The shareholders of 2cureX AB (publ) (“2Curex”), org. no. 559128-0077, are hereby invited to an extraordinary general meeting. The extraordinary general meeting will be held at 15:00 (CEST) on Tuesday 14 November 2023 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 Monday 6th of November 2023, and;
- no later than Wednesday 8th of November 2023 have given written notice of their participation by mail to 2cureX AB, c/o Talenom Consulting AB, Lilla Strandgatan, 261 22 Landskrona. Notice can also be done by email to firstname.lastname@example.org.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.
A shareholder who has its shares registered with a nominee must, to be entitled to participate in the extraordinary 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 Monday the 6th of November 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 Wednesday the 8th of November 2023 will be taken into account in the production of the share register.
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 extraordinary general meeting, be sent to the company at the address above.
- Appointment of a Chairman of the extraordinary 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
- Closure of the extraordinary general meeting
Appointment of Board of directors (item 6)
The Board of Directors propose that the extraordinary general meeting elect Tonni Bülow-Nielsen as new member of the Board of Directors. It is further proposed to change the Chairmanship of the Board by electing Tonni Bülow-Nielsen as new Chairman.
The Board of Directors hereafter consists of Tonny Bülow-Nielsen, Michael Schaefer, Ole Thastrup, Michel Klimkeit, Povl-André Bendz and Camilla Huse Bondesson.
This proposal stems from a process of continuous assessment and streamlining by the Board of Directors of its required competences, considering the current stage of the company and its foreseeable development. From this perspective, the proposed new member and Chairman, Tonni Bülow-Nilsen, would strengthen the funding, company scaling and M&A competences of the Board.
Tonni Bülow-Nielsen has extensive medical device and life science experience as Partner (until 2020 he was also Managing Partner and Senior Vice President in the executive leadership group) through more than 16 years in EIFO (Export and Investment Fund of Denmark (eifo.dk)), previously Vækstfonden. Today Tonni is a Partner in the Medtech and Lifescience team in EIFO for venture investments and manage a significant portfolio of investments through Board positions, value creation and transactions. Before joining Vækstfonden in 2007, Tonni was founder and CEO of DanMed A/S and Nordic Medical Group A/S from 2002-2007.
Tonni lived and worked in USA 1996-2002 as SVP for USA and President of ELA Medical (Canada & South America), a part of the Sanofi Group, Global Marketing Director for St. Jude Medical (Los Angeles, USA, and Japan). Before this he was Business Unit Director for St. Jude Medical EEMEA (Brussels, Belgium), Country Manager for Guidant Nordic Area and Sales Manager for Danica Biomedical. His educational background is medical engineering, and he holds an executive MBA from the Scandinavian International Management Institute. He has several active board memberships including Evosep, Reapplix, TeesuVac, Microshade, Cathvision, Arcedi Biotech and ILS Denmark.
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 resolves to authorize the Board of Directors, during the period until the next Annual General Meeting in 2024, to resolve on an issue of a maximum number of shares, convertibles and/or warrants that entitle to subscription for, or entails the issue of, a maximum number of shares that fall within the limits of the Articles of Association, with or without deviation from the shareholders' preferential rights. The authorization may be exercised on one or several occasions and the Board of Directors shall have the right to decide on the detailed terms and conditions of the issue on each individual occasion. In addition to cash payment, payment may also be made in kind or by set-off, or otherwise subject to conditions.
In order to ensure that the company's current shareholders are not disadvantaged in relation to the external investor(s) who may subscribe for shares in the company, the Board of Directors finds it appropriate that an issue with deviation from the shareholders' preferential rights shall be made at the Board's subscription price assessed in accordance with market conditions.
For a valid resolution, it must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the extraordinary general meeting.
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 November 2023
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.