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NOTICE OF EXTRAORDINARY GENERAL MEETING IN SENZIME AB (PUBL)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Small Cap Stockholm |
| Sektor | Hälsovård |
| Industri | Medicinteknik |
The shareholders in Senzime AB (publ) corp. reg. no 556565-5734 (the “Company”) are hereby convened to an extraordinary general meeting on Monday June 27, 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.
Notice etc.
Shareholders who wish to participate in the general meeting must:
- On Friday June 17, 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 Friday June 24, 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 June 24, 2022.
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, 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 June 17, 2022. Voting registration requested by shareholders in such time that the registration has been completed by the nominee no later than June 21, 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.
Advance voting
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 michaela.larsson@lindahl.se 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.
Proxy
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 62,493,290 shares and votes in the Company.
Proposed agenda
- 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
- Resolution on authorization for issues of shares to 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 he 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 – Resolution on authorization for issues of shares to the board of directors
The board of directors proposes that the general meeting authorizes the board of directors, for the time until the next annual general meeting, whether on one or several occasions, to increase the Company’s share capital with maximum SEK 1,087,500 by an issue of maximum 8,700,000 shares. The board of directors shall be entitled to resolve on issues of shares with or without deviation from the shareholders’ pre-emption rights and/or by an issue in kind or by way of set-off.
This authorization may only be used to issue shares to the sellers of the company Respiratory Motion, Inc (in accordance with agreements entered into by the Company regarding the acquisition of the company). The board of directors shall be authorized to decide on the terms and conditions regarding issues under this authorization and what persons shall be entitled to subscribe for the shares, something which shall, however, take place in accordance with agreements entered into by the Company.
The reason to propose that the board of directors shall be authorized to resolve on issues with deviation from the shareholders’ pre-emption rights and/or to resolve on issues in kind or by way of set-off, is that the Company shall be able to fulfill concluded agreements on the acquisition of Respiratory Motion, Inc.
It is proposed that CEO shall have the right to make such minor adjustments to this resolution that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
This authorization is a special authorization related to the acquisition mentioned above and shall not affect the general authorization proposed to the annual general meeting of the Company on May 18, 2022.
Majority requirements
Resolutions in accordance with item 6 (authorization for issues to the board of directors) above requires, for its validity, that a minimum of two thirds of both the votes cast and the shares represented at the general meeting.
Processing of personal data
For information regarding the processing of your personal data, please refer to https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy_for_deltagare_pa_bolagsstammor_20181023.pdf
Questions to the board of directors and the CEO
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 slavoljub.grujicic@senzime.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 Wednesday June 22, 2022. The information will also be sent to shareholders who have requested it and stated their address.
Documents
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 June 2022
Senzime AB (publ)
The board of directors