Notice of Extraordinary General Meeting of Chordate Medical Holding AB (publ)

The shareholders of Chordate Medical Holding AB (publ), Reg. No. 556962-6319, are hereby invited to attend an Extraordinary General Meeting to be held on Thursday, 17 July 2025, at 15:00 CEST at the company’s premises, Kista Science Tower, Floor 31, Färögatan 33, Kista, Sweden.

Registration and Notification 
Shareholders who wish to participate in the meeting must: 

  • be registered in the share register maintained by Euroclear Sweden AB as of Wednesday, 9 July 2025; and 
  • notify their intention to attend the meeting no later than Friday, 11 July 2025 by mail to Chordate Medical Holding AB (publ), c/o Kista Science Tower, Floor 31, Färögatan 33, 164 51 Kista, Sweden (please mark the envelope “EGM Chordate”), by telephone at +46 (0)8-400 115 46, or by email to niklas.lindecrantz@chordate.com

Shareholders whose shares are nominee-registered through a bank or other manager must, in addition to giving notice of attendance, register their shares in their own name to be entitled to participate in the meeting. Such registration may be temporary (so-called “voting rights registration”) and must be completed by the record date on 9 July 2025. Shareholders should request that their nominee perform such registration well in advance, in accordance with the nominee’s procedures. Voting rights registrations made by the nominee no later than 11 July 2025 will be considered in the preparation of the share register. 

Proxies 
Shareholders who wish to participate via proxy must submit a written, dated proxy signed by the shareholder to the company by mail to Chordate Medical Holding AB (publ), c/o Kista Science Tower, Floor 31, Färögatan 33, 164 51 Kista, Sweden. Proxy forms are available on the company’s website, www.chordate.com. If the shareholder is a legal entity, a certificate of registration or other authorization document must be attached. 

Proposed Agenda 

  1. Opening of the meeting 
  2. Election of Chairman of the meeting 
  3. Preparation and approval of the voting list 
  4. Election of one or two persons to verify the minutes 
  5. Determination of whether the meeting has been duly convened 
  6. Approval of the agenda 
  7. Resolution to approve the Board of Directors' decision on a directed new issue 
  8. Closing of the meeting 

Proposals for Resolutions 

Item 7 – Resolution to approve the Board of Directors' decision on a directed new issue 
The Board of Directors proposes that the Extraordinary General Meeting resolve to approve the Board’s decision of 30 June 2025 on a directed new issue of not more than 637,500 preference shares, resulting in an increase of the share capital by not more than SEK 2,550,000. The resolution shall otherwise be governed by the following terms: 

  1. The right to subscribe for the new shares shall accrue to Sifonen AB, Tommy Hedberg with related parties, and Caroline Brandberg with related parties. The reasons for the deviation from the shareholders’ preferential rights are the Board’s overall assessment, in which the possibility of raising capital through a rights issue has been considered. However, the Board has concluded that a rights issue at this time would entail excessive costs for the company and thus an excessive financial burden. Furthermore, a rights issue carries the risk of not being fully subscribed, meaning that the costs may further exceed what is proportionate to the expected issue proceeds. It is especially noted that in February 2025 the company announced the outcome of a rights issue which was only subscribed to just over 60 percent with preferential rights, whereby guarantee undertakings, for which the company paid compensation, had to be fulfilled. In addition, the Board assesses that a rights issue would likely have needed to be carried out at a discount to the current market price, which would not have been possible given the quota value of the share. The directed issue will be carried out at a premium to the market price, which is more favorable for the Company as well as its shareholders. The Directed Issue is expected to strengthen the company’s ability to carry out the final step of the strategic plan involving the sale of the business to an external party, which the Board considers would be advantageous for both the company and its shareholders.
  2. A subscription price of SEK 4 shall be paid for each share, corresponding to the share’s par value. The subscription price represents a premium of 60 percent compared to the closing price on Nasdaq First North Growth Market on 30 June 2025 (2.50 SEK), and a premium of 7.53 percent to the volume-weighted average price (VWAP) over the last 20 trading days (SEK 3.72) prior to 30 June 2025. Since the subscription price, set at par value, is above both the closing and VWAP prices, the Board considers the price to be market-based and not granting any undue benefit to the subscribers. 
  3. The share premium shall be allocated to the unrestricted share premium reserve. 
  4. Subscription of the new shares shall be made within one week from the date of the meeting’s approval of the issue resolution. Payment shall be made within one week from subscription. 
  5. The Board shall be entitled to extend the subscription and payment period. 
  6. The new shares shall carry entitlement to dividends from the first record date for dividends following their registration with Euroclear Sweden AB. 
  7. The preference shares shall be subject to redemption conditions. 
  8. The Board of Directors, or the person appointed by the Board, is authorized to make minor adjustments to the resolution as may be required for registration with the Swedish Companies Registration Office (Bolagsverket). 

