Communique from annual general meeting in Senzime AB (publ)
The annual general meeting in Senzime AB (publ), corp. reg. no 556565-5734 (the “Company”) was held on 18 May 2022 by at the Company’s premises on Ulls väg 41 in Uppsala, whereby the shareholders primarily resolved on the following matters.
Annual report and results
The annual general meeting adopted the income statement and the balance sheet for the financial year 2021 and resolved, in accordance with the board of directors’ proposal, that the result according to the approved income statement should be transferred to a new account. No dividends are to be paid.
Discharge from liability
The general meeting granted the members of the board of directors and the managing director discharge from liability for the management of the Company’s business for the financial year 2021.
Remuneration to the board of directors and the auditor
The annual general meeting resolved that the chairman shall receive remuneration with SEK 450,000 and that every other board member shall receive remuneration with SEK 210,000. Furthermore, it was resolved that no remuneration shall be paid to a board member who during 2021 has received payments from the Company for consulting services exceeding twice the remuneration amount.
The annual general meeting resolved that the auditor shall receive remuneration according to approved invoice.
Election of board of directors and auditor
The annual general meeting resolved that the board of directors shall consist of five (5) directors without any deputy directors.
The general meeting resolved, for the time until the end of the next annual general meeting, to re-elect Adam Dahlberg, Philip Siberg, Sorin Brull, Lennart Kalén and Eva Walde as members of the board of directors. Philip Siberg was elected as the chairman of the board of directors.
It was resolved to re-elect PricewaterhouseCoopers AB as auditor, with Leonard Daun as chief auditor, for the time until the end of the next annual general meeting.
Nomination committee for the annual general meeting 2023
The annual general meeting resolved that the Company, in advance of the annual general meeting in 2023, shall establish a nomination committee. It was resolved that the members of the nomination committee shall be appointed by instruction from the chairman of the board of directors to the three largest shareholders in the Company on 1 September 2022 to appoint a representative each that, together with the chairman of the board of directors, shall constitute the nomination committee.
Adoption of guidelines for remuneration to the senior management
The annual general meeting resolved, in accordance with the board of directors’ proposal, to adopt new guidelines for remuneration to the senior management.
Adoption of incentive program 2022/2026
The annual general meeting resolved in accordance with the Board's proposal to (A) introduce an employee stock option program intended for the Company's employees, (B) to carry out a directed issue of warrants to the wholly owned subsidiary of the Company, MD Biomedical AB, corp.reg.no. 556837-0273, to ensure the Company's delivery of shares under the employee stock option program and to cover any cash flow effects as a result of social costs due to the employee stock option program and resolved to (C) approve the transfer of warrants or shares in the Company from the Subsidiary to participants in the employee stock option program. The decision according to points A, B and C above was made as one resolution.
The program shall include not more than 900,000 employee stock options which shall be assigned to the program participants free of charge. The participant may exercise allotted and vested employee stock options during the period from 1 February 2026 to 28 February 2027. Each employee stock option shall entitle the holder to, during the exercising period and when the goals have been achieved as set out in section 9 in the proposal, acquire one (1) new share in the Company at an exercise price of SEK 30 per share. If all warrants are exercised for subscription of shares, the Company’s registered share capital will increase by approximately SEK 125,000. The potential dilution due to all outstanding programs (including the now proposed Program 2022/2026), assuming that all warrants are exercised for new subscription of shares, will not exceed 4.3 percent of the shares and votes (of which, as mentioned above, the now proposed program accounts for about 1.6 percent).
Authorization to the board of directors to resolve on new issues
The annual general meeting authorized the board of directors to, one or several occasions for the time until the next annual general meeting, increase the Company’s share capital with not more ten (10) percent of the Company’s registered share capital at the time of the first utilization of the authorization through an issue of shares, warrants and/or convertible instruments, with or without deviation from the shareholders’ pre-emption rights and/or by an issue in kind or by way of set-off. An issue in accordance with the authorization shall be made at fair market value.
The resolution was supported by shareholders holding more than two thirds of the votes cast and the shares represented at the general meeting.
It was noted that all resolutions were adopted with the required majority.
Senzime is a Swedish medical device company that develops and markets CE- and FDA-cleared monitoring systems for patients undergoing anesthesia. Senzime’s employees worldwide are committed to the vision of a world without anesthesia related complications. Six out of ten patients that wake up after surgery are not fully muscle recovered and therefor at risk having critical respiratory complications. The TetraGraph system helps anesthesia providers improve patient care and reduce healthcare costs by digitally and continuously measure the degree of neuromuscular blockade under and after surgery. Senzime operates in the worlds leading markets targeting a market opportunity valued in excess of SEK 15 billion per year. The company’s shares are listed on Nasdaq Stockholms main market (ticker SEZI). www.senzime.com