NOTICE OF EXTRAORDINARY GENERAL MEETING IN SENZIME AB (PUBL)

The shareholders in Senzime AB (publ), corp. reg. no 556565-5734 (the “Company”) are hereby convened to an extraordinary general meeting on Thursday 16 February 2023, at 08.30 at Advokatfirman Lindahl’s premises, Vaksalagatan 10, Uppsala.

Notice etc.

Shareholders who wish to participate in the general meeting must:

  • be registered in his/her/its own name (not nominee-registered) in the share register kept by Euroclear Sweden AB on Wednesday 8 February 2023 (the record date), and
  • notify his/her/its intention to attend the general meeting to the Company no later than Monday 13 February 2023, by mail to Ulls väg 41, 756 51 Uppsala or by e-mail to michaela.larsson@lindahl.se, stating “general meeting”.

Such notification shall include the shareholder’s name, personal identification number or corporate registration number, address and telephone number, number of shares, details on advisors (no more than two), if any, and, where applicable, details of representatives or proxies.

Nominee-registered shares

Shareholders whose shares are registered in the name of a nominee through a bank or other trustee must, in order to exercise the right to vote and participate in the general meeting, temporarily register their shares in their own names (so-called voting rights registration) so that the shareholder is included in the share register kept by Euroclear Sweden on the record date, i.e. 8 February 2023. This means that such shareholders must advise their nominees of this request well in advance of this date. Voting registration requested by shareholders in such time that the registration has been completed by the nominee no later than 10 February 2023 will be considered in the preparation of the share register.

Proxy

Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person, a copy of the certificate of registration or equivalent must be attached. The power of attorney may not be valid for a period exceeding five years from its issuance. The original power of attorney and certificate of registration should be submitted to the Company by mail at the address mentioned above in due time prior to the general meeting. Alternatively, the original power of attorney and certificate of registration may be brought and presented at the general meeting. The Company provides a power of attorney form at request and on the Company’s website, www.senzime.com.

Number of shares and votes

As of the date of this notice, there are a total of 69,883,985 shares and votes in the Company. The Company does not hold any own shares.

Proposed agenda

  1. Opening of the general meeting and election of chairman of the general meeting
  2. Preparation and approval of the voting list
  3. Election of one or two persons to verify the minutes
  4. Approval of the agenda
  5. Determination as to whether the meeting has been duly convened
  6. Resolution on the subsequent approval by the general meeting of the board of director’s resolution on 23 January 2023 on a new issue of shares with preferential rights for existing shareholders
  7. Closing of the general meeting

Proposals to resolutions

Item 1 – Election of chairman of the general meeting

The board of directors proposes that Mattias Prage, lawyer at Advokatfirman Lindahl, is elected as chairman of the general meeting. Michaela Larsson, associate at Advokatfirman Lindahl, is proposed to be elected as keeper of the minutes.

Item 6 – Resolution on the subsequent approval by the general meeting of the board of director’s resolution on 23 January 2023 on a new issue of shares with preferential rights for existing shareholders

The board of directors proposes that the general meeting resolves to approve the board of directors’ resolution on 23 January 2023 on a new issue of shares with preferential rights for existing shareholders according to the following.

The board of directors of Senzime AB (publ), corp. reg. no. 556565-5734 (the “Company”), resolves, subject to approval by the general meeting, to increase the Company’s share capital with a maximum of SEK 1,747,099.625 by an issue of a maximum of 13,976,797 new shares on the terms and conditions set out below:

  1. The right to subscribe for new shares shall belong to those persons who on the record date for the new issue of shares are recorded as shareholders of the Company. One (1) existing share shall entitle to one (1) subscription right and five (5) subscription rights shall entitle to one (1) new share.
  2. If all of the new shares are not subscribed for with subscription rights, the board of directors shall, up to the maximum amount of share issue, resolve on allocation of new shares which have been subscribed for without subscription rights, in accordance with the following allocation principles:
  1. Primarily, allocation shall be made to those who have also subscribed for shares with subscription rights, regardless of them being shareholder at the record date or not, pro rata in proportion to the number of shares subscribed for with subscription rights and, to the extent the shares cannot be allocated as stated above, allocated through drawing of lots, and
  2. Secondly, allocation shall be made to others who have only registered for subscription without subscription rights, and in case of oversubscription, allocation shall be made pro rata in proportion to the number of shares subscribed for and, to the extent the shares cannot be allocated as stated above, allocated through a drawing of lots, and
  3. Thirdly, allocation shall be made to those who have made guarantee commitments, in proportion to such guarantee commitment.
  1. The record date for participation in the new issue of shares shall be 17 February 2023.
  2. Subscription with subscription rights shall be made by cash payment during the period from 21 February 2023 to 7 March 2023. The board of directors shall have the right to extend the subscription and payment period.
  3. Subscription without subscription rights shall be made on a subscription list during the period from 21 February 2023 to 7 March 2023. Payment shall be made by cash payment according to instruction on contract note, however not later than three banking days from receipt of the contract note. The board of directors shall have the right to extend the subscription and payment period.
  4. Subscription, as concerns possible subscription by guarantors, shall be made on a certain subscription list no later than three (3) banking days after the period stated in articles 4-5 above. Payment for such shares that are subscribed for and allotted shall be made in cash no later than three (3) banking days after the sales note has been sent, on which the allotted shares are disclosed. The board of directors shall have the right to extend the subscription and payment period.
  5. The new shares are issued at a subscription price of SEK 7.25 per share.
  6. The part of the subscription price that exceeds the shares’ quota value shall be transferred to the unrestricted premium reserve.
  7. The new shares entitle to dividends for the first time on the first record date for dividend that take place after the issue of new shares has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
  8. The managing director, or any other person appointed by the board of directors, shall have the right to take those smaller measures that may be required in order to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

Processing of personal data

For information regarding the processing of personal data, please refer to the policy available on Euroclear Sweden AB’s website:

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

The shareholders’ right to information at the general meeting

The board of directors and the CEO shall, upon request by any shareholder, and where the board of directors deems that such information may be provided without significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda. Shareholders can submit questions in advance to the Company, to the address Ulls väg 41, Uppsala or through e-mail to Slavoljub.grujicic@senzime.com.

Documents

The board of director’s complete proposals for resolutions as well as other documents according to the Swedish Companies Act will be held available at the Company (Ulls väg 41, Uppsala) and at the Company’s website, www.senzime.se. The documents will also be sent, without charge, to shareholders who so request and inform the Company of their postal address.

Uppsala in January 2023
Senzime AB (publ)
The board of directors

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