Notice to attend the extraordinary general meeting of 2cureX AB (publ)
The shareholders of 2cureX AB (publ), org. no. 559128-0077, are hereby invited to an extraordinary general meeting. The extraordinary general meeting will be held at 15:00 (CEST) on Thursday 2 July 2020 at the premises of PwC, located at Anna Lindhs Plats 4 in Malmö.
Notification of participation etc.
Shareholders who wish to attend the extraordinary general meeting must:
- be recorded as shareholders in the share register maintained by Euroclear Sweden AB on Friday 26 June 2020, and;
- no later than on Friday 26 June 2020 have given written notice of their participation by mail to 2cureX AB, Att: Ole Thastrup, c/o MAZARS SET Revisionsbyrå AB, Box 159, 261 22 Landskrona. Notice can also be done by telephone at +45 22-11 53 99, or by email to ot@2curex.com. The notification should state name, personal identification number or registration number, address, daytime phone number and when applicable information regarding any representative, proxy and or at most two assistants. If applicable, the notification must include authorization documents such as a certificate of registration or equivalent documents.
Nominee-registered shares
Shareholders whose shares are nominee-registered must, in order to have the right to attend the extraordinary general meeting, request to be temporarily registered in the share register kept by Euroclear Sweden AB. The shareholder must instruct their nominee thereof in due time prior to Friday 26 June 2020, by which date such registration must be executed.
Proxy
Shareholders represented by proxy shall issue a written and dated power of attorney signed by the shareholder. A power of attorney issued by a legal entity shall have a registration certificate attached, or if such certificate does not exist, equivalent documents. The original power of attorney and any registration certificate should, in advance of the general meeting be sent to the Company at the address above.
Proposed agenda
- Appointment of a chairman of the general meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Appointment of one (1) or two (2) persons to verify the minutes of the meeting
- Determination of whether the extraordinary general meeting was duly convened
- Appointment of Board of directors
- Resolution to authorize the Board of directors to resolve to issue new shares, convertible loan notes and/or warrants
- Resolution to amend the terms and conditions for warrants of series 2018/2020
- Closure of the general meeting
Appointment of a chairman of the general meeting (item 1)
The Board proposes that Povl-André Bendz is appointed as chairman of the extraordinary general meeting.
Appointment of Board of directors (item 6)
The Board of directors proposes that the extraordinary general meeting resolves to increase the number of members of the Board from five members to six members and to appoint Nils Brünner and Michael Lutz as new board members. Further, the Board of directors proposes that the extraordinary general meeting resolves to dismiss Timm Jessen, co-founder of 2cureX, who has decided to leave the Board for personal reasons.
More information about the proposed new board members will be published through a press release before the extraordinary general meeting takes place.
Resolution regarding authorizing the Board of directors to resolve to issue new shares, issue convertible loan notes and/or issue warrants (item 7)
The Board of directors proposes that the extraordinary general meeting authorizes the Board to resolve, on one or more occasions, during the period and until the end of the next annual general meeting, to increase the Company’s share capital through a new issue of shares, convertible loan notes, and/or warrants to the extent permitted by the Articles of Association from time to time.
New issue of shares, as well as issue of warrants and convertible loan notes, shall be able to take place with or without deviation from the shareholders’ pre-emption right, against cash payment, for payment in kind, by way of set-off, or on conditions following from Chapter 2, Section 5 of the Swedish Companies Act. According to Chapter 16 of the Swedish Companies Act, this authorization does not authorize the Board of directors to resolve on an issue to the Board Directors and/or employees of the Company.
A valid resolution pursuant to this item requires that the resolution be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the extraordinary general meeting.
Resolution to amend the terms and conditions for warrants of series 2018/2020 (item 8)
At the annual general meeting in 2018, the shareholders resolved on two incentive programs for the management. Jürgen Kupper, Managing director for 2cureX GmbH, was allocated 160,000 warrants and subscribed for all warrants. The exercise period for the warrants is 28 May – 28 September 2020.
For the purpose of synchronizing the exercise period of these warrants with the other management incentive program, and to further incentivize Jürgen Kupper to work for the Company and create shareholders value, the Board of directors proposes that the extraordinary general meeting resolves to extend the exercise period for the warrants until 31 July 2021.
A valid resolution pursuant to this item requires that the resolution be supported by shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the extraordinary general meeting.
Other
The notice and proxy forms will be made available at the premises of the Company, 2cureX, Fruebjergvej 3, 2100 Copenhagen, Denmark and on the Company’s website (www.2curex.com) and will be sent to the shareholders who request it and state their postal address.
Shareholders are informed of their right under Chapter 7, Section 32 of the Swedish Companies Act to request information from the Board of directors and the CEO.
___________
Malmö in June 2020
2cureX AB (publ)
The Board of directors
N.B. This English text is an unofficial translation of the Swedish original of the notice to attend the extraordinary general meeting in 2cureX AB, and in case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
For more information about 2cureX:
Ole Thastrup, Chief Executive Officer
E-mail: ot@2curex.com
Telephone: +45 22 11 53 99
www.2curex.com
Certified Adviser
Redeye AB
Telephone: +46 8 121 576 90
E-mail: certifiedadviser@redeye.se
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. 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 and United Kingdom.
IndiTreat® is presently being introduced into the European market through an Early Access Program.
The aspiration is that IndiTreat® becomes a standard tool in Precision Medicine for cancer patients.
The company is listed at the Nasdaq First North Growth Market in Stockholm (symbol “2CUREX”).