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 AM (local time) on Monday 5 March 2018 in the office of Advokatfirman Lindahl at Vaksalagatan 10, 753 20, Uppsala.

Notice etc.

Shareholders who wish to participate at the extraordinary general meeting must:

-                         on Tuesday 27 February 2018 be registered in the share register kept by Euroclear Sweden AB; and

-                         no later than Thursday 1 March 2018 at 3 PM notify his or her intention to attend the general meeting by mail to Ulls väg 29 B, 756 51 Uppsala stating “extraordinary general meeting”, or by e-mail to lena.soderstrom@senzime.com.

Such notification shall include the shareholder’s name, personal identification number or corporate registration number, address, telephone number, number of shares, details on advisors if any, and where applicable, details of representatives or proxies.

Nominee-registered shares

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 kept by Euroclear Sweden AB in order to be entitled to attend the general meeting. Such registration must be duly effected in the share register on Tuesday 27 February 2018, and the shareholders must therefore advise their nominees well in advance of such date. Please note that a shareholder who is not registered in the share register is not entitled to vote.

Proxy

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 40,694,223 shares in the Company. The total number of votes are 40,694,223.

Shareholders’ right to information

Shareholders present at the extraordinary general meeting have the right to information regarding matters on the agenda in accordance with Chapter 7, Section 32 and 57 of the Swedish Companies Act.

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 directed share issue (No 1)
  7. Resolution on directed share issue (No 2)
    1. Closing of the general meeting

Proposals to resolutions

Item 6 – Resolution on directed share issue (No 1)

The board of directors proposes that the general meeting resolves to increase the Company’s share capital with not more than SEK 447,917.0004 by an issue of not more than 3,583,336 new shares on the terms and conditions set out below:

  1. The right to subscribe for new shares shall, with deviation from the shareholders pre-emption rights, belong to the following persons/companies:

Subscriber                                          Number of shares         Subscription amount

Segulah Venture AB                        2,500,000 shares            SEK 15,000,000

Mikael Lindskog                                  250,000 shares              SEK 1,500,000

Jerry Fredriksson                                250,000 shares              SEK 1,500,000

Margareta Nilsson                              133,334 shares                 SEK 800,004

Anna Manhusen                                 133,334 shares                 SEK 800,004

Crafoordska stiftelsen                        133,334 shares                 SEK 800,004

Carl Rosenblad                                   100,000 shares                SEK 600,000

Lennart Nilsson                                    83,334 shares                 SEK 500,004

(via wholly-owned company)                                      

Total:                                                3,583,336 shares            SEK 21,500,016

  1. The reason for the deviation from the shareholders’ pre-emption rights is to acquire necessary funds to the Company, tie strategically important investors to the Company, strengthen the ownership base of the Company in order to increase the chances for a successful commercialization of the Company's products and additionally to accomplish a time and cost effective new issue of shares.
  2. Subscription shall be made through payment not later than 7 March 2018. The board of directors shall have the right to extend the subscription and payment period.
  3. The new shares are issued at a price of SEK 6 per share, which at full subscription means that the Company will receive SEK 21,500,016 (prior to issue costs).
  4. The subscription price for the new shares has been negotiated with Segulah Venture AB and corresponds to a discount of approximately 8 percent in comparison with the share weighted average price on the 10 latest trading days.
  5. 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.
  6. 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.

A resolution in accordance with the proposal of the board of directors is valid only if supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting.

Item 7 – Resolution on directed share issue (No 2)

The board of directors proposes that the general meeting resolves to increase the Company’s share capital with not more than SEK 72,916.7501 by an issue of not more than 583,334 new shares on the terms and conditions set out below:

  1. The right to subscribe for new shares shall, with deviation from the shareholders pre-emption rights, belong to the following persons:

Subscriber                                          Number of shares         Subscription amount

Ulf Lindskog                                        400,000 shares              SEK 2,400,000

Adam Dahlberg                                  183,334 shares              SEK 1,100,004

Total:                                                   583,334 shares              SEK 3,500,004

  1. The reason for the deviation from the shareholders’ pre-emption rights is to acquire necessary funds to the Company, tie strategically important investors to the Company, strengthen the ownership base of the Company in order to increase the chances for a successful commercialization of the Company's products and additionally to accomplish a time and cost effective new issue of shares. Accordingly, it is considered to be in the interest of all shareholders to deviate from the pre-emotion right.
  2. Subscription shall be made through payment not later than 7 March 2018. The board of directors shall have the right to extend the subscription and payment period.
  3. The new shares are issued at a price of SEK 6 per share, which at full subscription means that the Company will receive SEK 3,500,004 (prior to issue costs).
  4. The subscription price for the new shares is the same as in the resolution of directed share issue above and has thus been negotiated with Segulah Venture AB. The subscription price corresponds to a discount of approximately 8 percent in comparison with the share weighted average price on the 10 latest trading days. Market conditions have been ensured through the mentioned negotiation and taking into account current market situation.
  5. 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.
  6. 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.

A resolution in accordance with the proposal of the board of directors is valid only if supported by shareholders holding at least nine tenths of both the votes cast and the shares represented at the meeting.

Documentation

Documents according to the Swedish Companies Act will be held available at the Company’s office with address Ulls väg 29 B, 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 2018

Senzime AB (publ)

The board of directors

Tags:

About Us

Senzime develops unique patient-oriented monitoring systems that make it possible to assess patients' biochemical and physiological processes before, during and after surgery. The portfolio of technologies includes bedside systems that enable automated and continuous monitoring of life-critical substances such as glucose and lactate in both blood and tissues, as well as systems to monitor patients’ neuromuscular function perioperatively and in the intensive care medicine setting. The solutions are designed to ensure maximum patient benefit, reduce complications associated with surgery and anesthesia, and decrease health care costs. Senzime operates in growing markets that in Europe and the United States are valued in excess of SEK 10 billion. The company's shares are listed on Nasdaq First North (ticker SEZI). FNCA is Certified Adviser for Senzime. www.senzime.com

Subscribe

Documents & Links