Bifogade filer
Prenumeration
Beskrivning
Land | Danmark |
---|---|
Lista | First North Stockholm |
Sektor | Hälsovård |
Industri | Medicinteknik |
The shareholders of 2cureX AB (publ), 559128-0077, are hereby invited to attend the Annual General Meeting to be held on Thursday, June 26, 2025 at 10:00 a.m. at Forvis Mazars' premises, Nordenskiöldsgatan 11A, 211 19 Malmö, Sweden.
Right to participate and registration:
Shareholders who wish to participate in the Annual General Meeting must:
- be entered in the share register maintained by Euroclear Sweden AB on Tuesday, 17 June 2025, and
- give written notice of their attendance at the Annual General Meeting to 2cureX AB, c/o Talenom Consulting AB, Lilla Strandgatan 19, SE-261 31 Landskrona, no later than Friday 20 June 2025. Notification can also be sent by email to ir@2curex.com. The notification must include full name, personal identity number or corporate identity number, shareholding, address, daytime telephone number and, where applicable, information about a proxy or proxy (maximum two). The notification must be accompanied by powers of attorney, registration certificate and other authorization documents, if applicable.
Nominee-registered shares
A person whose shares are registered in the name of a nominee must, in order to be entitled to participate in the meeting, have the shares registered in their own name through the agency of a nominee, so that they are registered in the share register maintained by Euroclear Sweden AB as of the record date of Tuesday, 17 June 2025. 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 procedures, request that the nominee makes such voting rights registration. Voting rights registration that has been requested by shareholders in such time that the registration has been made by the relevant nominee no later than Thursday 19 June 2025 will be taken into account in the preparation of the share register.
Agents, etc.
If a shareholder is to be represented by a proxy, the proxy must have a written, dated and signed power of attorney for the meeting. The power of attorney may be for a maximum of 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 entity, the representative must also attach the relevant certificate of registration or equivalent authorization document for the legal entity. To facilitate entry, a copy of the power of attorney and other authorization documents should be attached to the notification to the meeting. A proxy form is available on the company's website www.2curex.com and will be 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 25,102,916. The company does not hold any own shares.
Draft agenda:
- Opening of the Meeting
- Election of Chairman of the Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the Annual Report and the Auditor's Report as well as the Consolidated Financial Statements and the Auditor's Report on the Group.
- Resolutions 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 profit in accordance with the adopted balance sheet
- discharge from liability for the members of the Board of Directors and the acting CEO.
- Determination of the number of Board members, deputy Board members 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 auditing firm or auditors.
- Resolution on authorization for the Board of Directors to resolve on a new issue of shares, convertibles and/or warrants
- The meeting ends.
Proposals for resolutions in brief:
Election of Chairman of the Meeting (item 2)
The Board of Directors proposes that the Chairman of the Board of Directors, Ole Thastrup, be appointed Chairman of the Annual General Meeting. If Ole Thastrup is unable to attend, the person appointed by the Board of Directors is appointed instead.
Preparation and approval of the voting list (item 3)
The voting list proposed for approval is the voting list prepared by the company, based on the general meeting share register and advance votes received, and verified by the person approving the minutes.
Election of one or two persons to verify the minutes (item 5)
The Board of Directors proposes Grith Hagel or, if prevented from attending, the person or persons appointed by the Board of Directors instead, to approve the minutes of the Annual General Meeting together with the Chairman. The task of the persons to verify the minutes also includes checking the voting list and ensuring that the votes received are correctly represented in the minutes of the meeting.
Distribution of results (item 8(b))
The Board of Directors proposes that the Annual General Meeting disposes of the company's results in accordance with the Board's proposal in the Annual Report. Furthermore, the Board of Directors proposes that a dividend of SEK 2,100,000 be paid for the financial year 2024 and that Monday 30 June 2025 is the record date for the dividend.
Determination of the number of members of the Board of Directors, deputy members of the Board of Directors and the number of auditors and deputy auditors and determination of fees to the Board of Directors and the auditors (items 9 and 10)
Shareholders representing approximately 46.57 percent of the votes in the company have announced that they propose that the Board of Directors shall consist of four Board members and no deputy. Fees to the ordinary members of the Board of Directors are proposed to be paid in the amount of SEK 150,000 and a fee of SEK 300,000 is proposed to the Chairman of the Board.
The Board of Directors has proposed that one auditor without a deputy auditor be appointed.
Furthermore, the Board of Directors has proposed that fees to the auditor shall be paid in accordance with approved invoices in accordance with customary billing standards.
Election of the Board of Directors and auditing firm or auditors (item 11)
Shareholders representing approximately 46.57 percent of the votes in the company have announced that they propose the re-election of Tonni Bülow-Nielsen, Grith Hagel, Nathaniel Hutley and Ole Thastrup as members of the Board of Directors. It is proposed that Ole Thastrup be re-elected as Chairman of the Board.
Furthermore, the Board of Directors has proposed re-election of the company's auditor Martin Gustavsson (HLB Auditoriet AB) for the period until the end of the Annual General Meeting to be held next financial year.
Resolution on authorization for the Board of Directors to resolve on a new issue of shares, issue of convertibles and/or issue of warrants (item 12)
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting 2026, resolve on the issue of a maximum number of shares, convertibles and/or warrants that entitle to subscription of, or entail the issuance of, a maximum of the number of shares that fit 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 more occasions and the Board of Directors shall have the right to decide on the detailed terms 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 with conditions.
A valid resolution requires that it is supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting.
Personal data
Personal data retrieved from the share register maintained by Euroclear Sweden AB, notification of attendance at the meeting and information about deputies, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting.
Other
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 office, 2cureX, Fruebjergvej 3, 2100 Copenhagen, Denmark and on the company's website (www.2curex.com) as of three weeks prior to the Annual General Meeting and will be sent to shareholders who so request and state their postal address.
Shareholders present at the Annual General Meeting have the right to request information in accordance with Chapter 7. Section 32 of the Swedish Companies Act (2005:551).
Malmö, May 2025
2cureX AB (publ)
Board of Directors