STOCKHOLM, SE / ACCESS Newswire / April 9, 2025 / AlzeCure Pharma (STO:ALZCUR)(FRA:AC6) - The shareholders of AlzeCure Pharma AB, reg. no. 559094-8302 (the "Company") are hereby invited to attend the annual general meeting to be held on Wednesday 14 May 2025 at 4 p.m. CET at Synch Advokat AB's premises at Birger Jarlsgatan 6, in Stockholm.
REGISTRATION AND NOTIFICATION
Shareholders who wish to attend the annual general meeting shall;
i. be recorded in the share register maintained by Euroclear Sweden AB no later than Tuesday 6 May 2025, and
ii. notify the Company of their intention to attend the general meeting to AlzeCure Pharma AB, Hälsovägen 7, 141 57 Huddinge, or via e-mail birgitta.lundvik@alzecurepharma.com no later than Thursday 8 May 2025. Notification of attendance shall state the name, personal or corporate identity number, address and telephone number. For notification of representatives, the procedure as described applies (not more than two assistants are allowed).
BROKER REGISTERED SHARES
Shareholders whose shares are registered in the name of a broker are, to be entitled to participate in the annual general meeting, required to have their shares registered in their own name through a broker, so that they are registered in the share register maintained by Euroclear Sweden AB on Tuesday, May 6, 2025. Such registration may be temporary (so-called voting rights registration) and is requested from the broker in accordance with the broker's procedures in such time in advance as the broker determines. Voting rights registration requested by shareholders in such time that the registration has been made by the nominee no later than Thursday 8 May 2025, will be taken into account in the preparation of the share register.
REPRESENTATIVES
Shareholders represented by proxy must issue a written, signed and dated power of attorney for the representative. Anyone representing a legal entity must present a registration certificate (or equivalent authorization document) showing that the persons who have signed the power of attorney are authorized signatories for the shareholder. To facilitate admission to the general meeting, shareholders are requested to send the original power of attorney and other authorization documents to AlzeCure Pharma AB, Hälsovägen 7, 141 57 Huddinge, Sweden, in connection with the notice of attendance.
A proxy form is available on the Company's website www.alzecurepharma.com and will be provided to the shareholder upon request.
PROPOSED AGENDA
Opening of the meeting
Election of a chairman of the general meeting
Preparation and approval of the voting list
Approval of the agenda for the general meeting
Election of one or two persons in addition to the chairman to verify the minutes
Determination as to whether the meeting has been duly convened
Presentation of the annual report and the auditor's report
Resolutions regarding;
adoption of the profit and loss statement and the balance sheet;
allocation of the Company's profit or loss in accordance with the adopted balance sheet; and,
discharge from liability of the directors and, when applicable, the managing director
Resolution regarding the number of directors of the board
Resolution regarding the number of auditors
Resolution regarding the remuneration for the directors of the board
Resolution regarding the remuneration for the auditors
Election of directors of the board and chairman
Election of the auditor
Resolution on the approval of the remuneration report
Resolution on authorization for the board of directors to resolve on new issues
Resolution to amend the articles of association
Closing of the meeting
PROPOSALS FOR RESOLUTIONS
THE NOMINATIONS COMMITTEE'S PROPOSALS
The nomination committee has consisted of William Gunnarsson (representative of BWG Invest Sàrl), Rolf Karlsson (representative of FV Group AB), Peter Thelin (representeratative of Sjuenda Holding AB) and Thomas Pollare (chairman of the board of directors).
The nomination committee have, ahead of the annual general meeting 2025 informed the board of directors of their proposals as follows.
Election of a chairman of the general meeting (item 2)
The nomination committee proposes attorney Mattias Anjou is appointed chairman of the annual general meeting.
Resolution regarding the number of directors of the board (item 9)
The nomination committee proposes that the board of directors shall consist of five ordinary members.
Resolution regarding the number of auditors (item 10)
The nomination committee proposes that one auditing firm shall be appointed as auditor, without deputies.
Resolution regarding the remuneration for the directors of the board (item 11)
The nomination committee proposes that each of the board members, who are not employed by the company, shall receive a board renumeration of SEK 135,000 except for the chairman of the board who shall receive renumeration of SEK 270,000.
Resolution regarding the remuneration for the auditors (item 12)
The nomination committee proposes that the auditor shall be remunerated according to the invoice approved by the company.
Election of directors of the board and chairman (item 13)
The nomination committee proposes to re-elect Thomas Pollare, Ragnar Linder, Janet Hoogstraate, Eva Lilienberg and Jan Lundberg as ordinary members of the board of directors, for the period until the end of the next annual general meeting. The nomination committee proposes to re-elect Thomas Pollare as chairman of the board of directors.
