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Notice of Annual General Meeting 2024

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The Board of Directors is pleased to invite shareholders to the Annual General Meeting of Curasight A/S (“Curasight” or the “Company” – TICKER: CURAS) on

Thursday 21 March 2024 at 10:00 AM (CET) at the office of DLA Piper Denmark, Oslo Plads 2, 2100 Copenhagen OE, Denmark.

Agenda

  1. The Board of Directors’ report on the Company’s activities in the preceding financial year
  1. Presentation and approval of the annual report
  1. Appropriation of profit or covering of loss as recorded in the adopted annual report
  1. Election of members to the Board of Directors
  1. Election of auditor
  1. Proposed resolutions, if any, from the Board of Directors and/or the shareholders of the Company.
    1. Authorisations to the Board of Directors to increase the Company's share capital
    2. Authorisation to the chairman of the meeting

Complete proposals

  1. The Board of Directors’ report on the Company’s activities in the past financial year

The Board of Directors proposes that the general meeting takes note of the Board of Directors’ report on the Company’s activities in the past financial year.

  1. Presentation and adoption of the annual report

The Board of Directors proposes that the annual report for the financial year 2023 is adopted.

  1. Appropriation of loss as recorded in the adopted annual report

The Board of Directors proposes that the result for 2023 is carried forward to next year in accordance with the annual report for 2023.

  1. Election of members to the Board of Directors

The Board of Directors proposes re-election of:

  • Per Falholt
  • Lars Trolle
  • Kirsten Aarup Drejer
  • Charlotte Vedel
  • Andreas Kjær
  • Ulrich Krasilnikoff
  1. Election of auditor

The Board of Directors proposes re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, CVR no. 33771231, as auditor of the Company.

  1. Proposed resolutions, if any, from the Board of Directors and/or the shareholders of the Company.

The Board of Directors recommends that the general meeting consider the following proposals from the Board of Directors.

    1. Authorisations to the Board of Directors to increase the Company's share capital

The Board of Directors proposes that the general meeting authorises the Board of Directors to increase the share capital of the Company with and without pre-emption rights for a period of five years until 21 March 2028 entailing that the following is added to the Articles of Association as a new article 5.1 (5.1.1 to 5.1.4):

5 Bemyndigelser Authorisations

5.1

 Bemyndigelser til forhøjelse af aktiekapitalen Authorisations to increase of the share capital

5.1.1

 Selskabets bestyrelse er bemyndiget til i perioden til og med 21. marts 2028 ad en eller flere gange at forhøje selskabets aktiekapital med op til i alt nominelt kr. 298.408,365 aktier. Kapitalforhøjelser skal ske ved fuld kontant betaling og med fortegningsret for selskabets eksisterende aktionærer til en kurs fastsat af bestyrelsen, der kan være under markedskursen på tidspunktet for bestyrelsens beslutning. Until and including 21 March 2028, the board of directors shall be authorised to increase the Company's share capital in one or more issues by up to a total nominal amount of DKK 298,408.365 shares. Capital increases must be paid up in full in cash with pre-emption right for the company's existing shareholders at a price determined by the board of directors, which may be below market price at the time of the decision of the board of directors.

5.1.2

 Selskabets bestyrelse er bemyndiget til i perioden til og med 21. marts 2028 ad en eller flere gange at forhøje selskabets aktiekapital med op til i alt nominelt kr. 298.408,365 aktier. Kapitalforhøjelser kan ske ved fuld kontant betaling, ved indbetaling af andre værdier end kontanter (apportindskud) eller ved konvertering af gæld eller som en kombination heraf. Kapitalforhøjelser skal ske til en kurs, der fastsættes af bestyrelsen, der kan være under markedskursen på tidspunktet for bestyrelsens beslutning, og skal ske uden fortegningsret for selskabets eksisterende aktionærer. Until and including 21 March 2028, the board of directors shall be authorised to increase the Company's share capital in one or more issues by up to a total nominal amount of DKK 298,408.365 shares. Capital increases may be carried out by payment in full of cash contribution, in-kind contribution of assets other than cash (contribution in kind) or through conversion of debt or a combination thereof. Capital increases shall be effected at a price to be determined by the board of directors, which may be below market price at the time of the decision of the board of directors, and without pre-emption right for the existing shareholders.