Since the resolution partly relates to parties covered by Chapter 16 of the Swedish Companies Act (the so-called “LEO Law”), the resolution must be supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the meeting to be valid. 

Other Information 
The Board of Directors and the CEO shall, if any shareholder so requests and the Board deems it possible without significant harm to the company, provide information regarding circumstances that may affect the assessment of any matter on the agenda. 

Documents pursuant to Chapter 13, Section 6 of the Swedish Companies Act will be available on the company’s website, www.chordate.com, no later than two weeks prior to the meeting and will be sent to shareholders who request them and provide their address. 

For processing of personal data, please refer to the privacy policy available via the following link: 
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf 
_____________________ 
Chordate Medical Holding AB (publ) 
the board of directors 

Chordate decides on a conditional directed new issue of Preference Shares of approximately SEK 2.55 million

NOT FOR PUBLICATION, PUBLIC DISTRIBUTION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE USA, RUSSIA, BELARUS, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE PUBLICATION, DISTRIBUTION OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE ILLEGAL, SUBJECT TO LEGAL RESTRICTIONS OR REQUIRE REGISTRATION OR OTHER ACTIONS.

The board of Chordate Medical Holding AB (publ) (“Chordate” or the “Company”) has today decided to carry out a directed new issue of a maximum of 637,500 Preference Shares at a subscription price of SEK 4 per Preference Share (the “Directed New Issue”), corresponding to an issue proceeds of approximately SEK 2.55 million before transaction-related costs. The Directed New Issue is conditional on the approval of an extraordinary general meeting. A notice to the extraordinary general meeting will be publicly disclosed via a separate press release. The Directed New Issue is expected to strengthen Chordate’s ability to complete the final step of its strategic plan with the sale of its business to an external buyer, which the board considers to be beneficial for both the Company and its shareholders.

The Directed New Issue 
The board of Chordate has today decided on the Directed New Issue, subject to subsequent approval by an extraordinary general meeting. The Directed New Issue involves 637,500 new Preference Shares at a subscription price of SEK 4 per Preference Share, and the Company will thereby receive approximately SEK 2,550,000 before transaction-related costs. 

The Directed New Issue has been preceded by an exploration of potential interested parties by the Company. The parties that have expressed interest are existing shareholders of Chordate. The entitled subscribers, deviating from the shareholders' preferential rights, are Sifonen AB, Tommy Hedberg with related parties, and Caroline Brandberg with related parties. 

The reason that only these existing shareholders have been included among the eligible subscribers for the Directed New Issue is that these owners have expressed and demonstrated long-term interest in the Company, which the board believes creates security, stability, and favorable conditions for the Company’s growth, thereby being advantageous for both the Company and its shareholders. Furthermore, the Company has found it difficult to attract new investors. 

The subscription price in the Directed New Issue has been determined through negotiations at arm's length between the subscribers and the Company. The subscription price represents a premium of 60 percent compared to the closing price of the preference share on Nasdaq First North Growth Market on June 30, 2025 (2.50 SEK) and a premium of 7.53 percent compared to the volume-weighted average price (VWAP) of the preference share during the last 20 trading days (SEK 3.72) prior to June 30, 2025. Since the subscription price, set at par value, is higher than both the closing price on June 30, 2025, and the volume-weighted average price (VWAP) over the last 20 trading days, the board assesses that the subscription price is market-based and does not provide any undue advantage to the eligible subscribers. 

Background and Motivation 
Chordate is developing and commercializing Ozilia, a medical device for the treatment of chronic migraine and rhinitis. In a crucial randomized and placebo-controlled clinical study, the Company has demonstrated that treatment with Ozilia has a preventive effect on chronic migraine, significantly reducing the number of headache days and days with migraine episodes. Based on the study results, Chordate has obtained regulatory approval in Europe (CE marking) and commercialization has begun, with the system being used for treatment at clinics in Europe and Saudi Arabia. 

