (publ). | 1. Name The company ́s name is KDventures AB. The company is a public company (publ). |
| 3. Object of the company's business The objects of the Company's business are to provide administration services within finance and accounting, legal, management and human recourses; to provide advice within medical development, clinical trial, regulatory and patents; to own and manage shares and other securities within the area of medicine, biotechnology and pharmaceuticals; as well as other activities compatible therewith. | 3. Object of the company's business The objects of the Company's business are to provide administration services within finance and accounting, legal, management and human recourses; to provide advice within medical development, clinical trial; to own and manage shares and other securities within the area of medicine, biotechnology and pharmaceuticals; as well as other activities compatible therewith. |
b) amendment of the limits of the share capital and the number of shares
To enable the rights issue in accordance with item 7, the Board of Directors proposes that the EGM resolves to amend the limits of the share capital and the number of shares in the Articles of Association as follows.
| Current wording | Proposed wording |
| 4. Share capital and shares The company's share capital shall be not less than SEK 1,750,000 and not more than SEK 7,000,000. The company shall have not less than 175,000,000 shares and not more than 700,000,000 shares. | 4. Share capital and shares The company's share capital shall be not less than SEK 2,650,000 and not more than SEK 10,600,000. The company shall have not less than 265,000,000 shares and not more than 1,060,000,000 shares. |
The resolution in accordance with item 6 b) is conditional upon the EGM also approving the Board of Directors' resolution to issue new shares with preferential rights for existing shareholders in accordance with item 7 on the agenda.
The Board of Directors, the CEO or the person that the Board of Directors appoints shall be authorised to make such amendments and adjustments of the resolution by the EGM that is required when registering the new company name, the new object of the Company's business and the change of the limits of the share capital and number of shares with the Swedish Companies Registration Office.
Item 7: Resolution on approval of the Board of Directors' resolution to issue new shares with preferential rights for existing shareholders
The Board of Directors proposes that the EGM resolves to approve the Board of Directors' resolution on December 1, 2025, to increase the Company's share capital by no more than SEK 6,751,939.85 through a rights issue of no more than 675,193,985 shares of series B with preferential rights for existing shareholders, (the“ Rights Issue”), on the terms and conditions set out below.
The right to subscribe for shares in the Rights Issue shall apply to persons whom on the record date for the Rights Issue are registered as shareholders in the Company. Each shareholder of shares of series A and series B in the Company has preferential right to subscribe for new shares of series B. One (1) existing share (regardless of share series) entitles to five (5) subscription rights, and two (2) subscription rights entitle to subscription of one (1) new share of series B. The subscription price per share of series B is SEK 0.30. The part of the subscription price that exceeds the quotient value of the shares shall be allocated to the non-restricted share premium fund.
In case not all shares have been subscribed for by the exercise of subscription rights, the Board of Directors shall, within the limits of the maximum amount of the Rights Issue, resolve on the allotment of shares subscribed for without the support of subscription rights. Allocation without preferential rights shall primarily be made to such subscribers who have also subscribed for shares with the support of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event that allotment cannot be made in full, allotment shall be made in relation to the number of subscription rights exercised for the subscription of shares. Secondly, allotment of shares subscribed for without the support of subscription rights shall be made to those who have subscribed without the support of subscription rights, and in the event that allotment to these cannot be made in full, allotment shall be made in proportion to the number of shares each subscribed. Thirdly and lastly, allotment of shares subscribed for without the support of subscription rights shall be made to those who have entered into guarantee undertaking agreements as issue guarantors, and in the event that allotment cannot be made in full, allotment shall be made in proportion to the amount guaranteed. If allotment in any stage outlined above cannot be made pro rata, allotment shall be made by drawing lots.
The record date for determining which shareholders who are entitled to subscribe for shares with preferential right shall be Friday January 9, 2026.
Subscription of shares with subscription rights shall be made through payment in cash during the period from and including January 13, 2026 up to and including January 27, 2026. The Board of Directors shall have the right to extend the subscription and payment period. It is noted that the Board of Directors has the possibility to allow set-off under the conditions set forth in Chapter 13, section 41 of the Swedish Companies Act.
Subscription of shares without subscription rights shall be made during the period stated above. Such subscriptions shall be made on a separate subscription list. Payment for shares subscribed for without subscription rights shall be made in cash not later than two (2) banking days after the contract notes evidencing the allocation of shares has been sent out. The Board of Directors shall have the right to extend the subscription and payment period.
Subscription regarding the possible subscriptions made by guarantors shall be made on a separate subscription list no later than five (5) banking days after the end of the subscription period. Payment for such subscribed and allocated shares shall be made in cash no later than two (2) banking days after the contract notes evidencing the allocation of shares has been sent out. The Board of Directors shall have the right to extend the subscription and payment period.
The new shares shall entitle to dividend for the first time on the record date for dividend that take place after the Rights Issue has been registered with the Swedish Companies Registration Office and the shares have been recorded in the share register kept by Euroclear Sweden AB.
The resolution is conditional upon the EGM also resolving to amend the Articles of Association regarding the limits of the share capital and the number of shares, in accordance with item 6 b) on the agenda.
The Board of Directors, CEO or any other person appointed by the Board of Directors, shall have the right to make such minor adjustments that may be required in order to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Majority requirement
For valid resolutions under item 6 it is required that the resolutions are supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the EGM.
Miscellaneous
The postal voting form, the proxy form and the other documents required under the Swedish Companies Act will be available at the Company's office with address Nanna Svartz väg 2, 171 65, Solna, Sweden and at the Company's website,, no later than three weeks before the EGM, and will be sent to shareholders who so request and provide their postal address.
The Board of Directors and the CEO shall, if requested by any shareholder and if the Board of Directors is of the opinion that it can be done without causing material harm to the Company, provide disclosures about conditions that may impact assessment of an item of business on the agenda.
As per the date of this notice, there are 270,077,594 shares, representing a total of 293,074,943 votes outstanding in the Company, distributed among 2,555,261 shares of series A (with 25,552,610 votes) and 267,522,333 shares of series B (with 267,522,333 votes). As per the date of this notice, the Company holds 244,285 treasury shares of series B.
Processing of personal data
For information on how your personal data is processed in connection to the EGM, see the privacy policy available on Euroclear Sweden AB's website:
Solna in December 2025
Karolinska Development AB (publ)
The Board of Directors
Attachment
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Karolinska Development - Notice EGM 2026

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