Communique from the annual general meeting in Senzime AB (publ)
The annual general meeting in Senzime AB (publ) was held on 8 May 2019 at the company’s offices on Ulls väg 29B in Uppsala whereby the shareholders primarily resolved on the following matters.
A. Annual report and results
The general meeting adopted the income statement and the balance sheet for the financial year 2018 and resolved, in accordance with the board of directors’ proposal, that the result according to the approved income statement would be transferred on a new account. No dividends shall be paid.
B. Discharge from liability
The general meeting granted the board members of the board of directors and the managing director discharge from liability for the management of the company’s business for the financial year 2018.
C. Remuneration to the board of directors and the auditor
The general meeting resolved that the chairman shall receive remuneration with SEK 100,000 and that other board members shall receive remuneration with SEK 50,000 each. Furthermore, it was resolved that no remuneration shall be paid to a board member who during 2019 has received payments from the Company for consulting services exceeding twice the remuneration.
The general meeting further resolved that the auditor shall receive remuneration according to approved invoices.
D. Election of board of directors and auditor
The general meeting resolved that the board of directors shall consist of five directors and that no deputy directors shall be appointed.
The general meeting resolved, for the period until the end of the next annual general meeting, to re-elect Adam Dahlberg, Philip Siberg, Ulf Lindskog, Sorin Brull and Lennart Kalén as board members. Philip Siberg was elected as the chairman of the board of directors.
It was resolved to re-elect PricewaterhouseCoopers AB, with Leonard Daun as chief auditor until the next annual general meeting.
E. Nomination committee for the annual general meeting 2020
The general meeting resolved to adopt principles for the appointment of the nomination committee for the annual general meeting 2020. It was decided that the members of the Nomination Committee for the 2020 annual general meeting will be composed of representatives of the three largest shareholders together with the chairman of the board.
F. Introduction of an incentive program through a directed issue of warrants
The general meeting resolved to introduce an incentive program through a directed issue of warrants to participants in the incentive program. Based on the existing number of shares in the Company, the dilutive effect of the proposed incentive program, assuming that all warrants are exercised for subscription of new shares, will be approximately 0.8 per cent of the shares and approximately 0.8 per cent of the votes.
The resolution entails a directed issue of not more than 400,000 warrants on the following terms and conditions.
- The right to subscribe for new warrants shall, with deviation from the shareholders pre-emption rights, only belong to CEO Pia Renaudin.
- The reason for the deviation from the shareholders’ pre-emption rights is that the new issue forms part of the introduction of the incentive program, whereby the subscriber is given the opportunity to take part of a positive development in the Company. The existence of such a program is expected to increase the possibility of attracting and retaining qualified employees.
- Subscription of warrants shall be made on a subscription list not later than Wednesday 5 June 2019. The board of directors shall have the right to extend the subscription period.
- For each warrant that is subscribed for the subscriber shall pay SEK 0.542, which is deemed to be the market value for a warrant established in accordance with the Black & Scholes warrant pricing model. The board of directors shall have the right to extend the payment period.
- Each warrant entitles to subscription for one new share in the Company at a subscription price of SEK 12.
- Subscription of shares upon exercise of the warrants shall be made in accordance with the term and conditions for the warrants during the period from the date of registration of the issue of warrants with the Swedish Companies Registration Office up to and including 7 May 2022
- If all warrants are exercised for subscription of shares, the Company’s registered share capital will increase by approximately SEK 50,000 (taking into account the current quota value and assuming that no recalculation takes place in accordance with the warrant terms).
- A new share that has been issued by virtue of a warrant entitles to dividends for the first time on the first record date for dividend that take place after the subscription of new shares has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
The complete proposal to introduce the incentive program is available at the Company´s website, www.senzime.com.
G. Authorisation
The general meeting resolved to authorise the board of directors, for the period up to the next annual general meeting, to issue shares, warrants and/or convertible instruments. The authorisation may be used with deviation from the shareholders’ pre-emption rights and/or an issue in kind of by way of set-off or otherwise on terms set out in the Swedish Companies Act. The authorisation may be used to increase the Company’s share capital with not more than SEK 613,469.
All resolutions at the annual general meeting were adopted unanimously.
For further information, please contact:
Pia Renaudin, CEO of Senzime AB
Tel: +46 708-13 34 17, e-mail: pia.renaudin@senzime.com
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Senzime AB (publ)
The board of directors
About Senzime
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, +46(0)8-528 00 399, is Certified Adviser for Senzime. www.senzime.com
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