Notice of extra general meeting in Senzime AB (Publ)

Press release: Uppsala, June 18, 2020. The shareholders in Senzime AB (publ) corp. reg. no 556565-5734 (the “Company”) are hereby convened to an extra general meeting on Thursday 2 July 2020 in Uppsala.

The extra general meeting will be carried out solely through advance postal voting due to the Corona pandemic (Covid-19). This means that the shareholders in the Company may not attend to the general meeting in person nor to be represented by proxy. The shareholders may exercise their voting rights at the general meeting through postal voting in accordance with the instructions in this notice of extra general meeting.

Right to attend the extra general meeting

Due to the corona pandemic and in order to  ensure the health and safety of shareholders, employees and other stakeholders, the board of directors in Senzime has resolved that the shareholders in Senzime may not attend to the general meeting in person nor to be represented by proxy and that no other person may attend to the general meeting in accordance with Section 20-26 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

The shareholders shall instead be able to exercise their voting rights by advance voting, so called postal voting. Shareholders who wish to exercise their voting rights at the extra general meeting through postal voting must, in order to be able to postal vote before the extra general meeting, be registered in the share register kept by Euroclear Sweden AB on Friday 26 June 2020 (the record date).

Nominee-registered shares

In order to be entitled to postal vote at 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. Such registration must be duly effected in the share register no later than on the record date, i.e. Friday 26 June 2020. Shareholders must therefore advise their nominees well in advance of such date.

Postal voting due to Covid-19

The extra general meeting will take place Thursday 2 July 2020. No shareholder may however attend to the general meeting in person nor to be represented by at proxy and no other person may attend to the general meeting in person.

The shareholder in the Company may instead exercise its voting right at the extra general meeting through postal voting in advance before the general meeting with regards to the items listed in proposed agenda on this notice. 

A special form shall be used for the postal voting. The form is enclosed to this notice as Schedule 1 and is also available at the Company’s website, www.senzime.com. The form for postal voting is used both as a form for notification to attend the general meeting and for the purpose of exercising the shareholders voting rights regarding the matters that are listed in the proposed agenda. 

The postal voting form shall be provided to the Company no later than on Wednesday 1 July 2020, i.e the day before the extra general meeting. Forms that are received later will not be considered. The filled-in form shall be submitted to the Company by email or post.  A shareholder cannot provide any specific instructions or conditions on the form. In such case, the vote is invalid.

The shareholders may select that a decision of any of the items that are listed in the proposed agenda shall be postponed to a so called continued general meeting which will not be held only through postal voting. Such continued general meeting regarding a decision in a certain matter shall take place if the general meeting decides upon such continued general meeting or upon the request of shareholders holding at least one tenths of all shares in the Company.

A shareholder cannot give any other instructions than selecting one of the options specified at each item in the form. In such case, the vote is invalid.

Please see the postal voting form for more information about the terms for the postal voting and instructions on how to postal vote as a shareholder of the Company. For questions, please contact the Company’s CFO Erik Bergman by email: erik.bergman@senzime.com. 

If the shareholder is a legal entity, a certificate of registration or equivalent document for the legal entity shall be enclosed with the form. The same applies if the shareholder postal votes by proxy, for which the following applies as well.

Shareholders who wish to exercise their voting rights by a proxy, i.e. an authorized proxy fills in and submits the postal voting form to the Company on behalf of the shareholder, must submit a dated power of attorney. If the power of attorney is executed by a legal person, a certified copy of the certificate of registration or equivalent must be attached. 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 post to the Company together with the form for postal voting. A power of attorney form is enclosed to this notice and is also available at the Company’s website, www.senzime.com. Further instructions and terms appear on the form for postal voting.

Number of shares and votes

As of this date, there are a total of 57 348 290 shares and votes in the Company.