Chordate believes that there is significant potential in Ozilia but that full-scale commercialization of the product would be best carried out by a larger international company with sufficient resources. Therefore, Chordate has initiated a process with the goal of completing the divestment to an industrial buyer. In October 2024, the Company announced that the Swiss advisor Partner International had been engaged to conduct a structured sales process to implement the divestment. 

The Directed New Issue is expected to strengthen the Company’s ability to complete the final step of the strategic plan with the sale of the business to an external buyer, which the board believes would be beneficial for both the Company and its shareholders. 

Deviation from shareholders' preferential rights 
The reasons for deviating from the shareholders' preferential rights are the board’s collective assessment, where the possibility of raising capital through a rights issue has been considered. However, the board has concluded that a rights issue at this time would entail too high costs for the Company, thereby placing an excessive financial burden on the Company. A rights issue also risks not being fully subscribed, meaning that the costs could further exceed what is proportionate to the expected issue proceeds. It is particularly noted that in February 2025, the Company announced the outcome of a rights issue that was only subscribed to just over 60 percent with preferential rights, where guarantee commitments, for which the Company paid compensation, had to be fulfilled. Furthermore, the board believes that a rights issue would likely have had to be carried out with a discount relative to the prevailing market price, which would not have been possible given the par value of the shares. The Directed New Issue will be carried out with a premium relative to the market price, which is more beneficial for both the Company and its shareholders. 

Shares and Dilution 
If the Directed New Issue is approved at the extraordinary general meeting, the Directed New Issue will result in the Company’s share capital increasing by a maximum of SEK 2,550,000 from SEK 17,163,056 to SEK 19,713,056. The number of shares will increase by a maximum of 637,500 from 4,290,764 shares to 4,928,264 shares, and the number of votes will increase by a maximum of 63,750 from 2,858,734.4 votes to 2,922,484.4 votes. The implementation of the Directed New Issue will result in a dilution for existing shareholders of approximately 12.94 percent relative to the total number of outstanding shares in the Company and approximately 2.18 percent relative to the total number of outstanding votes in the Company. 

Extraordinary General Meeting 
The board will issue a separate press release to convene an extraordinary general meeting to approve the Directed New Issue. 

Advisors 
CMS Wistrand is the legal advisor in connection with the Directed New Issue. 

Important Information 
This press release does not constitute an offer or invitation to acquire or subscribe for any securities in Chordate in any jurisdiction, neither by Chordate nor anyone else. Copies of this press release may not be made and may not be distributed or sent to the USA, Australia, Belarus, Russia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, or any other jurisdiction where such distribution would be illegal or require registration or other actions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable regulations in their respective jurisdiction. 

This press release is not a prospectus under the meaning of Regulation (EU) 2017/1129 ("Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Chordate has not approved any public offer of shares or other securities in any of the EEA countries and no prospectus has been or will be prepared in connection with the Directed New Issue. In all EEA member states, this message is addressed to and directed at qualified investors and equivalents in the member state as defined by the Prospectus Regulation. 

This press release and the information contained within it may not be distributed to or within the USA. This press release does not constitute an offer to acquire securities in the USA. Securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), and may not be offered or sold in the USA unless they are registered, subject to an exemption, or intended for a transaction not requiring registration under the Securities Act. No offer will be made to the public in the USA to acquire these securities. 

Chordate presents conclusions from the second data monitoring of the ongoing open-label long-term study on chronic migraine: PM010

Since this Post Market Surveillance study is open (uncontrolled), it is possible – as well as the sponsor's responsibility – to actively monitor study data during the ongoing study. It is regulatory and scientifically permissible to summarize both efficacy and safety data.

As approximately fifty percent of the maximum patient population was recruited to the study, it was decided to carry out a follow-up of the data collected so far.

The purpose of the monitoring was a partial summary of the data – with a focus on some of the efficacy data – that were registered in the study from the start of inclusion until 26 May 2025. The study is still ongoing for the patients who are in the study, the recruitment of new patients has been discontinued because data compilation shows such satisfactory results that additional data cannot significantly improve the outcome.

