Notice of Extraordinary General Meeting in Senzime AB (publ)
The shareholders in Senzime AB (publ) reg. no. 556565-5734 (the “Company”) are hereby convened to the extraordinary general meeting at 9.30 (local time) on Friday 3 March 2017 in the premises of Advokatfirman Lindahl at Vaksalagatan 10, 753 20, Uppsala.
Shareholders who wish to participate at the extraordinary general meeting must:
- on Saturday 25 February 2017 be registered in the share register kept by Euroclear Sweden AB and
- no later than Monday 27 February 2017 at 3 pm notify his or her intention to attend the general meeting by mail to Vallvägen 4A, 756 51 Uppsala stating “extraordinary general meeting”, or by e-mail to firstname.lastname@example.org.
Such notification shall include the shareholder’s name, personal identification number or corporate registration number, address and daytime telephone number, number of shares, details on advisors if any, and where applicable, details of representatives or proxies.
To be entitled to participate in the general meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names in the share register maintained by Euroclear Sweden AB in order to be entitled to attend the general meeting. Note that the record date is a Saturday, and therefore such registration must be duly effected in the share register on Friday 24 February 2017 and the shareholders must therefore advise their nominees well in advance of such date.
Shareholders represented by proxy must submit a dated proxy. If the proxy is executed by a legal person, a certified copy of the certificate of registration or equivalent must be attached. The proxy may not be valid for a period longer than five years from its issuance. The original proxy and certificate of registration should be submitted to the Company by post at the address mentioned above in due time prior to the general meeting. The Company provides a form of proxy at request and it is also available at the Company’s website, www.senzime.com.
Number of shares and votes
As of the date of this notice, there are a total of 36 172 643 shares in the Company. The total number of votes are 36 172 643.
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 new issue of shares with pre-emption rights for existing shareholders
7. Closing of the general meeting
Proposals to resolutions
Item 6 – Resolution on new issue of shares with pre-emption rights for existing shareholders
The board of directors proposes that the general meeting resolves to increase the Company’s share capital with not more than SEK 565,198 by an issue of not more than 4,521,581 shares on the terms and conditions set out below: If full subscription, the Company will be added approximately MSEK 24,4 (before costs associated with the issue).
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, where each (1) existing share entitles to one (1) subscription right. Eight (8) subscription rights entitle to subscribe for one (1) share in the Company.
2. In the event that all new shares are not subscribed for with subscription rights the board of directors shall, within the limit of the maximum number of shares to be issued, resolve on allocation of shares that are not subscribed for with subscription rights. Such allocation shall firstly be made to subscribers that have used subscription rights in the issue and, in case of oversubscription, in relation to the amount of subscription rights that each subscriber has used to subscribe for new shares and, to the extent this is not possible, by drawing of lots. Secondly the allocation shall be made to shareholders and other subscribers without subscription rights and, in case of oversubscription, in relation to the number of shares that each one has indicated an interest to subscribe.
3. The shares that have not been subscribed for with subscription rights or without subscription rights according to item 2 above, shall be allocated to the guarantors of the rights issue pro rata in relation to the guaranteed compensation amount.
4. The record date for determining which shareholders are entitled to participate in the new issue of shares with subscription rights shall be Friday 10 March 2017.
5. Subscription with subscription rights shall be made by cash payment or on a separate subscription list during the period from 14 March 2017 until 28 March 2017. The board of directors shall have the right to extend the subscription period.
6. Application for subscription of shares without subscription rights shall be made during the period mentioned in item 5 above. Subscription shall in such cases be made on a separate subscription list. Payment for shares subscribed for without subscription rights shall be made by cash no later than three (3) banking days after information regarding allotment of shares was sent. The board of directors shall have the right to extend such subscription and payment period.
7. Subscription of shares of any guarantor shall be made on a separate subscription list no later than three (3) banking days after the time specified in item 5 above. Payment for subscribed and allotted shares shall be made by cash payment no later than three (3) banking days after information regarding allotment of shares was sent. The board of directors shall have the right to extend such subscription and payment period.
8. The new shares are issued at a price of SEK 5.4.
9. 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.
10. 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.
Information at the Extraordinary General Meeting
The board of directors and the managing director shall, upon request by any shareholder and where the board of directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda.
Documents according to the Swedish Companies Act will be held available at the Company’s office with address Vallvägen 4A, 756 51 Uppsala. The documents will also be sent, without charge, to shareholders who so request and inform the Company of their postal address. The documents will also be held available at the extraordinary general meeting.
Uppsala in February 2017
Senzime AB (publ)
The board of directors