Proposed agenda

1. Opening of the general meeting and election of chairman of the general meeting
2. Postal voting and voting list
3. Election of one or two persons to attest the minutes
4. Approval of the agenda
5. Determination as to whether the meeting has been duly convened
6. Resolution on (A) employee stock option program 2020/2023, (B) directed issue of warrants, and (C) approval of transfer
7. Resolution on (A) employee stock option program 2020/2024, (B) directed issue of warrants, and (C) approval of transfer
8. Closing of the general meeting

Proposals to resolutions

Item 0 – Election of chairman of the general meeting

Mattias Prage, lawyer at Advokatfirman Lindahl KB, is proposed as chairman of the general meeting and Amanda Sjöberg, lawyer at Advokatfirman Lindahl, is proposed to be in charge of the minutes.

Item 2 – Postal voting and voting list

Since shareholders who choose to exercise their voting rights at the general meeting will exercise such rights through postal voting, it is not possible to obtain the general meeting’s approval of the voting list at the general meeting. With this background, the board of directors proposes that the voting list is being set up and approved by the chairman of the general meeting.

Item 3 – Election of one or two persons to attest the minutes

The board proposes that Erik Bergman, together with the chairman, attest the minutes.

Item 6 – Resolution on (A) employee stock option program 2020/2023, (B) directed issue of warrants, and (C) approval of transfer

Introduction

The board proposes that the general meeting of shareholders resolves

(A) on the introduction of an employee stock option program for one of the Company’s employees, Anders Selin,

(B) on a directed issue of warrants to the Company’s wholly owned subsidiary MD Biomedical AB, corp.reg.no 556837-0273 (the ”Subsidiary”), in order to ensure the Company’s delivery of shares according to the employee stock option program and to cover cash flow effects from potential social security costs arising from the employee stock option program, and

(C) on approval of transfer of warrants or shares in the Company from the Subsidiary to the participant in the employee stock option program. Resolutions in accordance with A, B and C above are conditional on each other and are therefore proposed to be adopted jointly.

The introduction of this employee stock option program is in line with the terms of employment that the Company has agreed on with Anders Selin in March 2019. Therefor, the program is a part of the Company’s fulfillment of its obligations set out in the employment agreement.

The maximum dilution effect of this employee stock option program is estimated to 0.2 percent of the share capital and the votes in the Company (calculated based on the number of existing shares in the Company), provided full exercise of all employee stock options. The estimation has been made in relation to the number of outstanding shares in the Company at the date of the notice of the extra general meeting.

This proposal was prepared by the board in consultation with external counsel.

A. Employee stock option program 2020/2023

The board proposes that the general meeting of shareholders resolves on the introduction of employee stock option program 2020/2023 essentially on the following terms:

1. The program shall include not more than 100,000 employee stock options.
2. The employee stock options shall be assigned to the program participant free of charge.
3. Employee stock options shall be offered and assigned to Anders Selin, Vice President Global Sales, or to a company wholly-owned by him, at which what is stated below shall apply to such company correspondingly. The assignment of employee stock options shall occur immediately after the general meeting has been carried out.
4. Allotted employee stock options shall be vested over a three-year period in accordance with the following:

• 20 percent of the allotted employee stock options will be vested on 1 July 2021;
• 20 percent of the allotted employee stock options will be vested on 1 July 2022; and
• 60 percent of the allotted employee stock options will be vested on 1 July 2022.

