Notice of extraordinary general meeting in 2ureX AB
The shareholders of 2cureX AB, reg. no. 559128-0077, (the "Company") are hereby invited to the extra general meeting on Thursday 5 November 2020 at 15:00 CET at PricewaterhouseCoopers office's at Anna Lindhs Plats 4 in Malmö, Sweden.
Information with respect to the coronavirus
Due to the development of the coronavirus the goal is that the extra general meeting shall be swift and effective to minimize spread of disease. Shareholders should carefully consider the possibility to vote in advance, please see below, as well as the possibility of participating by way of proxy. Shareholders who display symptoms of infection (dry cough, fever, respiratory distress, sore throat, headache, muscle and joint ache), have been in contact with people displaying symptoms, have visited a risk area, or belong to a risk group, are in particular encouraged to utilize such possibility. The board of directors of the Company has resolved on the following measures to minimize the risk of the spread of the coronavirus at the general meeting:
- Possibility to vote in advance and participate via video conference.
- Registration for the general meeting will commence at 14:45 CET.
- External guests will not be invited.
- No food or refreshments will be served.
The Company follows the development and the recommendations of the authorities and will, if necessary, update the information about the extra general meeting on the Company’s website, www.2curex.com.
Right to attend and notification
Shareholders who wish to attend the extra general meeting must:
- on the record date, which is Wednesday 28 October 2020, be registered in the share register maintained by Euroclear Sweden AB; and
- notify the company of their participation and any assistants (no more than two) in the extra general meeting no later than Friday 30 October 2020. The notification shall be in writing to Baker & McKenzie Advokatbyrå KB, Attn: Ian Gulam, Box 180, 101 23 Stockholm (kindly mark the envelope "2cureX EGM 2020"), or via e-mail: email@example.com. The notification should state the name, personal/corporate identity number, shareholding, share classes address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended to the notification.
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than Wednesday 28 October 2020 and should therefore be requested from the nominee well before this date.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum of five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than on 30 October 2020. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. A proxy form will be available on the Company's website, www.2curex.com, and will also be sent to shareholders who so request and inform the Company of their postal address.
The shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting in accordance with section 3 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. The Company encourages the shareholders to use this opportunity in order to minimize the number of participants attending the general meeting in person and thus reduce the spread of the infection.
A special form shall be used for advance voting. The form is available on www.2curex.com. A shareholder who is exercising its voting right through advance voting does not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.
The completed voting form must be at the Company’s disposal no later than on Friday 30 October 2020. The completed and signed form shall be sent to the address stated under "Right to attend and notification" above. A completed form may also be submitted electronically and is to be sent to firstname.lastname@example.org. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same applies to shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.
Further instructions and conditions are included in the form for advance voting.
The shareholders might attend the general meeting either physically, in person or by proxy, or remotely (via video conference) and vote in advance. Those who are willing to attend remotely and would like to utilize their voting rights cannot do so by video conference and must instead participate via proxy or vote in advance to utilize their voting rights. The Company will prior to the extra general meeting announce information about attendance at the general meeting remotely.
- Opening of the meeting and election of chairman of the meeting
- Preparation and approval of voting list
- Approval of the agenda
- Election of one or two persons to certify the minutes
- Question whether the general meeting has been duly convened
- Resolution regarding incentive program 2020/2023 for certain members of the board of directors
- Closing of the meeting
Item 1: Opening of the meeting and election of Chairman of the meeting
The board of directors of the Company proposes that the chairman of the board, Povl-André Bendz, is appointed as chairman of the general meeting.
Item 6: Resolution regarding incentive program 2020/2023 for certain members of the board of directors
The shareholder Grith Hagel proposes that the extra general meeting of the Company resolves to issue a maximum of 120,000 warrants, which may result in a maximum increase in the Company’s share capital of SEK 12,000. The warrants shall entitle to subscription of new shares in the Company.
The following terms shall apply to the issuance:
The warrants may, with deviation from the shareholders' preferential rights, be subscribed for by the directors Nils Brünner, Camilla Huse Bondesson and Michael Lutz, whereby all directors who have been offered to subscribe for warrants have the right to subscribe for a maximum of 40,000 warrants each, a total of 120,000 warrants if all warrants are subscribed for.
The warrants shall be subscribed for as of 6 November 2020 up to and including 20 November 2020 on a separate subscription list, with a right for the board to extend the subscription period.
The warrants are issued at no consideration.
Each warrant entitles to subscription of one (1) new share in the Company during the period from 1 October 2023 up to an including 31 December 2023 or the earlier date set forth in the terms for the warrants.
