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NOTICE TO EXTRAORDINARY GENERAL MEETING IN ALZECURE PHARMA AB
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Läkemedel & Handel |
The shareholders of AlzeCure Pharma AB are hereby summoned to an extraordinary general meeting to be held on Wednesday 2 July 2025 at 15:30 CEST at the offices of Synch Advokat, Birger Jarlsgatan 6, Stockholm.
NOTIFICATION ETC.
Shareholders who wish to participate in the general meeting must
• be entered as a shareholder in the share register maintained by Euroclear Sweden AB on Tuesday 24 June 2025; and
• notify the company of their intention to participate no later than Thursday 26 June 2025.
Notification of participation shall be made in writing by e-mail to birgitta.lundvik@alzecurepharma.com. The notification should state name, personal ID number or corporate registration number, address and telephone number. Any accompanying advisors (maximum two) should be notified in the same manner.
Shareholders whose shares are nominee-registered must, in order to be entitled to participate in the general meeting, temporarily register the shares in their own name, so that the shareholder is entered into the share register maintained by Euroclear Sweden AB as of the record date Tuesday 24 June 2025. Such registration may be temporary (so-called voting registration). Shareholders who wish to register shares in their own name must, in accordance with the respective nominee’s procedures, request that the nominee effects such voting registration. Voting registration requested by shareholders in such time that the registration has been completed by Thursday 26 June 2025 will be taken into account in the preparation of the share register.
Shareholders represented by proxy shall issue a written and dated power of attorney for the proxy. A person representing a legal entity shall present a certificate of registration (or equivalent authority document) evidencing that the individuals who have signed the power of attorney are authorized signatories for the shareholder. To facilitate entry to the general meeting, the original power of attorney (and any authorization documents) should be sent to the company together with the notification of participation, well in advance of the meeting.
Proxy forms are available on the company’s website, www.alzecurepharma.com.
PROPOSED AGENDA
- Election of chairman of the meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Resolution to approve the Board of Directors’ resolution on a new share issue
- Closing of the meeting.
PROPOSALS
Item 6: Resolution to approve the Board of Directors’ resolution on a new share issue
The Board of Directors resolved on Wednesday 16 June 2025 on a new share issue, subject to the general meeting’s approval. The resolution, which the extraordinary general meeting is proposed to approve, includes the following principal terms:
- The company’s share capital shall be increased by a maximum of SEK 551,845 through a new share issue of a maximum of 22,073,800 shares
- The company’s shareholders shall have preferential rights to subscribe for the new shares, whereby one (1) existing share in the company shall entitle to one (1) subscription right and four (4) subscription rights shall entitle to subscription for one (1) share.
- The record date for determining the shareholders entitled to subscribe for new shares with preferential rights shall be 4 July 2025.
- The subscription price shall be SEK 2.20 per share.
- Subscription for shares shall take place during the period from and including 8 July 2025 to and including 22 July 2025. Subscription of shares with preferential rights (i.e., by exercise of subscription rights) shall be made by simultaneous payment. Subscription of shares without preferential rights (i.e., without subscription rights) shall be made on a subscription list. The Board of Directors shall be entitled to extend the subscription period.
- Payment for shares subscribed without preferential rights (i.e., without subscription rights) shall be made no later than three banking days from the issuance of the allocation notice (settlement note). However, the Board shall be entitled to extend the payment period.
- Payment for subscribed shares shall be made in cash. It is noted, however, that the Board may allow set-off in accordance with Chapter 13, Section 41 of the Swedish Companies Act.
- Any share premium shall be transferred to the unrestricted share premium reserve.
- To the extent not all shares are subscribed for by exercise of subscription rights, the Board shall, within the framework of the maximum amount of the issue, resolve on allotment of shares subscribed for without subscription rights, whereby allotment shall be made primarily to those who have also subscribed for shares by exercise of subscription rights and, if they cannot be allotted all shares subscribed for, in proportion to their subscription by exercise of subscription rights and, to the extent this is not possible, by drawing lots, and secondarily to others who have subscribed for shares in the issue without subscription rights and, if they cannot be allotted all shares subscribed for, in proportion to the number of shares each has subscribed for and, to the extent this is not possible, by drawing lots.
- The new shares shall carry entitlement to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been entered in the share register maintained by Euroclear Sweden AB.
The Board of Directors, or the person appointed by the Board, shall be authorised to make such minor adjustments to the resolution as may be required in connection with registration of the resolution with the Swedish Companies Registration Office, Euroclear Sweden AB or due to other formal requirements.
INFORMATION AT THE GENERAL MEETING
The shareholders are reminded of their right to request information from the Board of Directors and the CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please refer to https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
DOCUMENTS
The Board of Directors’ complete resolution, together with documentation pursuant to Chapter 13, Section 6 of the Swedish Companies Act, is available to shareholders and will be sent immediately and free of charge to shareholders who request it and provide their postal address. Such request shall be made in writing to Hälsovägen 7, 141 57 Huddinge or by e-mail to martin.jonsson@alzecurepharma.com.
__________________
Stockholm, June 2025
AlzeCure Pharma AB (publ)
The Board of Directors
This is an office translation of the Swedish original. In case of differences the Swedish original text shall prevail.