5. Vesting requires that the participant is still employed in the Company at each vesting date. If a participant ceases to be employed in the Company further vesting will not take place. However, the participant is entitled to maintain and subsequently exercise already vested employee stock options after the termination of employment, provided that the employment of the participant has not been terminated through termination or dismissal on the basis that the participant has not fulfilled its obligations in accordance with the employment agreement or in accordance with law and regulations, at which the Company’s obligation to deliver shares, and the participant’s  possibility to exercise his or hers employee stock options, ceases in its entirety.
6. The participant may exercise allotted and vested employee stock options during the period from 1 July 2023 to 30 September 2023.
7. The employee stock options may be exercised for the subscription of shares in the Company, in accordance with the terms for the employee stock options, provided that certain strategic and operational goals are achieved. The goals will be set by CEO of the Company. Examples of goals are sales and profit targets, development goals and share price.
8. Each employee stock option shall entitle the holder to, during the exercising period set out in section 6 above and when the goals have been achieved in accordance with section 7 above, acquire one (1) new share in the Company at an exercise price corresponding to 125 percent of the volume-weighted average price of the Company’s share according to Nasdaq First North Growth Market’s price list during the period of 20 trading days from the day of the extra general meeting that this notice is referring to. The calculated exercise price shall be rounded off to the nearest even hundredth SEK, whereupon SEK 0.005 will be rounded up.
9. The right to participate in this employee stock option program is subject to the participant entering into an option agreement with the Company in the format indicated by the Company.
10. Issued employee stock options do not constitute securities and may not be transferred, pledged or otherwise disposed by the holder.
11. If a general meeting should resolve on, for example, an increase or decrease of the number of shares in the Company during the term of the employee stock options, recalculation may be performed to maintain the value of the employee stock options. Decisions on recalculation shall be made by the board of directors of the Company.
12. The board or a person designated by the board shall have the right to decide on the minor deviations in the program that may be needed to fulfil the purpose of the program.
13. Participation in the employee stock option program requires, first, that such participation may lawfully be made, secondly, that such participation according to the Company's assessment can be made with reasonable administrative costs and financial efforts.

B. Directed issue of warrants to the Subsidiary

To enable the Company's delivery of shares under this employee stock option program and to cover potential social security costs arising from the employee stock option program, the board of directors proposes that the extra general meeting of shareholders resolves on a directed issue of no more than 135 000 warrants, out of which 100 000 warrants to cover the Company’s delivery of shares un the employee stock option program and 35 000 warrants to cover cash flow effects from potential social security costs arising from the employee stock option program, according to the following terms.

1. The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, apply to the Subsidiary. Oversubscription cannot occur.
2. The reason for the deviation from the shareholders’ preferential rights is that the issue is a step in the introduction of the employee stock option program, and to cover cash flow effects from potential social security costs arising from the employee stock option program.
3. The warrants are issued free of charge. The reason for that is that the warrants are issued to the Subsidiary as a part of establishing the program.
4. Subscription of warrants shall be made through subscription on a subscription list within three weeks from the date of the decision of the general meeting. The board has the right to extend the subscription period.
5. Each warrant shall entitle a right to acquire one (1) new share in the Company at a subscription price corresponding to 125 percent of the volume-weighted average price of the Company’s share according to Nasdaq First North Growth Market’s price list during the period of 20 trading days from the day of the extra general meeting that this notice is referring to. The calculated exercise price shall be rounded off to the nearest even hundredth SEK, whereupon SEK 0.005 will be rounded up.
6. Subscription of shares through the exercise of the warrants shall be done in accordance with the terms for the warrants from the 1 July 2023 to, at the latest, the 30 September 2023. 
7. If all warrants are exercised for subscription of shares, the Company’s registered share capital will increase by approximately SEK 12 500 (taking into account the current quota value and assuming that no recalculation takes place in accordance with the warrant terms).
8. Shares issued due to Subscription will confer entitlement to dividends for the first time on the next record day for dividends after the new Shares have been registered with the Swedish Companies Registration Office and registered in the share ledger kept by Euroclear.
9. The board of directors, or a person designated by the board, is authorized to make minor adjustments that are required for the registration and execution of the decision

The complete terms and conditions for the warrants are set out in “Terms and conditions of warrants of series 2020/2023, Senzime AB (publ)’’. In the terms and conditions, it is stated that the subscription price, as well as the number of new shares to which each warrant entitles the holder to subscribe, may be recalculated in the event of a bonus issue, issue of shares and certain other cases.