The conclusion reported by the study's statisticians from the monitoring was as follows:

  • Results for the primary endpoint/endpoint: "the reduction in moderate or severe headache days during the last four weeks of the six-week initial treatment period" statistically demonstrate a clinically relevant reduction in the number of headache days compared to baseline (four-week baseline measurement period). This confirms the overall results published for the PM007 study: https://www.neurology.org/doi/10.1212/WNL.0000000000210220.
  • Regarding the main secondary endpoint: "Change from baseline in proportion of migraine days over 12 months from first treatment" also shows with statistical certainty a clinically relevant reduction in the number of days with migraine compared to baseline, over a reassuring period – where the study has so far collected a sufficient amount of data. The same applies to the reduction of headache days, but where the period of significant reduction is even longer.

“It is very gratifying that PM010 now with statistical significance further confirms the results from the PM007 study. This is of great importance in the work with the exit process," says Anders Weilandt, CEO of Chordate, and continues:

“This is a long study with twelve months of follow-up, and data is still being collected. An in-depth analysis is now underway to determine whether it is likely that such good results can be improved from a statistical perspective, or whether the data we have is sufficient to present a final picture of results.”

Chordate Medical Holding AB (publ) Interim Report January-March 2025

Summary of the period January–March 2025

  • Net turnover was SEK 596,105 (257,677)
  • Cash flow from operating activities was SEK -6,046,406 (-5,908,058)
  • Profit/loss after financial items was SEK -5,756,609 (-6,019,201)
  • Profit/loss after tax was SEK -5,756,609 (-6,019,201)
  • Earnings per share were SEK -4.21 (-0.02)

Study publication and last stage financing a good quarter
The first quarter’s obvious high point was that the scientific article on the PM007 migraine study was published in the scientific journal Neurology. The publication confirms that the medical efficacy of the Ozilia treatment is on par with conventional drug-based alternatives for the preventive treatment of chronic migraine and is a very important piece of the puzzle in our ongoing work with the exit process.

During the first quarter, the company also completed a rights issue that overall was subscribed to approximately 79.9 percent, which we view to be an excellent result in the current financing climate. The capital contribution of approximately SEK 17.7 million before deduction of issue costs will primarily be used to support the ongoing exit process.

  • Groundbreaking migraine study with Ozilia now published in prestigious Neurology journal
  • Follow-up study PM010 expanded with key university clinic in Switzerland
  • Rights emission subscribed in total to approximately 79.9 percent
  • Narro Medical qualified as a distributor for the migraine area in Saudi Arabia

Groundbreaking migraine study with Ozilia now published in prestigious Neurology journal
The highly esteemed scientific journal Neurology published at the beginning of January the scientific article on Chordate Medical’s PM007 registration study on preventive neurostimulation treatment for chronic migraine.

The publication entails that the article and the results of the study have now been scientifically reviewed by an independent expert panel. The journal’s classification of the study’s implementation and results gave the highest rating, Class I, as proof that intranasal kinetic oscillation stimulation effectively reduces the number of headache days per month among patients with chronic migraine.

Follow-up study PM010 expanded with key university clinic in Switzerland
Chordate added at the beginning of January a 12th study clinic to the post-market surveillance study PM010 for migraine treatment after Inselspital, Universitätsklinik für Neurologie, in Bern (CH) received ethical approval to join the study.

PM010 is an ongoing open clinical post-market surveillance study to follow the long-term performance and safety of Ozilia® in patients with chronic migraine during regular clinical treatment. The study is designed to be able to recruit up to 200 patients and is being carried out at 12 clinics in four European countries with a follow-up period of 12 months. Data from the study will be reported in intervals and, in addition to meeting regulatory requirements, will also be used to fine-tune recommendations for the clinical treatment regimen.

Rights emission subscribed in total to approximately 79.9 percent
In mid-February, the rights issue announced in December 2024 was completed. Overall, the rights issue was subscribed to approximately 79.9 percent, providing the Company with approximately SEK 17.7 million before deduction of issue costs. The capital contribution will primarily be used to support the work with the ongoing exit process, and all costs that are not judged to have a direct impact on the possibility for successful business will have to wait.

The outcome of the rights issue shows once again that the company has strong support from its owners, which is crucial since we are now in the middle of the work with the final step in the long-term strategy — successful divestment of the operations to a suitable partner.

Additional distributor in Saudi Arabia
During the quarter, the qualification of Narro Trading Est., Riyadh Saudi Arabia (Narro Medical) began as a non-exclusive distributor in the migraine area. We are already working with a distributor in Saudi, but we have seen a need to increase focus and expertise in the neurology field. Narro Medical fits well into this profile and is currently in the final stages of the qualification process, which includes demonstrating effective sales activities in the field and taking over the work with prospective customers we have previously engaged.

