The Board of Directors is pleased to invite shareholders of Curasight A/S (“Curasight” or the “Company” – TICKER: CURAS) to an Extraordinary General Meeting on
Wednesday 23 April 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 Extension and increasement of authorisations for the Board of Directors to increase the share capital
1.1.1 Extension and increasement of authorisations for the Board of Directors to increase the share capital with pre-emption rights
1.1.2 Extension and increasement of authorisation for the Board of Directors to increase the share capital without pre-emption rights
1.1.3 Amendment of the total amount with which the share capital may be increased by utilization of the authorizations in items 1.1a and 1.1b.
1.2 Authorisation for the Board of Directors to issue warrants
1.3 Authorisation to the chairman of the meeting
1. Proposals from the Board of Directors
The Board of Directors makes the proposals in items 1.1, 1.2, and 1.3.
1.1 Extension and increasement of authorisations for the Board of Directors
The Board of Directors proposes extending and increasing the authorisations for the Board of Directors by one (1) year, with a total nominal amount of DKK 100,000,000 for each authorisation. This extension ensures the provided authorisations encompass the planned Rights Issue as detailed in the press release dated 4 April 2025.
a. Extension and increasement of authorisations for the Board of Directors to increase the share capital with pre-emption rights
The Board of Directors proposes that the general meeting amends the authorisation provided to the Board of Directors in Article 5.1.1 of the Articles of Association (i) by extending the period with one (1) year, and (ii) by raising the share capital the Board is authorised to increase the company's share capital by up to a total nominal amount of DKK 100,000,000. Consequently, Article 5.1.1 of the Articles of Association will be amended as follows:
Any shares issued pursuant to the amended authorisation in clause 5.1.1 would still be subject Article 5.1.4 of the Articles of Association.
b. Extension and increasement of authorisations for the Board of Directors to increase the share capital without pre-emption rights
The Board of Directors proposes that the general meeting amends the authorisation provided to the Board of Directors in Article 5.1.2 of the Articles of Association (i) by extending the period with one (1) year, and (ii) by raising the share capital the Board to increase the company's share capital by up to a total nominal amount of DKK 100,000,000. Consequently, Article 5.1.2 of the Articles of Association will be amended as follows:
Any shares issued pursuant to the amended authorisation in clause 5.1.2 would still be subject Article 5.1.4 of the Articles of Association.
c. Amendment of the total amount with which the share capital may be increased by utilisation of the authorisations in items 1.1a and 1.1b.
Assuming items 1.1a and 1.1b on the agenda are passed, the Board of Directors proposes that the general meeting amend Article 5.1.3 which states with how much the total share capital can be increased under the authorisations in Article 5.1.1 and 5.1.2. The proposal will entail amending Article 5.1.3 as follows:
1.2 Authorisation for the Board of Directors to issue warrants
The Board of Directors proposes that the general meeting authorises the Board of Directors to issue warrants for the purpose of obtaining financing for the Company i.e. the warrants can be provided to entities providing funding. The Board of Directors plans utilising the authorization to issue warrants to a third party lender backing the planned Rights Issue as detailed in the press release dated 4 April 2025 as part of the agreement with said third party investor.
Under the proposed authorisation, a total of up to 106,376,256 warrants may be allocated to (and subscribed for by) the participants with no consideration paid by the participants for subscribing the warrants.
The number of warrants allocated to a participant 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 5.2.6:
1.3 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.
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Majority requirements
Adoption of items 1.1.a and 1.1.c of the agenda requires two-thirds of the votes cast as of the share capital represented at the general meeting, cf. section 106(1) of the Danish Companies Act, whereas adoption of the proposal in 1.1.b and 1.2 require 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 require simple majority.
Share capital and voting rights
On the date of this notice, the nominal share capital of Curasight is DKK 1,057,444.00 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 (21,148,880.00 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 Wednesday 16 April 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 Sunday 20 April 2025 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 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 Sunday 20 April 2025 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.com 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 Tuesday 22 April 2025 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 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 uk@curasight.com.
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
8 April 2025
For more information regarding Curasight, please contact:
Ulrich Krasilnikoff, CEO
Phone: +45 22 83 01 60
E-mail: uk@curasight.com
Curasight is a clinical development company based in Copenhagen, Denmark. The Company is a pioneer in the field of exploiting a novel Positron Emissions Tomography (PET) imaging (uTRACE®) and Radioligand Therapy (uTREAT®) Theranostic Platform targeting the urokinase-type plasminogen activator receptor (“uPAR”). The technology is expected to improve diagnosis and provide more gentle and efficient treatment of multiple cancer types.
