Resolution regarding incentive program 2024/2028 for certain director

At the Extraordinary General Meeting of 2cureX AB (publ) today, 18 December 2024, it was decided to provide Board member Tonni Bülow-Nielsen the right to subscribe for a maximum of 80,000 warrants, which may result in a maximum increase in the Company’s share capital of SEK 8,000.

The following terms shall apply to the issuance:

1. The warrants may, with deviation from the shareholders' preferential rights, be subscribed for by the Board member Tonni Bülow-Nielsen, who has the right to subscribe for a maximum of 80,000 warrants.

2. The warrants shall be subscribed and paid for no later than on 31 January 2025 on a separate subscription list, with a right for the board to extend the subscription and payment period.

3. The warrants shall be subscribed for at a price equal to the warrant's market value, which shall be calculated according to the Black & Scholes valuation model or other generally accepted valuation model made by an independent appraiser or audit firm.

4. Each warrant entitles to subscription of one (1) new share in the Company during the period from 1 December 2028 up to an including 31 December 2028 or the earlier date set forth in the terms for the warrants.

5. 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 a period of ten trading days prior to the extra general meeting on 18 December 2024. The calculated subscription price shall be rounded to the nearest SEK 0.01, where SEK 0.005 shall be rounded upwards to SEK 0.01. The subscription price may not amount to less than the quota value of the company's shares.

6. A new share subscribed for by exercise of a warrant has a right to dividends as of the first record day for dividends following registration of the new share issue with the Companies Registration Office and after the share has been registered in the share register maintained by Euroclear Sweden AB.

7. The purpose of the issuance is to within an incentive program offer the new board member a motivational ownership engagement. The purpose is to create a common interest for the Company’s shareholders and the new director to work for and aim at the Company achieving the best development possible with respect to its business and value. A long-term ownership engagement is expected to stimulate an increased interest in the business and the development of the results in a whole as well as an increased motivation for the participating director.

8. The complete terms and conditions for the warrants are available at the Company at least two weeks prior to the meeting, including conditions regarding re-calculation, in certain cases, of the subscription price and the number of shares a warrant entitles to.

9. The board of directors or a person nominated by it, shall be authorized to make such minor adjustments as may be required in connection with registration of the resolution with the Swedish Companies Registration Office and, if applicable, Euroclear Sweden AB.

Preparations of the shareholders proposal for incentive program for certain director, costs for the program, other outstanding share-based incentive programs, dilution etc.
The proposal for resolution on the implementation of the incentive program and the proposal of resolution according to the above, have been prepared by the shareholder Grith Hagel together with external advisors.

Costs and effects on key figures
As the warrants are subscribed for at fair market value, it is the Company´s assessment that there will be no social fees for the Company as a result of the subscriptions. The costs will therefore consist only of minimal costs for the implementation and administration of Incentive program 2024/2028.

It shall be noted that all calculations above are preliminary, based on assumptions and are only intended to provide an illustration of what costs of the Incentive Program 2024/2028 may include. Actual costs may therefore deviate from what has been stated above.

The resolution in accordance with this topic was supported by shareholders holding not less than nine tenth of both the shares voted and of the shares represented at the general meeting.

Resolution on election of new Auditor for 2cureX AB

The Extraordinary General Meeting resolved that HLB Auditoriet AB, Store Södergatan 25, Lund, Prästallén 8, Kristianstand, org.nr. 559190-0591 shall replace PWC as of the date of the Extraordinary General Meeting. The auditor in charge will be Martin Gustafsson, Authorized Public Accountant.