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Minutes from Annual General Meeting in FluoGuide A/S

Regulatory


March 20, 2024

Copenhagen, Denmark, 20 March 2024 – FluoGuide A/S (“FluoGuide” or the “Company”) held its annual general meeting on 20 March 2024.

To the shareholders of FluoGuide A/S

The Annual General Meeting was held Wednesday 20 March 2024 at 09:00 AM (CET) at the Company’s premises, Ole Maaløes Vej 3, room M0.08 – Oxygen, DK-2200 Copenhagen N, Denmark.

Notice: Represented at the annual general meeting was share capital of nominal DKK 570,022.20 corresponding to 5,700,222 votes and 46.69% of the Company’s registered share capital.

The agenda for the annual general meeting was as follows:

  1. ELECTION OF CHAIRMAN OF THE MEETING
  2. REPORT ON THE ACTIVITIES OF THE COMPANY IN THE PAST FINANCIAL YEAR
  3. PRESENTATION OF THE ANNUAL REPORT WITH AUDITORS' REPORT FOR ADOPTION
  4. RESOLUTION ON COVERING OF LOSSES IN ACCORDANCE WITH THE ADOPTED ANNUAL REPORT
  5. ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS
  6. ELECTION OF THE COMPANY’S AUDITOR
  7. PROPOSALS FROM THE BOARD OF DIRECTORS AND SHAREHOLDERS
    • Approval of the remuneration of the board of directors
  8. MISCELLANEOUS

Adoptions:

Re 1: Election of chairman of the meeting
The board of directors proposed that attorney-at-law Lars Lüthjohan was elected as the chairman of the general meeting.
The chairman of the meeting stated, with the unanimous consent of the general meeting, that the general meeting was lawfully convened and legally competent to resolve upon the following agenda:

Re 2: Report on the activities of the Company in the past financial year
An oral report on the activities of the Company in the past financial year was presented by CEO Morten Albrechtsen. The report was noted by the general meeting.

Re 3: Presentation of the annual report with auditors' report for adoption
The Company's annual report with the auditors' report for the financial year 2023 was adopted.

Re 4: Resolution on covering of losses in accordance with the adopted annual report
The consolidated loss for the financial year 2023 of tDKK 38,377 was approved to be carried forward to the next financial year in accordance with the adopted annual report.

Re 5: Election of members to the board of directors
The general meeting re-elected the following members of the board of directors: Peter Mørch Eriksen, Mats Thorén, Michael Thyrring Engsig and Andreas Kjær. Lisa Micaela Sjökvist and Shomit Adhip Ghose resign from the board of directors.
The general meeting also elected Donna Haire and Roger Gunnarsson as new members of the board of directors.

The board of directors hereafter consists of the following members:

  • Peter Mørch Eriksen (chairman)
  • Mats Thorén (deputy chairman)
  • Michael Thyrring Engsig
  • Andreas Kjær
  • Donna Haire
  • Roger Gunnarsson

Re 6: Election of auditor
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, CVR no. 39 29 64 38, was re-elected as the Company's auditor.

Re 7.1: Approval of the remuneration of the board of directors
The board of directors proposed that the board of directors shall receive remuneration for the financial year 2024 to be paid out at the annual general meeting of 2025.

The proposed remuneration is as follows:

DKK payment for the year 2024 Warrants,
up to
Chairman 280,000 0
Vice Chairman 200,000 0
Board member 100,000 0
New board members may be offered 80,000 7,500

The proposal was adopted by the general meeting.

Re 8: Miscellaneous
Nothing to note in the minutes.

For further information, please contact:
Morten Albrechtsen, CEO
FluoGuide A/S
Phone: +45 24 25 62 66
E-mail: ma@fluoguide.com
 
Certified Adviser:
Svensk Kapitalmarknadsgransking AB
Phone: +46 70 755 95 51
E-mail: ca@skmg.se
 
About FluoGuide
FluoGuide takes precision surgery to the next level improving the outcome for cancer patients. The Company’s lead product, FG001, is designed to improve surgical precision by illuminating cancer intraoperatively. This improved precision enabled by FluoGuide’s products is expected to have a dual benefit – it reduces both the frequency of local recurrence post-surgery and lessens surgical sequelae. Ultimately, this improved precision will improve a patient’s chance of achieving a complete cure and will lower system-wide healthcare costs. FG001 binds to the receptor uPAR being extensively expressed on most solid cancer types. The photothermal potential of FG001 could add a direct treatment effect of FG001 to further benefit for patients with cancer undergoing surgery.

The Company has published strong results from phase II trials demonstrating the efficacy of FG001 as well as showing it was well tolerated and safe from clinical trials in patients undergoing surgery to remove aggressive brain (high-grade glioma), head & neck and lung cancers. Based on this strong foundation, FluoGuide expands the scope of application of FG001 and advance the development toward approval in aggressive brain cancer. FluoGuide is listed on Nasdaq First North Growth Market, Stockholm under the ticker “FLUO”. Read more about FluoGuide’s pipeline, technology, and upcoming events on www.fluoguide.com