The shareholders in Senzime AB (publ) corp. reg. no 556565-5734 (the “Company”) are hereby convened to an extraordinary general meeting on Wednesday 31 August 2022. The board of directors has decided in accordance with the Swedish Act on Temporary Exceptions to Facilitate the Execution of General Meetings in Companies and Associations (2022:121) that the general meeting shall be held without the physical presence and that the shareholders’ voting rights may only be exercised in advance in the manner set out below. No physical gathering will thus be held.
Shareholders who wish to participate in the general meeting must:
On Tuesday 23 August 2022, be registered in in their own name (not nominee-registered) in the share register kept by Euroclear Sweden AB (the record date), and
register with the Company no later than Tuesday 30 August 2022 by submitting an advance vote in accordance with the instructions below so that the advance vote is received by the Company no later than 30 August 2022.
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, register their shares in their own name (so-called voting rights registration) so that the shareholder is included in the share register kept by Euroclear Sweden on 23 August 2022. Voting registration requested by shareholders in such time that the registration has been completed by the nominee no later than 25 August 2022 will be considered in the preparation of the share register. This means that such shareholders must advise their nominees of this request well in advance of this date.
Shareholders can only exercise their voting rights at the general meeting by voting in advance through so-called postal voting in accordance with Section 22 of the Swedish Act (2022:121) on temporary exemptions to facilitate the conduct of general meetings in companies and associations (Sw. lagen om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor). The voting form is available on the Company’s website www.senzime.se and at the Company’s office. No separate registration is required; a completed and signed postal voting form is valid as registration to participate in the general meeting.
The completed form shall be sent to the Company’s proxy via e-mail to firstname.lastname@example.org or be posted to the address Advokatfirman Lindahl KB, Box 1203, 751 42 Uppsala. Mark the envelope “Senzime”. If the shareholder is a legal entity or votes in advance by proxy the instructions under section “Proxy” must be adhered to.
If the shareholder is a legal entity or votes in advance by proxy, a copy of a certificate of registration or other authorization documents shall be submitted together with the voting form.
Shareholders may not state instructions or conditions to voting in advance. Voting forms will be deemed invalid if this happens. Additional instructions are provided on the postal voting form.
Information regarding the decisions adopted by the general meeting will be published as soon as the outcome of the postal voting has been compiled.
Shareholders represented by proxy must submit a dated power of attorney. 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. 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 67,756,448 shares and votes in the Company.
Opening of the general meeting and election of chairman of the general meeting
Preparation and approval of the voting list
Election of one or two persons to verify the minutes
Approval of the agenda
Determination as to whether the meeting has been duly convened
Election of members of the board of directors
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 KB, is elected as chairman of the general meeting. Michaela Larsson, associate at Advokatfirman Lindahl KB, is proposed to be elected as keeper of the minutes.
Item 2 – Preparation and approval of the voting list
Since shareholders exercise their right to vote through postal voting, it will not be possible to obtain the general meeting’s approval of the voting list. Therefore, the board of directors proposes that the voting list is prepared and approved by the chairman of the general meeting.
Item 3 – Election of one or two persons to verify the minutes of the meeting
The board of directors proposes that Slavoljub Grujicic, or the person designated by the board of directors in the event Slavoljub Grujicic is prevented, is proposed to verify the minutes. The person verifying the minutes shall, in addition to approving the minutes, check the voting list and that the results of received votes are correctly reflected in the minutes.
Item 6 – Election of members of the board of directors
The nomination committee proposes election of Laura Piccinini and Jenny Freeman as members of the board of directors.
Laura Piccinini joined AngioDynamics as Senior Vice President and General Manager International in June 2021. Ms. Piccinini brings more than 27 years of experience in leadership roles in the Medical Device/Technology industry, with an extensive background in the field of respiratory care, surgical, orthopedics, blood flow, vascular, cancer treatment and wound management. Most recently, she served as CEO & member of the Board of Directors for Respiratory Motion, Inc., and was Global Head of Commercial Operations for the Implants business unit at Nobel Biocare Systems (Danaher Company/Envista IPO). Earlier in her career, Ms. Piccinini served as President of EMEA at both Covidien and Stryker and President International at Acelity. Ms. Piccinini is a graduate of the Parma University of Medicine, where she received a nursing degree with specializations in ICU, Anesthesia, and First Aid as a Helicopter Flight Coordinator.
Dr. Freeman is a founder of Respiratory Motion, Inc. She has 40 years of experience in medicine, medical research, technology development, and entrepreneurship including pediatric cardiovascular surgery, biomedical research, device innovation and has provided strategic consulting and analysis of health care companies for financial institutions. She has over 70 medical publications and 40 patents issued or in process. Her management experience includes running surgical practices, the development of new programs, and the founding of Respiratory Motion, JEF-Core, and Cheirologic Partners. Jenny trained in cardiothoracic surgery with Frank Spencer, John Kirklin, Aldo Casteneda and William Norwood. She received her undergraduate degree from Yale in Molecular Biochemistry and Biophysics and her MD from NYU Medical School.
The board of directors and the CEO shall, up 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 or the Company’s financial position as well as the Company’s relationship to other group companies. Requests for such information shall be made in writing no later than ten days before the general meeting to the address Ulls väg 41, Uppsala or through e-mail to email@example.com. The information is provided by the Company by making it available on the Company’s website and at the Company’s office no later than on Friday 26 August 2022. The information will also be sent to shareholders who have requested it and stated their address.
The annual report and the auditor’s report as well as other documents according to the Swedish Companies Act will be held available at the Company (Ulls väg 241, 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 August 2022 Senzime AB (publ) The board of directors
Senzime is a Swedish medical device company that develops, manufactures, and markets CE- and FDA-cleared patient monitoring systems. Senzime’s employees worldwide are committed to the vision of a world without anesthesia- and respiratory-related complications. The company markets an innovative portfolio of solutions, including the TetraGraph® and ExSpiron® 2Xi for real-time monitoring of neuromuscular and respiratory functions, typically under and after surgery. The goal is to help eliminate in-hospital complications, and radically reduce health care costs related to surgical and high acuity procedures.
Senzime targets a market opportunity valued more than SEK 40 billion per year, and operates with sales teams in the world’s leading markets. The company’s shares are listed on Nasdaq Stockholm Main Market (SEZI). www.senzime.com