The quarter’s sales and performance
Net sales during the quarter amounted to approximately SEK 596,000 (258,000), an increase of approximately 131 percent compared to the corresponding period in 2024. The sales were broken down into 37 percent to the EU and 63 percent to the EMEA. This is a noteworthy increase but, relatively speaking, continued to be at a low level and falls within the fluctuation associated with the phase of early commercialization, which is where the company is currently positioned.

Consolidated earnings and cash flow during the quarter were largely unchanged compared to the corresponding period in 2024. Issue costs burdened the balance sheet but affect comparability for the quarter’s cash flow in relation to the figures for the full year. We are pleased to note increasing sales to the EMEA, which is a direct result of the addition of the new distributor Narro Medical for the migraine area in Saudi Arabia.

Focus in 2025

  • Pursue a successful exit process
  • Increase the number of installations in the focus markets
  • Implement the ongoing clinical studies according to plan

Kista, May 2025
Anders Weilandt, CEO

Communiqué from the Annual General Meeting of Chordate Medical Holding AB (publ)

The Annual General Meeting of Chordate Medical Holding AB (publ) was held on May 21, 2025. The following decisions were made at the Annual General Meeting.

Income statements and balance sheets
The Annual General Meeting adopted the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet for the financial year 2024.

Dividend
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, that no dividend shall be distributed for the financial year 2024 and that the company’s result shall be carried forward in the new accounts.

Discharge from liability
The members of the Board of Directors and the CEO were discharged from liability for the administration of the company during the financial year 2024.

Election of members of the Board of Directors
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that the Board of Directors, for the period running up until the end of the next Annual General Meeting, shall be composed of five board members with no deputy board members.

The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, on the re-election of the board members Henrik Rammer, Tommy Hedberg, Caroline Lundgren Brandberg, Gunilla Lundmark and Otto Skolling for the period running up until the end of the next Annual General Meeting. Otto Skolling was elected Chairman of the Board of Directors for the period running up until the end of the next Annual General Meeting.

Election of auditor
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that one registered accounting firm shall be elected as auditor for the period running up until the end of the next Annual General Meeting.

The Annual General Meeting re-elected, in accordance with the nomination committee’s proposal, the auditing firm Öhrlings PricewaterhouseCoopers AB as auditor for the period running up until the end of the next Annual General Meeting. The Authorized Public Accountant, Henrik Boman, will be the responsible auditor.

Fees to the board of directors and the auditor
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that fees to the board of directors, for the period up until the end of the next annual general meeting, shall amount to a total of SEK 580,000 with the following distribution: SEK 180,000 to the chairman of the board of directors and SEK 100,000 to each of the other members of the board of directors who are not employed by the company.

The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that the fee to the auditor, for the period up to the end of the next annual general meeting, shall be paid as incurred on approved accounts.

Guidelines for appointing the nomination committee
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that the nomination committee shall consist of the four largest shareholders namely HAWOC Investment AB, Sifonen, Isak Brandberg AB with closely related persons, and Tommy Hedberg with closely related persons. The term of the nomination committee shall run until a new nomination committee has been appointed.

Authorization for the board of directors to resolve on issuances
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to authorize the board of directors, on one or more occasions, until the next annual general meeting, with or without preferential rights for the shareholders, to resolve upon issue of shares, convertibles and/or warrants. Such new issue resolutions may include provisions of payment in cash and/or payment by way of contribution of non-cash consideration or by set-off of a claim or that subscription shall be subject to other conditions. The terms and conditions for the issue shall be customary to market practice with the possibility to a customary issue discount and shares, warrants and/or convertibles may be issued up to a volume corresponding to in total not more than one-third (1/3) of the shares outstanding in the company at any given time.

Chordate Medical Expands Migraine Offering in Saudi Arabia – Appoints Additional Distributor

Chordate Medical has appointed Narro Trading Est. (Narro Medical) as a non-exclusive distributor in Saudi Arabia. Narro Medical will initially focus on the migraine segment, and the qualification process as a distributor has been underway for some time.

“We already have a distributor in Saudi Arabia, but we see a need to increase focus and expertise in the neurology field. Narro Medical fits well into that strategy and is currently in the final stages of the qualification process. This includes demonstrating effective sales activities in the field, taking over the work with prospective customers we have previously engaged, and placing qualifying orders for demo equipment and stock – something they have successfully accomplished so far,” says Anders Weilandt, CEO of Chordate Medical.

