Communiqué from the Annual General Meeting of 2cureX AB
May 27, 2021
Adoption of the income statement, balance sheet, consolidated income statement and consolidated balance sheet
The general meeting resolved to adopt the income statement, balance sheet, consolidated income statement and consolidated balance sheet.
Appropriation of profit or loss
The general meeting resolved that the profits at its disposal be appropriated in accordance with the Board of Director’s proposal. The general meeting further resolved that no dividend shall be paid for the financial year 2020. The general meeting also resolved to discharge the members of the Board of Directors and the CEO from liability for the financial year 2020.
Resolution on the number of board members and alternates, the number of auditors and deputy auditors, and the remuneration of the Board of Directors and the auditor
The general meeting resolved that the Board of Directors shall consist of six members and no alternates, and that the board fee shall be SEK 300,000 to the Chairman of the Board and SEK 150,000 to each of the other members of the Board. The general meeting further resolved that one auditor and no deputies shall be appointed, and that the auditor's fee shall be SEK 125,000.
Election of the Board of Directors and auditor
The general meeting resolved to re-elect Povl-André Bendz, Camilla Huse Bondesson, Jørgen Drejer, Michael Lutz, Nils Brünner and Ole Thastrup as members of the Board of Directors. As Chairman of the Board, Povl-André Bendz was elected. Moreover, the general meeting resolved to re-elect the company’s auditor Öhrlings PricewaterhouseCoopers AB, with Cecilia Andrén Dorselius as the auditor in charge.
The Board of Directors’ proposed resolution to adopt an incentive scheme for the Chief Executive Officer Fernando Andreu and carry out an issue of warrants
The general meeting resolved to carry out an issue of warrants in accordance with the Board of Directors’ proposal. The general meeting resolved to issue no more than 700,000 warrants, whereby the share capital of the company may increase by at most SEK 70,000. The warrants shall entitle the holder to subscribe for newly issued shares in the company.
The following terms shall apply to the issue:
- The right to subscribe for warrants shall, with deviation from the shareholders’ preferential rights, vest in the Chief Executive Officer Fernando Andreu, who shall be entitled to subscribe for no more than 700,000 warrants.
- The warrants shall be issued free of charge.
- Each warrant entitles the holder to subscribe for one new share in the company. The warrants shall be exercised during the following periods:
April 1, 2022 to June 30, 2022 (233,333 warrants)
April 1, 2023 to June 30, 2023 (233,333 warrants), and
April 1, 2024 to June 30, 2024 (233,334 warrants)
for a total of 700,000 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 the ten trading days following the day of the Annual General Meeting, May 27, 2021. The resulting subscription price shall be rounded to the nearest hundredth of a SEK, whereby SEK 0.005 shall be rounded to SEK 0.01. The subscription price may not be set below the quota value of the share.
- New shares subscribed for by means of warrants shall entitle to dividends for the first time as of the next dividend record date after the registration of the new issue with the Swedish Companies Registration Office and in the share register maintained by Euroclear Sweden AB.
- The aim of the issue is to, in the context of an incentive scheme, offer the new Chief Executive Officer a motivational ownership involvement. This intends to promote a common interest to the company's shareholders and CEO, to work and endeavour to ensure the best possible development for the company, in business and value terms. A long-term ownership commitment is expected to foster an increased interest in the operations and performance at large, and enhance the motivation of the CEO.
- The full terms and conditions of the warrants are set out in Annex 1A, which, inter alia, entails that the subscription price and the number of shares that each warrant entitles to subscribe for may be recalculated in certain circumstances.
- It was resolved that the Board of Directors, or a person whom the Board of Directors appoints, shall be authorized to make such minor adjustments of the resolution above that are required in order to register the resolution with the Swedish Companies Registration Office, and, as applicable, with Euroclear Sweden AB.
For more information:
Fernando Andreu, Chief Executive Officer
Telephone: +45 2279 5399
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. Certified Adviser: Redeye AB, +46 8 121 576 90, email@example.com.