5.1.3

 Bemyndigelserne i pkt. 5.1.1 og 5.1.2 kan tilsammen ikke overstige nominelt kr. 298.408,365 aktier. The authorisations set out in articles 5.1.1 and 5.1.2 cannot, in the aggregate, exceed a nominal amount of DKK 298,408.365 shares.

5.1.4

 For de nye aktier udstedt i henhold til pkt. 5.1.1 og/eller 5.1.2 skal gælde de samme vilkår som for de eksisterende aktier i Selskabet. Aktierne skal udstedes på navn, skal noteres på navn i selskabets ejerbog og skal være omsætningspapirer. Aktierne skal være underkastet de samme regler om fortegningsret, stemmeret og indløselighed som de eksisterende aktier. De nye aktier skal give aktionæren ret til udbytte og andre rettigheder i Selskabet fra tidspunktet for registrering i Erhvervsstyrelsen. New shares issued in accordance with article 5.1.1 and/or article 5.1.2 shall be subject to the same terms as the existing shares in the Company. The shares shall be issued in the name of the shareholder, recorded in the name of the shareholder in the Company's shareholders’ register and shall be negotiable instruments. The shares shall be subject to the same rules on pre-emption rights, voting rights and redeemability as the existing shares. The new shares shall confer on the shareholder a right to receive dividends and other rights and privileges in the Company as from the date of registration with the Danish Business Authority.
(As the Articles of Association are available in a Danish and an English version it should be noted that the Danish version is to prevail in case of any discrepancies between the two versions.)

The Board of Directors notes that on the date of publication of this notice for the Annual General Meeting, there is a current offering of new shares (the "Offering") based on the board's utilization of the existing authorization in the articles of association under section 5.1.1. Since the Offering is anticipated to be finalized before the date of the Annual General Meeting, the authorizations in the Company’s existing articles of association at the date of this notice will be partially utilized. Therefore, the Board of Directors suggests that the existing authorizations as of the Annual General Meeting date be deleted, and the new authorizations mentioned above be adopted.

6.2 Authorisation to the chairman of the meeting

The Board of Directors proposes that the chairman of the meeting, with full right of substitution, be authorised to apply for registration of the resolutions passed and to make any such amendments thereto as the Danish Business Authority or other authorities may require or request as a condition for registration or approval, as well as to continuously make and apply for registration of linguistic and other non-substantive adjustments to the Company’s Articles of Association.

*****

Majority requirements

Adoption of the proposals set out in items 2–5 and item 6.2 of the agenda are subject to a simple majority of votes, cf. section 105 of the Danish Companies Act.  Item 6.1 requires nine-tenths of the votes cast as well as of the share capital represented at the general meeting, cf. section 107(2) of the Danish Companies Act assuming that the new authorisation in the proposed article 5.1.2. in the articles of association may be utilized to issue new shares without pre-emption right for existing shareholders at a price below market value. Should item 6.1 not be adopted by at least nine-tenths of the votes cast as well as of the share capital represented at the general meeting, but adopted with two-thirds of the votes cast as well as of the share capital represented at the general meeting, cf. section 106(1) of the Danish Companies Act, the authorisation in the proposed article 5.1.2. will be limited to the fact that shares can only be issued without pre-emption rights for existing shareholders at market price. Item 2b require a qualified majority of votes, cf. section 106 of the Danish Companies Act.

Share capital and voting rights

On the date of this notice, the nominal share capital of Curasight is DKK 994,694.55 divided into shares of a nominal value of DKK 0.05 each. Each share of nominally DKK 0.05 carries one vote at the general meeting (19,893,891 votes in total).