Election of the auditor (item 14)
The nomination committee proposes to re-elect accounting firm Grant Thornton Sweden AB as auditor. If the proposal is approved, Grant Thornton Sweden AB has announced that the authorized auditor Camilla Nilsson will be appointed auditor in charge.
The board of directors supports the proposal by the nomination committee.
THE BOARD OF DIRECTORS PROPOSALS
Allocation of the Company's profit or loss in accordance with the adopted balance sheet (item 8 b)
The following profits are at the disposal of the annual general meeting: Accumulated profit/loss of minus SEK 340,218 thousand, share premium reserve of SEK 399,430 thousand, profit/loss for the year of minus SEK 35,234 thousand, totalling SEK 23,978 thousand. The board of directors and the managing director proposes that the profits shall be disposed of by carrying forward SEK 23,978 thousand to be carried forward.
Resolution on authorization for the board of directors to resolve on new issues (item 16)
The board of directors proposes that the annual general meeting resolves to authorize the board of directors to decide on the issue of shares, warrants, and/or convertibles, which entails the issue of, conversion into or subscription for a number of shares corresponding to with or without deviation from the shareholders' preferential rights, corresponding to a maximum dilution of 20% of the total number of shares in the Company at the time of the decision by the board of directors. A new share issue may be made with or without a provision for non-cash consideration, set-off or other conditions as set forth in Chapter 13, Section 5 first paragraph item 6, Chapter 14, Section 5 first paragraph item 4 and Chapter 15, Section 5 first paragraph item 4 of the Swedish Companies Act (2005: 551).
The purpose of the authorization is to increase the company's financial flexibility and the board of directors' ability to act.
The board of directors, or the person appointed by the board of directors, shall have the right to make such minor adjustments to the above resolutions as may be required in connection with registration with the Swedish Companies Registration Office.
Resolution to amend the articles of association (item 17)
The Company's articles of association deviate from the Swedish Companies Act in that §8, second paragraph, first sentence states, that in order to be entitled to participate in the general meeting, shareholders must be entered in a transcript or other presentation of the share register five business days before the meeting, when the Swedish Companies Act stipulates six business days.
In light of the above, the board of directors proposes that the articles of association are amended regarding the time at which shareholders must be entered in the share register be deleted, as the matter is still governed by the Companies Act. With this change, §8, second paragraph, first sentence of the Articles of Association would be amended as follows:
In order to participate in the general meeting, shareholders must notify the company no later than the date stated in the notice of the meeting.
DOCUMENTS
The Annual Report, the Auditor's Report and other required documentations according to the Swedish Companies Act (2005:551), will be available at the Company, and the website www.alzecurepharma.com no later than three weeks before the annual general meeting. The documents will also free of charge be sent to shareholders who so request and state their address. Such requests must be submitted in writing to the address AlzeCure Pharma AB, Hälsovägen 7, 141 57 Huddinge or via e-mail birgitta.lundvik@alzecurepharma.com .
SHAREHOLDERS' RIGHT TO RECEIVE INFORMATION
The board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, provide information at the meeting on circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the Company's or its subsidiaries' financial situation, the consolidated financial statements and the Company's relationship with another group company.
PERSONAL DATA
For information on how your personal data is processed, please see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in April 2025
AlzeCure Pharma AB (publ)
The board of directors
For more information, please contact
Martin Jönsson, CEO
Tel: +46 707 86 94 43
martin.jonsson@alzecurepharma.com
About AlzeCure Pharma AB (publ)
AlzeCure ® is a Swedish pharmaceutical company that develops new innovative drug therapies for the treatment of severe diseases and conditions that affect the central nervous system, such as Alzheimer's disease and pain - indications for which currently available treatment is very limited. The company is listed on Nasdaq First North Premier Growth Market and is developing several parallel drug candidates based on three research platforms: NeuroRestore ® , Alzstatin ® and Painless.
NeuroRestore consists of two symptomatic drug candidates where the unique mechanism of action allows for multiple indications, including Alzheimer's disease, as well as cognitive disorders associated with traumatic brain injury, sleep apnea and Parkinson's disease and is being prepared for phase 2. The Alzstatin platform focuses on developing disease-modifying and preventive drug candidates for early treatment of Alzheimer's disease. Painless is the company's research platform in the field of pain and contains two projects: ACD440, which is a drug candidate in the clinical development phase for the treatment of neuropathic pain with positive phase 2 results, and TrkA-NAM, which targets severe pain in conditions such as osteoarthritis. AlzeCure aims to pursue its own projects through preclinical research and development through an early clinical phase, and is continually working on business development to find suitable outlicensing solutions with other pharmaceutical companies.
FNCA Sweden AB is the company's Certified Adviser. For more information, please visit www.alzecurepharma.se .
Attachments
Notice to Annual General Meeting in AlzeCure Pharma AB
AlzeCure Pharma AB Notice To AGM 2025
SOURCE: AlzeCure Pharma
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