The subscription price shall be determined to an amount equal to 110 percent of the volume weighted average price at Nasdaq First North Growth Market during a period of ten trading days following the extra general meeting on 5 November 2020. The calculated subscription price shall be rounded to the nearest SEK 0.01, where SEK 0.005 shall be rounded upwards to SEK 0.01. The subscription price may not amount to less than the quota value of the company's shares.
A new share subscribed for by exercise of a warrant has a right to dividends as of the first record day for dividends following registration of the new share issue with the Companies Registration Office and after the share has been registered in the share register maintained by Euroclear Sweden AB.
The purpose of the issuance is to within an incentive program offer certain board members a motivational ownership engagement. The purpose is to create a common interest for the Company’s shareholders and the participating directors to work for and aim at the Company achieving the best development possible with respect to its business and value. A long term ownership engagement is expected to stimulate an increased interest for the business and the development of the results in a whole as well as an increased motivation for the participating directors.
The complete terms and conditions for the warrants are available at the Company and will be published on the Company's website no later than two weeks before the general meeting, including conditions regarding re-calculation, in certain cases, of the subscription price and the number of shares a warrant entitles to.
The board of directors or a person nominated by it, shall be authorized to make such minor adjustments as may be required in connection with registration of the resolution with the Swedish Companies Registration Office and, if applicable, Euroclear Sweden AB.
Preparations of the shareholder Grith Hagel's proposal for an incentive program for certain directors, costs for the program, other outstanding share based incentive programs, dilution etc.
The proposal for resolution on the implementation of the incentive program and the proposal of resolution according to the above, have been prepared by the shareholder Grith Hagel together with external advisors.
Subscription of warrants shall be made at no consideration. The warrants fair market value, according to a preliminary valuation based on the market value of the underlying share of SEK 16.80, SEK 5.20 per warrant, assuming an exercise price of SEK 18.48 per share. The Black & Scholes valuation model has been used for the valuation, assuming a risk free interest rate of -0.55 percent and a volatility of 50 percent, taking into account that no dividends and other distributions to shareholders are expected during the period of the program.
Costs and effects on key figures
As the warrants are subscribed for at no consideration the personal costs will be distributed during the term of the warrants, which according to the preliminary valuation above amount to SEK 624,000. Additional costs will consist only of minimal costs for the implementation and administration of the incentive program. Since the total costs are calculated as such a marginal amount, no hedge of these costs is proposed.
The total cost for social security contributions will be distributed over the term for the warrants based on the market value of the warrant.
The program is not considered to have a significant impact on important key figures.
It shall be noted that all calculations above are preliminary and are only intended to provide an illustration of what costs the incentive program may include. Actual costs may therefore deviate from what has been stated above.
The total number of registered shares and votes at the time of this proposal amount to 14,846,000. The maximum dilution of the incentive program is estimated to be a maximum of approximately 0.80 percent of the total number of shares and votes in the Company (calculated on the number of existing shares the Company), assuming full subscription and exercise of all warrants offered. The maximum dilution of the proposed incentive program plus the other outstanding incentive programs in the Company is estimated to be a maximum of approximately 2.11 percent, assuming full subscription and exercise of all warrants offered and outstanding.
Other outstanding share based incentive programs
The Company has previously established two incentive programs, series 2018/2021:1 and 2018/2021:2, respectively. For more information, see the Company's annual report for 2019.
A resolution in accordance with item 6 requires support by shareholders holding not less than nine tenth of both the shares voted and of the shares represented at the general meeting.
Number of shares and votes
The total numbers of shares and votes in the Company on the date of this notice are 14,846,000. The Company holds no own shares.
Copies of proxy form, the complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. All documents are available at PricewaterhouseCoopers office's at Anna Lindhs Plats 4 in Malmö, Sweden, Sweden and at the Company's website www.2curex.com in accordance with the above and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation to the meeting, see the Privacy notice available on Euroclear Sweden AB's website:
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Malmö October 2020
The board of directors
For more information about 2cureX, please contact:
Ole Thastrup, CEO
Telefon: +45 22 11 53 99
Telefon: +46 8 121 576 90
2cureX has developed the IndiTreat® (Individual Treatment) test. IndiTreat® establishes thousands of 3D micro-tumors that are similar to the patient’s tumor and identifies the treatment that most effectively kills the patient’s tumor and the treatment to which the patient is resistant. Immediately after the test, the patient can be offered the selected treatment.
IndiTreat® is being clinically validated in clinical studies in colorectal cancer, ovarian cancer, pancreatic cancer and preventive cancer medicine. The clinical programs are conducted at major cancer hospitals in Denmark, Germany, Sweden and United Kingdom.
IndiTreat® is presently being introduced into the European market.
The aspiration is that IndiTreat® becomes a standard Functional Precision Medicine tool for cancer patients.
The company is listed at the Nasdaq First North Growth Market in Stockholm (symbol: “2CUREX”).