Participation and voting rights

All shareholders holding shares in the Company on the date of registration have a right to attend and vote at the Annual General Meeting. The date of registration is Thursday 14 March 2024.

The number of shares held by each shareholder at the date of registration is based on information recorded in the Company’s shareholders’ register at the expiry of the registration date as well as any notification received by the Company for registration but not yet entered in the shareholders’ register at the expiry of the registration date.

Registration and notice of attendance

A shareholder wishing to attend the Annual General Meeting is requested to notify the Company of the shareholder’s attendance no later than on Friday 15 March 2024 at 23.59 (CET). Attendance can be notified by completing, signing, and returning a dated registration form (notification of attendance) by email to uk@curasight.com. Registration forms can be found at www.curasight.com/investor/general-meetings

A shareholder or its proxy holder wishing to register an advisor for attending the Annual General Meeting must state the name and email address of the advisor, when submitting the notification of attendance.

Proxy

Shareholders may attend the Annual General Meeting by proxy to the Board of Directors or a third party. Proxies can be granted by completing, signing, and returning a dated proxy form. Proxy forms can be found at www.curasight.com/investor/general-meetings

Proxies must be received by the Company no later than Friday 15 March 2024 at 23.59 (CET) as a scanned copy by email to uk@curasight.com.

Proxies can be revoked by the shareholder at any time. Revocation must be in writing by e-mail to uk@curasight.com and include proper identification of the shareholder revoking the proxy.

Postal vote

Shareholders may vote by post with respect to the agenda items of the Annual General Meeting. Postal votes can be submitted by completing, signing, and returning a dated postal vote form. Postal vote forms can be found at www.curasight.com/investor/general-meetings

Postal votes must be received by the Company no later than Wednesday 20 March 2024 at 9.00 AM (CET) as scanned copy by email to uk@curasight.com.

Postal votes cannot be revoked.

Information at the Company’s website

Further information on the Annual General Meeting and the following information and documents will be available at the Company's website www.curasight.com/investor/general-meetings until and including the date of the Annual General Meeting:

  1. The notice convening the Annual General Meeting, including the agenda and complete proposals
  2. The total number of shares and voting rights as of the date of this notice
  3. The annual report for 2023
  4. The documents to be submitted to the Annual General Meeting
  5. Proxy/postal voting forms applicable to the Annual General Meeting

Questions from shareholders

Any shareholder can ask questions to the Board of Directors and the Executive Management about the annual report for 2023, the Company in general or the agenda items prior to the Annual General Meeting. Such questions can be submitted by email to uk@curasight.com.

Questions from shareholders submitted prior to the Annual General Meeting will, as far as possible, be answered in writing prior to the Annual General Meeting or presented by the chairman of the Annual General Meeting and answered at the Annual General Meeting, provided that the shareholder concerned attend the Annual General Meeting.

Moreover, shareholders can ask questions at the Annual General Meeting. If a question cannot be answered at the Annual General Meeting, the answer will be published on the Company’s website, www.curasight.com, no later than two weeks after the Annual General Meeting.

Personal data

Prompted by requirements set out in the Danish Companies Act, the Company processes personal information about its shareholders as part of the administration of the company's register of shareholders and other communications. The following information is processed: Name, address, contact information, VP account number, shareholding and participation in events.

Language

The Annual General Meeting will be conducted in Danish and all representatives of the Company and the chairman of the Annual General Meeting will make their presentations and answer questions in Danish.

*****

The Board of Directors

6 March 2024

For more information regarding Curasight, please contact:

Ulrich Krasilnikoff, CEO

Phone: +45 22 83 01 60

E-mail: uk@curasight.com

www.curasight.com

Curasight is a clinical development company based in Copenhagen, Denmark. The Company is a pioneer in the field of exploiting a novel Positron Emissions Tomography (PET) imaging (uTRACE®) and Radioligand Therapy (uTREAT®) Theranostic Platform targeting the urokinase-type plasminogen activator receptor (“uPAR”). The technology is expected to improve diagnosis and provide more gentle and efficient treatment of multiple cancer types.

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