Notice of Extraordinary General Meeting
December 14, 2025
The Board of Directors is pleased to invite shareholders of Curasight A/S (“Curasight” or the “Company”) to an Extraordinary General Meeting on
29 December 2025 at 10:00 AM (CET) at the office of DLA Piper Denmark, Oslo Plads 2, 2100 Copenhagen OE, Denmark.
Agenda
- Proposals from the Board of Directors
1.1 Authorisation to the Board of Directors to issue one or more convertible loan notes
1.2 Authorisation to the chairman of the meeting
Complete proposals
1. Proposals from the Board of Directors
The Board of Directors makes the proposals in items 1.1 and 1.2.
1. 1 Authorisation to the Board of Directors to issue convertible loan notes
The Board of Directors proposes that the general meeting authorises the Board of Directors to issue one or more convertible loan notes for the purpose of obtaining financing for the Company i.e. the convertible loan notes can be provided to entities providing funding. The Board of Directors plans on utilising the authorization to issue a convertible loan note to a third party lender backing the planned Directed Issue as detailed in the press release dated 12 December 2025 as part of the agreement with said third party investor.
Under the proposed authorisation, one of more convertible loan notes may be issued with a right of conversion into shares in the Company.
The number of shares to be converted may be adjusted in the event of capital changes and other comparable matters.
The proposal implies that the following is added to the Articles of Association as a new article 5.3:
| 5.3 | Konvertibelt gældsbrev | Convertible Loan Note | |
| 5.3.1 | Selskabets bestyrelse er bemyndiget til af én eller flere gange i henhold til selskabslovens §155, jf. §169, at udstede et eller flere konvertible gældsbreve i Selskabet med ret for långiver til konvertering af sit lån til kapitalandele i Selskabet for op til i alt nominelt 125.313,30 kr. kapitalandele uden fortegningsret for de eksisterende kapitalejere i Selskabet til en kurs og fordeling, som fastlægges af bestyrelsen. Kursen kan være under markedskursen på tidspunktet for bestyrelsens beslutning. | The Company’s board of directors is authorised, pursuant to s. 155 of the Danish Companies Act, cf., s. 169 thereof, in one or several instances, to issue one or more convertible loan notes, which will entitle their holder(s) to convert their loans into shares in the Company for up to a total of nominally DKK 125,313.30 shares without pre-emption rights for the existing shareholders at a subscription price and allocation determined by the board of directors. The subscription price may be below the market price at the time of the decision of the board of directors. | |
| Samtidig er bestyrelsen bemyndiget til at foretage den dertil hørende forhøjelse af Selskabets aktiekapital ad en eller flere omgange med op til nominelt 125.313,30 kr., eller et andet beløb som følge af eventuel regulering af antallet af kapitalandele, som kan konverteres i tilfælde af reguleringer af selskabskapitalen og lignede forhold i henhold til de til enhver tid gældende vilkår for de udstedte konvertible gældsbreve. | The Company’s board of directors is also authorised to carry out any related share capital increases, in one or several instances, up to a total of nominally DKK 125,313.30 or such other amount as required following an adjustment of the numbers of shares to be converted in the event of capital changes and other comparable matters in accordance with the terms governing the issued convertible loan notes. | ||
| Bemyndigelsen løber frem til 29. december 2030. Aktier udstedt i henhold til bemyndigelsen i dette pkt. 5.3.1 skal indbetales fuldt ud ved gældskonvertering eller kontant indskud, være omsætningspapirer, skal lyde på navn og noteres på navn i Selskabets ejerbog. Der gælder samme indskrænkninger i aktiernes omsættelighed, som gælder for de eksisterende aktier og ingen aktionær er forpligtet til at lade aktier indløse helt eller delvist. | The authorization is valid until 29 December 2030. Shares issued pursuant to the authorization in this clause 5.3.1 must be paid up in full by conversion of debt or by cash payment, be negotiable instruments, be registered by name and be registered by the name of shareholders in the Company’s shareholders’ register. The same restrictions on transferability as those applying to the existing shares apply and no shareholder shall be obligated to have the shares redeemed partly or in full. . | ||
| Bestyrelsen er bemyndiget til at genanvende eller genudstede eventuelle bortfaldne ikke udnyttede konvertible gældsbreve, forudsat at genanvendelsen eller genudstedelsen finder sted inden for de vilkår og tidsmæssige begrænsninger, der fremgår af bemyndigelsen. | The board of directors is authorized to reuse or reissue any lapsed, non-converted convertible loan note, provided that such reuse or reissuance observes the terms, and the expiration date set out in this authorization. |
1.2 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 item 1.2 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. Adoption of item 1.3 of the agenda requires simple majority.
Share capital and voting rights
On the date of this notice, the nominal share capital of Curasight is DKK 2,293,375.55 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 (45,867,511 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 Extraordinary General Meeting. The date of registration is 22 December 2025.
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 Extraordinary General Meeting is requested to notify the Company of the shareholder’s attendance no later than on 26 December at 23.59 (CET). Attendance can be notified by completing, signing, and returning a dated registration form (notification of attendance) by email to [email protected]. 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 Extraordinary General Meeting must state the name and email address of the advisor, when submitting the notification of attendance.
Proxy
Shareholders may attend the Extraordinary 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 26 December 2025 at 23.59 (CET) as a scanned copy by email to [email protected].
Proxies can be revoked by the shareholder at any time. Revocation must be in writing by e-mail to [email protected] and include proper identification of the shareholder revoking the proxy.
Postal vote
Shareholders may vote by post with respect to the agenda items of the Extraordinary 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 23 December 2025 at 9.00 AM (CET) as scanned copy by email to [email protected].
Postal votes cannot be revoked.
Information at the Company’s website
Further information on the Extraordinary 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 Extraordinary General Meeting:
- The notice convening the Extraordinary General Meeting, including the agenda and complete proposals
- The total number of shares and voting rights as of the date of this notice
- Proxy/postal voting forms applicable to the Extraordinary General Meeting
Questions from shareholders
Any shareholder can ask questions to the Board of Directors and the Executive Management about the Company in general or the agenda items prior to the Extraordinary General Meeting. Such questions can be submitted by email to [email protected].
Moreover, shareholders can ask questions at the Extraordinary General Meeting. If a question cannot be answered at the Extraordinary General Meeting, the answer will be published on the Company’s website, www.curasight.com, no later than two weeks after the Extraordinary 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 Extraordinary General Meeting will be conducted in Danish, and all representatives of the Company and the chairman of the Extraordinary General Meeting will make their presentations and answer questions in Danish.
*****
The Board of Directors