Notice to attend the Annual General Meeting of 2cureX AB
THIS PRESS RELEASE IS AN ENGLISH TRANSLATION OF THE LEGALLY BINDING SWEDISH PRESS RELEASE: “KALLELSE TILL ÅRSSTÄMMA I 2CUREX AB, April 23, 2021”.
The shareholders of 2cureX AB, 559128-0077, are hereby invited to the Annual General Meeting on Thursday, May 27, 2021. Considering the risk of spreading the coronavirus and the authorities' regulations/general advice on avoiding gatherings, the Board of Directors have decided that the Annual General Meeting shall be held without a physical presence by shareholders exercising their voting rights by means of only advance voting, so-called postal voting. No Annual General Meeting with the possibility to attend in person or by proxy will take place. Information about the resolutions adopted by the Annual General Meeting will be published on May 27, 2021 as soon as the outcome of the advance vote is finally compiled.
Right to participate and registration
Shareholders wishing to participate in the Annual General Meeting shall:
- be entered in the share register maintained by Euroclear Sweden AB on Wednesday, May 19, 2021
- register with the company no later than Wednesday 26 May 2021 by having cast their postal vote in accordance with the instructions under the heading Postal voting so that the postal vote is delivered to the company no later than that date.
Nominee registered shares
In order to be entitled to participate in the meeting, the nominee must have the shares registered in his own name, so that he/she is registered in the share register maintained by Euroclear Sweden AB as of the record date Wednesday, May 19, 2021. Such registration may be temporary (so-called voter registration). Shareholders wishing to register the shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to make such voting registration. Registration of voting rights requested by shareholders in such a time that the registration has been made by the relevant nominee no later than Friday May 21, 2021 will be taken into account in the production of the share register.
Shareholders exercise their voting rights at the meeting only by voting in advance, so-called postal voting, in accordance with Section 22 of the Act (2020:198) on temporary exemptions to facilitate the conduct of general meetings. In case of postal voting, a special digital form shall be used that is available on the company's website www.2curex.com. Separate notification shall not be made without the completed and signed form valid as notification to the meeting.
To be valid as a notification, the completed form must be received by the company no later than May 26, 2021. The completed form is sent to 2cureX AB, Att: Ole Thastrup, c/o MAZARS SET Revisionsbyrå AB, Box 159, 261 22 Landskrona. If the shareholder is a legal entity or if the shareholder votes in advance by proxy, the instructions under the heading Proxy m.m. below shall be followed.
The shareholder may not provide the advance vote with special instructions or conditions. If this happens, the entire postal voting form is invalid. Further instructions can be found in the postal voting form.
Information about the resolutions adopted at the Annual General Meeting will be published on May 27, 2021 as soon as the outcome of the vote is finally compiled.
If a shareholder is to be represented by proxy, the proxy must have a written, dated and signed power of attorney for the meeting. The power of attorney may not be older than one year, unless a longer period of validity (but not more than five years) has been specified in the power of attorney. If the power of attorney has been issued by a legal entity, the representative must also include the relevant registration certificate or equivalent authorization document for the legal entity. To facilitate entry, a copy of the power of attorney and other authorization documents should be attached to the notification to the meeting. Proxy forms are available on the company's website www.2curex.com and sent by post to shareholders who contact the company and state their address.
Number of shares and votes
At the time of this notice, the number of outstanding shares and votes in the company amounts to 14,856,600. The company does not hold any own shares.
- Election of chairman of the meeting.
- Establishment and approval of the electoral roll.
- Approval of the agenda.
- Choice of one or two certifiers of the minutes.
- Examination of whether the meeting has been duly convened.
- Decision on:
- adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet
- appropriation of the company's results in accordance with the adopted balance sheet
- discharge from liability for the members of the Board of Directors and the CEO.
- Determination of the number of board members, deputies and the number of auditors and deputy auditors.
- Determination of fees to the Board of Directors and auditors.
- Election of the Board of Directors and accounting firms or auditors.
- The Board of Directors' proposal for a resolution on incentive programs for CEO Fernando Andreu through the issue of warrants.
- The meeting closes.
Proposal for a decision in brief:
Election of chairman of the meeting (item 1)
The Board of Directors proposes that Povl-André Bendz, Chairman of the Board, be appointed to chair the Annual General Meeting. If Povl-André Bendz is prevented from attending, the person designated by the Board of Directors is appointed instead.
Establishment and approval of electoral roll (paragraph 2)
The voting list that is proposed to be approved is the electoral roll prepared by the company, based on the shareholders' register of general meetings and the advance votes received, and verified by the adjuster.
Choice of one or more certifiers of the minutes (paragraph 3)
The Board of Directors proposes Grith Hagel or, in the event of impediment, the person or persons designated by the Board of Directors instead, to persons to certify the minutes of the Annual General Meeting together with the Chairman. The assignment of the adjusters also includes checking the electoral roll and that the votes received are correctly reproduced in the minutes of the meeting.
Allocation of results (paragraph 6(b))
The Board of Directors proposes that the Annual General Meeting dispose of the company's results in accordance with the Board's proposal in the Annual Report. Furthermore, the Board of Directors proposes that no dividend be paid for the financial year 2020.
