THIS PRESS RELEASE IS AN ENGLISH TRANSLATION OF THE LEGALLY BINDING SWEDISH PRESS RELEASE: “KALLELSE TILL ÅRSSTÄMMA I 2CUREX AB (publ) DEN 25 MAJ 2023”.
The shareholders of 2cureX AB (publ), 559128-0077, are hereby invited to attend the Annual General Meeting on Thursday, May 25, 2023 at 10:00 (CET) at PWC, Anna Lindhs plats 4, 203 11 Malmö.
Right to participate and registration:
Shareholders who wish to participate at the annual general meeting must
- on Tuesday the 16th of May 2023, be registered in the share register kept by Euroclear Sweden AB, and
- notify at the latest on Friday the 19th of May 2023, in writing, his or her intention to attend the annual general meeting to 2cureX AB, c/o Talenom Consulting AB, Lilla Strandgatan 19, 261 31 Landskrona. Notice can also be provided by email to email@example.com. The notification shall include the shareholder’s complete name, personal identification number or corporate registration number, number of shares, address, daytime telephone number and if any, and where applicable, details of representatives or proxies (two at the most). The notification should, where applicable, be accompanied by proxies, registration certificates and other authorization documents.
Nominee registered shares
A shareholder who has its shares registered with a nominee must, in order to be entitled to participate in the general meeting, have the shares registered in its own name through the nominee, so that the shareholder is registered in the share register kept by Euroclear Sweden AB on the record date of Tuesday the 16th of May 2023. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register the shares in their own name must, in accordance with the respective nominee's routines, request that the nominee make such voting rights registration. Registration of voting rights that have been requested by shareholders at such a time that the registration has been made by the relevant nominee no later than Friday the 19th of May 2023 will be taken into account in the production of the share register.
If shareholders are to be represented by a representative, the representative must have written, dated and signed power of attorney to the meeting. The power of attorney may not be more 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 person, the representative shall also include the relevant registration certificate or equivalent document of jurisdiction for the legal person. In order 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 mail 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 17,602,916. The company does not hold any own shares.
- Opening of the meeting
- Election of chairman of the general meeting.
- Establishment and approval of the voting list.
- Approval of the agenda.
- Choice of one or two certifiers of the minutes.
- Examination of whether the meeting has been duly convened.
- Presentation of the annual report and auditor’s report and the consolidated financial statements and auditor’s report for the group.
- 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 meeting closes.
Decision proposals in brief:
Election of chairman of the general meeting (paragraph 2)
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 the voting list (paragraph 3)
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 two certifiers of the minutes (paragraph 5)
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 certifiers also includes checking the electoral roll and that the votes received are correctly reproduced in the minutes of the meeting.
Allocation of results (paragraph 8(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 2022.
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 9 and 10)
Shareholders representing approximately 28.6 percent of the votes in the company have announced that they propose that the Board of Directors shall consist of five 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.
The Board of Directors has proposed that an auditor and no deputy auditor be appointed.
Furthermore, the Board of Directors has proposed that auditor's fees should be paid according to approved invoice in accordance with customary charging standards.
Election of the Board of Directors and accounting firms or auditors (item 11)
Shareholders representing approximately 28.6 percent of the votes in the company have announced that they propose that Povl-André Bendz, Camilla Huse Bondesson, Ole Thastrup, Michael Schaefer and Michel Klimkeit to 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.
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 2023
2cureX AB (publ)