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Beskrivning
Land | Danmark |
---|---|
Lista | Spotlight DK |
Sektor | Hälsovård |
Industri | Medicinteknik |
The Board of Directors is pleased to invite shareholders to the Annual General Meeting of Curasight A/S ("Curasight" or the "Company" - TICKER: CURAS) on
Thursday 21 March 2024 at 10:00 AM (CET) at the office of DLA Piper Denmark, Oslo Plads 2, 2100 Copenhagen OE, Denmark.
Agenda
1. The Board of Directors' report on the Company's activities in the preceding financial year
2. Presentation and approval of the annual report
3. Appropriation of profit or covering of loss as recorded in the adopted annual report
4. Election of members to the Board of Directors
5. Election of auditor
6. Proposed resolutions, if any, from the Board of Directors and/or the shareholders of the Company.
1.
1. Authorisations to the Board of Directors to increase the Company's share capital
2. Authorisation to the chairman of the meeting
Complete proposals
1. The Board of Directors' report on the Company's activities in the past financial year
The Board of Directors proposes that the general meeting takes note of the Board of Directors' report on the Company's activities in the past financial year.
2. Presentation and adoption of the annual report
The Board of Directors proposes that the annual report for the financial year 2023 is adopted.
3. Appropriation of loss as recorded in the adopted annual report
The Board of Directors proposes that the result for 2023 is carried forward to next year in accordance with the annual report for 2023.
4. Election of members to the Board of Directors
The Board of Directors proposes re-election of:- Per Falholt
- Lars Trolle
- Kirsten Aarup Drejer
- Charlotte Vedel
- Andreas Kjær
- Ulrich Krasilnikoff
5. Election of auditor
The Board of Directors proposes re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, CVR no. 33771231, as auditor of the Company.
6. Proposed resolutions, if any, from the Board of Directors and/or the shareholders of the Company.
The Board of Directors recommends that the general meeting consider the following proposals from the Board of Directors.
1.
1. Authorisations to the Board of Directors to increase the Company's share capital
The Board of Directors proposes that the general meeting authorises the Board of Directors to increase the share capital of the Company with and without pre-emption rights for a period of five years until 21 March 2028 entailing that the following is added to the Articles of Association as a new article 5.1 (5.1.1 to 5.1.4):
5 Bemyndigelser Authorisations
Bemyndigelser til Authorisations to increase of the share
1. forhøjelse af capital
aktiekapitalen
5.1
Selskabets Until and including 21 March 2028, the
1. bestyrelse er board of directors shall be authorised to
1. bemyndiget til i increase the Company's share capital in
perioden til og one or more issues by up to a total
5.1.1 med 21. marts 2028 nominal amount of DKK 298,408.365 shares.
ad en eller flere Capital increases must be paid up in full
gange at forhøje in cash with pre-emption right for the
selskabets company's existing shareholders at a
aktiekapital med price determined by the board of
op til i alt directors, which may be below market
nominelt kr. price at the time of the decision of the
298.408,365 board of directors.
aktier.
Kapitalforhøjelser
skal ske ved fuld
kontant betaling
og med
fortegningsret for
selskabets
eksisterende
aktionærer til en
kurs fastsat af
bestyrelsen, der
kan være under
markedskursen på
tidspunktet for
bestyrelsens
beslutning.
Selskabets Until and including 21 March 2028, the
1. bestyrelse er board of directors shall be authorised to
1. bemyndiget til i increase the Company's share capital in
perioden til og one or more issues by up to a total
5.1.2 med 21. marts 2028 nominal amount of DKK 298,408.365 shares.
ad en eller flere Capital increases may be carried out by
gange at forhøje payment in full of cash contribution, in
selskabets -kind contribution of assets other than
aktiekapital med cash (contribution in kind) or through
op til i alt conversion of debt or a combination
nominelt kr. thereof. Capital increases shall be
298.408,365 effected at a price to be determined by
aktier. the board of directors, which may be
Kapitalforhøjelser below market price at the time of the
kan ske ved fuld decision of the board of directors, and
kontant betaling, without pre-emption right for the
ved indbetaling af existing shareholders.
andre værdier end
kontanter
(apportindskud)
eller ved
konvertering af
gæld eller som en
kombination heraf.