Ozilia is currently offered as a rhinitis treatment at nine clinics in Jeddah and Riyadh. In September 2024, Chordate received its first order for Ozilia migraine treatment in Saudi Arabia, and shortly thereafter, the Saudi Food and Drug Authority (SFDA) approved the company’s application for market authorization for the migraine indication.

Chordate Medical terminates the liquidity provider agreement for the preference share

Chordate Medical hereby announces that the company has terminated the agreement with Lago Kapital regarding the assignment as liquidity provider for the preference share CMH Pref.

The purpose of the liquidity provider has been to promote the liquidity of the company's preference share, reduce volatility and facilitate trading. Chordate Medical assesses that the current trading and liquidity in the share is good and that the benefit of the liquidity provider is limited.

The liquidity guarantee expires on 2025-06-17.

Change of Certified Adviser (CA) to Bergs Securities

Chordate Medical hereby announces that the company has entered into an agreement with Bergs Securities AB for the role of Certified Adviser. Bergs Securities will assume the position of Certified Adviser (CA) on May 2, 2025. Until then, Vator Securities AB will continue to serve as the company’s Certified Adviser.

Notice to the Annual General Meeting in Chordate Medical Holding AB (publ)

The shareholders in Chordate Medical Holding AB (publ), 556962-6319, are hereby given notice of the annual general meeting to be held on Wednesday 21 May 2025, at 15:00 at the company’s premises, Kista Science Tower, floor 31, Färögatan 33 in Kista, Sweden.

Registration and notification
Shareholders who wish to participate at the general meeting must

  • be recorded in the share register kept by Euroclear Sweden AB on Tuesday 13 May 2025, and
  • give notice of their intention to participate at the general meeting no later than Thursday 15 May 2025 by post to Chordate Medical Holding AB (publ), Kista Science Tower, floor 31, Färögatan 33, 164 51 Kista, Sweden (please mark the envelope ”AGM Chordate”), by telephone to 08-400 115 46 or by e-mail to niklas.lindecrantz@chordate.com.

For shareholders who have their shares registered through a bank or other nominee, the following applies in order to be entitled to participate in the general meeting. In addition to giving notice of participation to the general meeting, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date on 13 May 2025. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee´s routines, request that the nominee makes such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than on 15 May 2025, will be taken into account in the preparation of the share register.

Power of attorney
If a shareholder wishes to attend the general meeting by proxy, a written and dated power of attorney signed by the shareholder in original copy must be sent by post to Chordate Medical Holding AB (publ), Kista Science Tower, floor 31, Färögatan 33, 164 51 Kista, Sweden. A proxy form is available on the company's website www.chordate.com. If the shareholder is a legal person, a certificate of registration or other authorization document must be attached to the form.

Agenda for the general meeting

  1. Opening of the general meeting
  2. Election of chairman at the general meeting
  3. Preparation and approval of the voting list
  4. Election of one or two persons who shall approve the minutes of the general meeting
  5. Determination of whether the meeting has been duly convened
  6. Approval of the agenda
  7. Presentation of the annual report and the auditor’s report as well as the consolidated financial statement and the auditor’s report for the group as well as presentation by the chairman of the board of directors and by the CEO
  8. Resolution on
    a. the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
    b. the dispositions in respect of the company’s profit and loss pursuant to the adopted balance sheet
    c. discharge from liability of the directors and the CEO
  9. Determination of the number of directors, deputy directors, auditors and deputy auditors
  10. Determination of the fees to the board of directors and the auditor
  11. Election of the board of directors and auditors
  12. Resolution on guidelines for appointing the nomination committee
  13. Proposal on an authorization for the board of directors to resolve on issuances
  14. Closing of the meeting

Proposed resolutions

Item 2 – Election of chairman at the general meeting
The nomination committee proposes that Otto Skolling, or the person proposed by the board of directors if he has an impediment to attend, is elected chairman of the annual general meeting and that Niklas Lindecrantz, or the person proposed by the board of directors if he has an impediment to attend, is elected keeper of the minutes of the annual general meeting.

Item 8 b – Resolution on the dispositions in respect of the company’s profit and loss pursuant to the adopted balance sheet
The board of directors proposes that no dividend shall be distributed for the financial year 2024 and that the company’s result shall be carried forward in the new accounts.