Determination of the number of board members, deputies and the number of auditors and deputy auditors and determination of fees to the Board of Directors and auditors (items 7 and 8)
Shareholders representing approximately 30.6 percent of the votes in the company have announced that they propose that the Board of Directors shall consist of six board members and no deputy board member. Remuneration of SEK 150,000 is proposed for ordinary board members and a remuneration of SEK 300,000 is proposed to the Chairman of the Board.
Furthermore, the Board of Directors has proposed that an auditor and no deputy auditor be appointed, and that the auditor receive a remuneration of SEK 125,000.
Election of board of directors and auditor (item 9)
Shareholders representing approximately 30.6 percent of the votes in the company have announced that they propose that Povl-André Bendz, Camilla Huse Bondesson, Jørgen Drejer, Michael Lutz, Nils Brünner and Ole Thastrup be re-elected as board members. Povl-André Bendz is proposed to be re-elected as Chairman of the Board.
Furthermore, the Board of Directors has proposed that the company's auditor Öhrlings PricewaterhouseCoopers AB, headed by Cecilia Andrén Dorselius, be re-elected until the end of the Annual General Meeting held next financial year.
The Board of Directors' proposal for an incentive program for CEO Fernando Andreu through the issue of warrants (item 10)
The Board of Directors proposes that the Annual General Meeting of 2cureX AB, reg. no. 559128-0077, ("Company") resolves to issue a maximum of 700,000 warrants, as a result of which the company's share capital may increase by a maximum of SEK 70,000. The warrants shall entitle the company to subscribe for new shares.
The following conditions shall apply to the issue:
- The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, accrue to the CEO Fernando Andreu, who is entitled to subscribe for a maximum of 700,000 warrants.
- The warrants shall be subscribed for no later than June 30, 2024 on a special subscription list. Reference is made to section 4 below.
- The warrants are issued free of charge.
- Each warrant entitles to subscription of one new share in the Company at a subscription price that shall be the average of the closing price of the Company's shares on NASDAQ Stockholm First North each trading day during the periods.
April 1, 2022 through June 30, 2022 (233,333 warrants)
April 1, 2023 through June 30, 2023 (233,333 warrants) and
April 1, 2024 through June 30, 2024 (233,334 warrants)
A total of 700,000 warrants.
The subscription price shall be set at an amount corresponding to 110 percent of the volume-weighted average price on Nasdaq First North Growth Market for a period of ten trading days after the Annual General Meeting on May 27, 2021. The calculated subscription price shall be rounded to sek 100th, with SEK 0.005 being rounded to SEK 0.01. The subscription price may not be fixed below the quotient value of the share.
- New share subscribed for through exercise of warrants entitles to dividends for the first time on the record date for dividends that occurs immediately after the new share issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register maintained by Euroclear Sweden AB.
- The purpose of the issue is to offer, within the framework of an incentive program, a motivation-enhancing owner engagement for the new CEO. The purpose is to create a common interest for the Company's shareholders and participating board members to work and to ensure that the Company achieves the best possible business and value development. Long-term ownership engagement is expected to stimulate increased interest in the business and earnings development as a whole and increase motivation for the participating members.
- The full terms and conditions for the warrants are set out in Appendix 1A, which means, among other things, that the subscription price as well as the number of shares that warrants entitle to subscription of will be recalculated in certain cases.
- It is proposed that the Board of Directors or the person designated by the Board of Directors be authorized to make the minor adjustments in this decision that may be necessary in connection with registration with the Swedish Companies Registration Office and possibly with Euroclear Sweden AB.
Resolutions pursuant to this Annex are valid only if it has been supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the meeting.
Personal data retrieved from the share register maintained by Euroclear Sweden AB, notification of attendance at the meeting and information about deputies, representatives and advisors will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting.
The annual report together with the auditor's report for the company and the Group, as well as complete proposals for resolutions and proxy forms will be available at the company's offices, 2cureX, Fruebjergvej 3, 2100 Copenhagen, Denmark and on the company's website (www.2curex.com) from three weeks before the Annual General Meeting and will be sent to shareholders who so request and state their postal address.
Shareholders present at the general meeting have the right to request information in accordance with Chapter 7. Section 32 of the Swedish Companies Act (2005:551).
Malmö in April 2021
For more information about 2cureX:
Fernando Andreu, CEO
Tel: +45 2279 5399
Phone: +46 8 121 576 90
2cureX has developed the IndiTreat® (Individual Treatment) test. IndiTreat® establishes thousands of 3D microtumors that functionally resemble the patient's tumor and identifies the approved cancer treatment that most effectively kills the patient's tumor. Immediately after the test, the patient is given the selected treatment.
The first IndiTreat® product in metastatic colorectal cancer is introduced to the European market. Subsequent products help patients at different stages of colorectal cancer and other solid cancers.
The company is listed on Nasdaq First North Growth Market in Stockholm (symbol: "2CUREX"). For more information about 2cureX visit www.2cureX.com.