C. Approval of transfer of warrants or shares in the Company

The board of directors proposes that the general meeting of shareholders resolves to approve (i) that the Subsidiary may transfer no more than 100,000 warrants or shares in the Company to the participant in the employee stock option program, or otherwise dispose of the warrants to secure the Company's commitments in connection with the program in connection with that the participant exercise the employee stock option for subscription of new shares, and (ii) that the Subsidiary may dispose of no more than 35 000 warrants to cover potential cash flow effects from social security costs in accordance with the terms of the program.

Miscellaneous

Costs relating to the employee stock option program 2020/2023

The employee stock option program has been designed in consultation with external legal and financial advisors. The cost of this advice is estimated (together with the program set out in section 7 below) at not more than SEK 50,000 (exclusive of VAT).

In addition to the advisory costs, the board of directors considers that the employee stock option program will entail costs in the form of social security contributions and administrative costs in connection with subscription of shares through exercise of the warrants and registration with the Swedish Companies Registration Office.

Outstanding incentive programs in the Company

Currently, the Company has one outstanding warrant program that comprises all employees and one outstanding warrant program that comprises the Chief Executive Officer. Based on the number of shares and outstanding warrants at the time of this notice, the dilutive effect as a result of the program in question, assuming that all warrants are exercised for subscription of new shares, will not exceed 0.2 percent of the shares and votes in the Company. For a more detailed description of the Company's share-based incentive programs, please refer to the annual reports for 2018 and 2019.

Item 7 – Resolution on (A) employee stock option program 2020/2024, (B) directed issue of warrants, and (C) approval of transfer

Introduction

The board proposes that the general meeting of shareholders resolves

(A) on the introduction of an employee stock option program for the Company’s employees,

(B) on a directed issue of warrants to the Subsidiary, in order to ensure the Company’s delivery of shares according to the employee stock option program and to cover cash flow effects from potential social security costs arising from the employee stock option program, and

(C) on approval of transfer of warrants or shares in the Company from the Subsidiary to the participants in the employee stock option program. Resolutions in accordance with A, B and C above are conditional on each other and are therefore proposed to be adopted jointly.

The board considers that it is essential and in all shareholders’ interest that the Company’s employees, who are considered to be important for the Company's further development, have a long-term interest in a good growth in value of the shares in the Company. A personal long-term ownership commitment can be expected to contribute to an increased interest in the Company's operations and development, as well as raise the participants’ motivation to achieve or exceed the Company's strategic and operational goals, and to create a sense of community between the employees and the shareholders. The board also considers that the employee stock option program creates opportunities to limit future salary costs since the program partially forms a part of the participants renumeration package and replaces, partially or entirely, any bonus programs.

The maximum dilution effect of this employee stock option program is estimated to 1.9 percent of the share capital and the votes in the Company (calculated based on the number of existing shares in the Company), provided full exercise of all employee stock options. The estimation has been made in relation to the number of outstanding shares in the Company at the date of the notice of the extra general meeting.

This proposal was prepared by the board in consultation with external counsel.

The employee stock option program in relation to other renumerations

In general. The Company shall offer terms of employment that are in line with market rates so that the company can recruit and retain skilled personnel and the Company shall therefor offer a total compensation to its employees that are in line with market rates. Remuneration to the employees shall comprise a fixed salary, variable remuneration in some cases, pensions and other customary benefits and, upon the decision of the general meeting, a possibility to take part in long-term incentive programs. Remuneration is based on the individual’s commitment and performance in relation to previously established goals, both individual goals and goals for the entire company. Individual performance is continuously evaluated. Examples of goals are sales and profit targets, development goals and share price.

Fixed salary and variable renumeration. The fixed salary is generally reviewed on an annual basis and shall take into account the individual’s level of responsibility and degree. The share of the fixed salary in relation to potential variable compensation shall be determined in relation to the employee’s responsibility and authority. The variable renumeration shall in each case be limited to a maximum amount in advance and shall be connected to pre-determined and measurable criteria and designed to promote long-term value creation. 