Kapitalforhøjelser
skal ske til en
kurs, der
fastsættes af
bestyrelsen, der
kan være under
markedskursen på
tidspunktet for
bestyrelsens
beslutning, og
skal ske uden
fortegningsret for
selskabets
eksisterende
aktionærer.
Bemyndigelserne i The authorisations set out in articles
1. pkt. 5.1.1 og 5.1.1 and 5.1.2 cannot, in the aggregate,
1. 5.1.2 kan exceed a nominal amount of DKK
tilsammen ikke 298,408.365 shares.
5.1.3 overstige nominelt
kr. 298.408,365
aktier.
For de nye aktier New shares issued in accordance with
1. udstedt i henhold article 5.1.1 and/or article 5.1.2 shall
1. til pkt. 5.1.1 be subject to the same terms as the
og/eller 5.1.2 existing shares in the Company. The
5.1.4 skal gælde de shares shall be issued in the name of the
samme vilkår som shareholder, recorded in the name of the
for de shareholder in the Company's
eksisterende shareholders' register and shall be
aktier i negotiable instruments. The shares shall
Selskabet. be subject to the same rules on pre
Aktierne skal -emption rights, voting rights and
udstedes på navn, redeemability as the existing shares. The
skal noteres på new shares shall confer on the
navn i selskabets shareholder a right to receive dividends
ejerbog og skal and other rights and privileges in the
være Company as from the date of registration
omsætningspapirer. with the Danish Business Authority.
Aktierne skal være
underkastet de
samme regler om
fortegningsret,
stemmeret og
indløselighed som
de eksisterende
aktier. De nye
aktier skal give
aktionæren ret til
udbytte og andre
rettigheder i
Selskabet fra
tidspunktet for
registrering i
Erhvervsstyrelsen.
(As the
Articles of
Association
are available
in a Danish
and an
English
version it
should be
noted that
the Danish
version is to
prevail in
case of any
discrepancies
between the
two
versions.)
The Board of Directors notes that on the date of publication of this notice for the Annual General Meeting, there is a current offering of new shares (the "Offering") based on the board's utilization of the existing authorization in the articles of association under section 5.1.1. Since the Offering is anticipated to be finalized before the date of the Annual General Meeting, the authorizations in the Company's existing articles of association at the date of this notice will be partially utilized. Therefore, the Board of Directors suggests that the existing authorizations as of the Annual General Meeting date be deleted, and the new authorizations mentioned above be adopted.
6.2 Authorisation to the chairman of the meeting
The Board of Directors proposes that the chairman of the meeting, with full right of substitution, be authorised to apply for registration of the resolutions passed and to make any such amendments thereto as the Danish Business Authority or other authorities may require or request as a condition for registration or approval, as well as to continuously make and apply for registration of linguistic and other non-substantive adjustments to the Company's Articles of Association.
*****
Majority requirements
Adoption of the proposals set out in items 2-5 and item 6.2 of the agenda are subject to a simple majority of votes, cf. section 105 of the Danish Companies Act. Item 6.1 requires nine-tenths of the votes cast as well as of the share capital represented at the general meeting, cf. section 107(2) of the Danish Companies Act assuming that the new authorisation in the proposed article 5.1.2. in the articles of association may be utilized to issue new shares without pre-emption right for existing shareholders at a price below market value. Should item 6.1 not be adopted by at least nine-tenths of the votes cast as well as of the share capital represented at the general meeting, but adopted with two-thirds of the votes cast as well as of the share capital represented at the general meeting, cf. section 106(1) of the Danish Companies Act, the authorisation in the proposed article 5.1.2. will be limited to the fact that shares can only be issued without pre-emption rights for existing shareholders at market price. Item 2b require a qualified majority of votes, cf. section 106 of the Danish Companies Act.
