Notice of extraordinary general meeting in 2cureX AB (publ)
The shareholders of 2cureX AB (publ), 559128-0077, are hereby convened to an extraordinary general meeting on Tuesday the 2nd of April 2019 at 3.00 p.m. at PWC:s office, Anna Lindhs Plats 4 in Malmö.
Right to participate and notification of participation
Shareholders who wish to participate at the extraordinary general meeting must
- on Wednesday the 27th of March 2019 be registered in the share register kept by Euroclear Sweden AB, and
- notify at the latest on Wednesday the 27th of March 2019, in writing, his or her intention to attend the extraordinary general meeting to 2cureX AB, Att: Ole Thastrup, c/o Mazars SET Revisionsbyrå AB, Box 159, 261 22 Landskrona. The notification can also be done by phone +45 22-11 53 99 or by e-mail ot@2curex.com. Such notification shall include the shareholder’s complete name, personal identification number or corporate registration number, number of shares, address, daytime telephone number and if any, and where applicable, details of representatives or proxies (two at the most). The notification should, where applicable, be accompanied by proxies, registration certificates and other authorization documents.
Nominee-registered shares
To be entitled to participate in the general meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names in the share register maintained by Euroclear Sweden AB in order to be entitled to attend the general meeting. Such registration must be duly effected in the share register on Wednesday the 27th of March 2019, and the shareholders must therefore advise their nominees well in advance of such date.
Proxy etc.
If a shareholder is to be represented by proxy, the proxy must submit a, by the shareholder, dated power of attorney. The power of attorney may not be older than one year, however, the power of attorney may be older provided that the power of attorney according to its wording is valid for a longer period, although, not more than five years. If the power of attorney is executed by a legal person, a certified copy of the certificate of registration or equivalent must be attached. In order to ease the entrance, a copy of the power of attorney and the certificate of registration should be sent to the company in connection to the notification. A proxy form is available at the company’s website www.2curex.com and will also be sent by mail to shareholders who so requests and state their postal address.
Number of shares and votes
As of the date of this notice, there are a total of 10 350 000 shares and votes in the company. The company does not possess any own shares.
Proposed agenda
- Opening of the general meeting
- Election of chairman of the general meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination as to whether the meeting has been duly convened
- Determination on the number of members of the board
- Election of a new board member
- Decision regarding the authorisation for the Board of Directors to resolve on issue of new shares
- Closing of the general meeting
Decision proposal in brief
Determination on the number of members of the board (item 7)
Shareholders representing approximately 70 percent of the votes in the company proposed that the board of directors should consists of five (5) board members.
Election of a new board member (item 8)
Shareholders representing approximately 70 percent of the votes in the company proposed that Camilla Huse Bondesson shall be newly elected as a board member. Furthermore, Juan Farré, Simon Hesse Hoffman and Ulrich Spengler are dismissed, which at their own desire, requested resignation from the Board. 2cureX would like to thank Juan Farré, Simon Hesse Hoffman and Ulrich Spengler for their respective work on the board. Other board members remain.
Camilla Huse Bondesson, born 1958, is a well-experienced member of the board within the field of medicine and biotechnology. Camilla Huse Bondesson has an Executive MBA from Stockholm University. Currently, Camilla Huse Bondesson is Chairman of the Board of Gradientech AB, Immuneed AB and TdB Consultancy AB. Camilla Huse Bondesson also has over thirty years of international operational experience from senior positions at companies in medicine and biotechnology, including as General Manager of Behring Diagnostica AB, International Product Manager for Biacore, Marketing Director of Amersham Biosciences (current GE Healthcare Life Sciences) and VP Marketing for Gyros AB. Since 2004 is Camilla Huse Bondesson working as a consultant and partner at Conlega AB, a consulting company focused on Life Science.
Decision regarding the authorisation for the Board of Directors to resolve on new issue of shares (item 9)
The Board of Directors proposes that the general meeting resolves to authorise the Board of Directors, on one occasion, with pre-emption rights for the shareholders, for the period up to the next upcoming Annual General Meeting to resolve on new issue of shares.
The number of shares to be issued in accordance with the authorisation can equal a total amount not exceeding 25 000 000 SEK in issue payment.
The issue will be subject to a market-based subscription price, with reservation to a market-based issue discount when applicable, and payment, in addition to cash payment, can be done through offset, or otherwise with terms.
New share issue, decided in accordance with the authorisation, should be done with the purpose of bringing working capital to the business and/or capital for the development of the business.
The general meeting’s resolution under this item is valid only if supported by shareholders holding no less than half of both the votes cast and the shares represented at the general meeting.
Personal data
Personal data that has been collected from the of Euroclear Sweden AB maintained share register, notification to participate in the general meeting and information about representatives and proxies, will be used for registration, preparation and, where applicable, minutes of general meeting.
Other
The complete proposal for decisions and the form for power of attorney will be available at the company’s office, 2cureX, Fruebjergvej 3, 2100 Copenhagen, Denmark, and on the company’s website (www.2curex.com) at the latest of two weeks before the general meeting and will also be sent by mail to shareholders who so requests and state their postal address.
Shareholders that are present at the general meeting has a right to request information in accordance with the 7th chapter. 32 § Swedish Companies Act (2005:551).
Malmö in March 2019
2cureX AB (publ)
Board of Directors
For more information about 2cureX:
| Ole Thastrup, Chief Executive Officer | Carit Jacques Andersen, Chief Finance Officer |
| E-mail: ot@2curex.com | E-mail: cja@2curex.com |
| Telephone: +45 22115399 | Telephone: +45 20230970 |
| www.2curex.com |
Certified Adviser
Sedermera Fondkommission
E-mail: ca@sedermera.se
Telephone: +46 40 615 14 15
This information is information that 2cureX AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on March 14th, 2019.
About 2cureX
2cureX has developed a test called IndiTreat® (Individual Treatment Design), which is a patented method for selecting the right drug for the right patient. IndiTreat® establishes thousands of 3D micro-tumors that are functionally similar to the patient’s tumor. From a large panel of approved cancer treatments IndiTreat® selects the best treatment for the individual patient. IndiTreat® is expected to become a standard tool in the treatment design for cancer patients.
IndiTreat® is currently being clinically validated in colorectal cancer, ovarian cancer, pancreatic cancer and preventive cancer medicine.
The company is listed at the Nasdaq First North stock exchange in Stockholm (symbol “2CUREX”).