Item 9 – Determination of the number of directors, deputy directors, auditors and deputy auditors
The nomination committee proposes that the board of directors, for the period up to the end of the next annual general meeting, shall be composed of five directors with no deputy directors and that one registered accounting firm is elected as auditor.

Item 10 – Determination of the fees to the board of directors and the auditor
The nomination committee proposes that fees to the board of directors, for the period up to until the end of the next annual general meeting, shall amount to a total of SEK 580,000 with the following distribution: SEK 180,000 to the chairman of the board of directors and SEK 100,000 to each of the other members of the board of directors who are not employed by the company.

The nomination committee proposes that the fee to the auditor, for the period up to the end of the next annual general meeting, shall be paid as incurred on approved accounts.

Item 11 – Election of the board of directors and auditors
The nomination committee proposes re-election of the members of the board of directors Henrik Rammer, Tommy Hedberg, Caroline Lundgren Brandberg, Gunilla Lundmark and Otto Skolling for the period up to until the end of the next annual general meeting.

Furthermore, the nomination committee proposes the re-election of Otto Skolling as chairman of the board of directors for the period up to the end of the next annual general meeting.

Furthermore, the nomination committee proposes re-election of Öhrlings PricewaterhouseCoopers AB as auditor for the period up to the end of the next annual general meeting. Öhrlings PricewaterhouseCoopers AB has announced that the authorized public accountant, Henrik Boman, will be the responsible auditor.

Item 12 – Guidelines for appointing the nomination committee
It is proposed that the annual general meeting resolves that the nomination committee should continue to consist of the four largest shareholders at the time of the notice, namely HAWOC Investment AB, Sifonen, Isak Brandberg AB with closely related persons, and Tommy Hedberg with closely related persons. In the event that a member of the nomination committee resigns, is prevented from performing his/her duties, or if the owner who appointed the member offers their place, the remaining members of the nomination committee shall, if they so decide, among the company's shareholders, appoint a suitable replacement to the nomination committee for the remaining term. In the event that someone acquires shares in the company to such an extent that they become one of the four largest owners of the company, the nomination committee may decide to invite a representative for this shareholder as an additional member of the nomination committee.

The term of the nomination committee shall run until a new nomination committee has been appointed. The company is responsible for costs associated with the performance of the nomination committee's duties. Members of the nomination committee do not receive any remuneration from the company.

The nomination committee's duties shall include evaluating the composition and work of the board of directors and submitting proposals to the annual meeting regarding:

  • Chairman of the annual general meeting
  • The number and nominations of members of the board of directors to be elected by general meeting
  • The chairman of the board of directors
  • Remuneration to board members not employed by the company
  • If applicable, nomination of auditor and auditor’s fees
  • If applicable, guidelines for the appointment of members of the nomination committee and the duties of the nomination committee.

Item 13 – Proposal regarding authorization for the board of directors to resolve on issuances
The board of directors proposes that the general meeting authorizes the board of directors, on one or more occasions, until the next annual general meeting, with or without preferential rights for the shareholders, to resolve upon issue of shares, convertibles and/or warrants. Such new issue resolutions may include provisions of payment in cash and/or payment by way of contribution of non-cash consideration or by set-off of a claim or that subscription shall be subject to other conditions. The terms and conditions for the issue shall be customary to market practice with the possibility to a customary issue discount and shares, warrants and/or convertibles may be issued up to a volume corresponding to in total not more than one-third (1/3) of the shares outstanding in the company at any given time.

The board of directors, or a person appointed by the board of directors, shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.

Miscellaneous
The board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the company, provide information on matters that may affect the assessment of an item on the agenda and conditions that may affect the assessment of the company’s financial situation.

Copies of the annual financial report and the auditor’s report will be available at the company’s website, www.chordate.com, no later than two weeks prior to the general meeting. Copies of such documentation will be sent to shareholders who so requests and provides its address.

At the date of this notice, the company has 4,290,764 shares, of which 2,699,620 are ordinary shares and 1,591,144 are preference shares with a total of 2,858,734.4 votes.

For the processing of personal data, please refer to the privacy policy available at the following link: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

_____________________
Chordate Medical Holding AB (publ)
the board of directors

Chordate Medical Holding AB publishes annual report for 2024

Chordate Medical Holding AB (Publ) has today published its annual report for the fiscal year 2024. The annual report is available on Chordate's website www.chordate.com and is attached to this press release.