Share capital and voting rights
On the date of this notice, the nominal share capital of Curasight is DKK 994,694.55 divided into shares of a nominal value of DKK 0.05 each. Each share of nominally DKK 0.05 carries one vote at the general meeting (19,893,891 votes in total).
Participation and voting rights
All shareholders holding shares in the Company on the date of registration have a right to attend and vote at the Annual General Meeting. The date of registration is Thursday 14 March 2024.
The number of shares held by each shareholder at the date of registration is based on information recorded in the Company's shareholders' register at the expiry of the registration date as well as any notification received by the Company for registration but not yet entered in the shareholders' register at the expiry of the registration date.
Registration and notice of attendance
A shareholder wishing to attend the Annual General Meeting is requested to notify the Company of the shareholder's attendance no later than on Friday 15 March 2024 at 23.59 (CET). Attendance can be notified by completing, signing, and returning a dated registration form (notification of attendance) by email to uk@curasight.com.Registration forms can be found at www.curasight.com/investor/general-meetings
A shareholder or its proxy holder wishing to register an advisor for attending the Annual General Meeting must state the name and email address of the advisor, when submitting the notification of attendance.
Proxy
Shareholders may attend the Annual General Meeting by proxy to the Board of Directors or a third party. Proxies can be granted by completing, signing, and returning a dated proxy form. Proxy forms can be found at www.curasight.com/investor/general-meetings
Proxies must be received by the Company no later than Friday 15 March 2024 at 23.59 (CET) as a scanned copy by email to uk@curasight.com.
Proxies can be revoked by the shareholder at any time. Revocation must be in writing by e-mail to uk@curasight.comand include proper identification of the shareholder revoking the proxy.
Postal vote
Shareholders may vote by post with respect to the agenda items of the Annual General Meeting. Postal votes can be submitted by completing, signing, and returning a dated postal vote form. Postal vote forms can be found at www.curasight.com/investor/general-meetings
Postal votes must be received by the Company no later than Wednesday 20 March 2024 at 9.00 AM (CET) as scanned copy by email to uk@curasight.com.
Postal votes cannot be revoked.
Information at the Company's website
Further information on the Annual General Meeting and the following information and documents will be available at the Company's website www.curasight.com/investor/general-meetings until and including the date of the Annual General Meeting:
1. The notice convening the Annual General Meeting, including the agenda and complete proposals
2. The total number of shares and voting rights as of the date of this notice
3. The annual report for 2023
4. The documents to be submitted to the Annual General Meeting
5. Proxy/postal voting forms applicable to the Annual General Meeting
Questions from shareholders
Any shareholder can ask questions to the Board of Directors and the Executive Management about the annual report for 2023, the Company in general or the agenda items prior to the Annual General Meeting. Such questions can be submitted by email to uk@curasight.com.
Questions from shareholders submitted prior to the Annual General Meeting will, as far as possible, be answered in writing prior to the Annual General Meeting or presented by the chairman of the Annual General Meeting and answered at the Annual General Meeting, provided that the shareholder concerned attend the Annual General Meeting.
Moreover, shareholders can ask questions at the Annual General Meeting. If a question cannot be answered at the Annual General Meeting, the answer will be published on the Company's website, www.curasight.com, no later than two weeks after the Annual General Meeting.
Personal data
Prompted by requirements set out in the Danish Companies Act, the Company processes personal information about its shareholders as part of the administration of the company's register of shareholders and other communications. The following information is processed: Name, address, contact information, VP account number, shareholding and participation in events.
Language
The Annual General Meeting will be conducted in Danish and all representatives of the Company and the chairman of the Annual General Meeting will make their presentations and answer questions in Danish.
*****
The Board of Directors
6 March 2024