RESOLUTIONS AT SENZIME AB’S (PUBL) EXTRAORDINARY GENERAL MEETING
Senzime AB (publ) (the “Company”) held its Extraordinary General Meeting on September 15, 2017 in the premises of Advokatfirman Lindahl on Vaksalagatan 10 in Uppsala.
The shareholders of the Company have at the Extraordinary General Meeting resolved, in accordance with the board of directors’ proposal, to issue warrants and introduce an employee stock option program.
Motive for introduction of employee stock option program
The Company has found it appropriate to offer employees/management ownership, by way of a well-balanced incentive scheme, where they are given an opportunity to take part of a positive development of the Company. The existence of such a program is also considered to increase the possibilities to attract and to keep qualified staff.
Summary of the resolution
The general meeting resolved to introduce an employee stock option program by means of a directed issue of warrants to the wholly-owned subsidiary of the Company, MD Biomedical AB, and to approve transfer of warrants from the subsidiary to the participants in the employee stock option program. Each warrant entitles to subscription of one (1) ordinary share in the Company.
The issue amounts to 1,300,000 warrants. Approx. 300,000 of these warrants shall be possible to sell in order to strengthen the Company’s liquidity and the equity (as such no effect of the result occurs). The money received by the Company as a consequence of the transfer of these warrants shall be used for payment of the Company’s eventual social security contributions for the program. This means that approx. 1,000,000 warrants shall be allotted within the frame for the employee stock option program to current (maximum 800,000) and future employees (maximum 200,000).
Each warrant shall, during the period until December 31, 2020 entitle to subscription of one (1) share. If full exercise of the warrants occurs, the share capital will increase with SEK 162,500.
The warrants shall be issued without consideration.
The subscription price shall be SEK 8.80. Only the subsidiary shall be entitled to subscribe for the warrants. The subsidiary is entitled to dispose the warrants in order to uphold the commitments of the employee stock option program.
The subscription shall be made on the subscription list no later than September 22, 2017. The board of directors shall however be entitled to extend the subscription period.
A requirement for participation in the employee stock option program is that the employment in the Company is maintained. The employee stock option may not be transferred. The board of directors is responsible for further set-up and management of the employee stock option program under the above stated main conditions.
The allotment is decided by the board of directors according to following categories:
CEO: 160,000 employee stock options
Management group: 120,000 employee stock options/person
Other employees: 80,000 employee stock options/person
Based on the number of current existing shares and warrants, the dilution from the program amounts to maximum 3.2 percent of the share capital and votes in the Company, provided that all employee stock options are exercised for subscription of shares.
The resolution was passed in accordance with the majority requirement in the Swedish Companies Act.
For further information, please contact:
Lena Söderström, CEO of Senzime AB
Tel: +46 708-16 39 12, email: email@example.com
Senzime AB (publ)
Board of directors
TO THE EDITORS
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