Long-term incentive programs. The board intends to introduce a long-term employee stock program to the employees of the company in accordance with the proposal below. The incentive program has been set up for the purpose of increasing the interest in the Company's business and contributing to a positive development of the business. The vesting period until a share may be acquired may not be less than 3 years.

Pension. Pension benefits shall be offered on market terms in relation to what applies to corresponding employees in the market and shall be based on a defined contribution scheme.

A. Employee stock option program 2020/2024

The board proposes that the general meeting of shareholders resolves on the introduction of employee stock option program 2020/2024 essentially on the following terms:

1. The employee stock option program 2020/2024 shall include not more than 1 100,000 employee stock options.
2. The employee stock options shall be assigned to the program participants free of charge.
3. Employee stock options shall be offered and assigned to the employees of the Company based on each participant individual performance during an evaluation period that will go on until the den 31 December 2020 (the "Evaluation Period").
4. The evaluation and subsequently the allotment of employee stock options to the employee categories management group and other employees shall be decided by the Company’s CEO in February 2021. Evaluation and subsequently allotment of employee stock options to the CEO shall be decided by the board in February 2021. The maximum amount of employee stock options that may be allotted to participants in each employee category is listed below.

• CEO: The CEO may be allotted no more than 200,000 employee stock options.
• Management group: participants in this category may be allotted no more than 500 000 employee stock options collectively. However, each participant may be allotted no more than 100,000 employee stock options.
• Other employees: participants in this category may be allotted no more than 30,000 employee stock options.

5. Allotted employee stock options shall be vested over a three-year period in accordance with the following:

• 20 percent of the allotted employee stock options will be vested on 1 February 2022;
• 20 percent of the allotted employee stock options will be vested on 1 February 2023; and
• 60 percent of the allotted employee stock options will be vested on 1 February 2024.

6. With regards to participants who have been employed after the end of the Evaluation Period, such participants may be allotted employee stock options at two pre-determined dates, 1 February 2022 and 1 February 2023. The Company’s CEO is entitled to, after an evaluation of the participant in question, allot employee stock options to such employee, however, the CEO should take into consideration the maximum amount for each employee category as set out in section 4 above. For such allotment, the amount of time remaining until till commencement of the exercising period shall be taken into consideration. Allotted options may be vested for a period until den commencement of the exercising period. The CEO is entitled to decide upon the further conditions for such vesting. Furthermore, such participants are subject to a modified exercise price (please see section 11 below). 
7. Vesting requires that the participant is still employed in the Company at each vesting date. If a participant ceases to be employed in the Company, further vesting will not take place. However, the participant is entitled to maintain and subsequently exercise already vested employee stock options after the termination of employment, provided that the employment of the participant has not been terminated through termination or dismissal on the basis that the participant has not fulfilled its obligations in accordance with the employment agreement or in accordance with law and regulations, at which the Company’s obligation to deliver shares, and the participant’s  possibility to exercise his or hers employee stock options, ceases in its entirety.
8. The participants may exercise allotted and vested employee stock options during the period from 1 February 2024 to 30 April 2024.
9. The employee stock options may be exercised for the subscription of shares in the Company, in accordance with the terms for the employee stock options, provided that certain strategic and operational goals are achieved. The goals will be set by CEO of the Company with regards to the employee categories management group and other employees and set by the board of directors with regards to the Company’s CEO and shall be drawn up objectively and related to the business. Examples of goals are sales and profit targets, development goals and share price.
10. This section 10 shall apply, with regards to the exercise price, to participants who have been employed during the Evaluation Period and who subsequently may be allotted employee stock options after the Evaluation Period. Each employee stock option shall entitle such holder to, during the exercising period set out in section 8 above and when the goals have been achieved in accordance with section 9 above, acquire one (1) new share in the Company at an exercise price corresponding to 125 percent of the volume-weighted average price of the Company’s share according to Nasdaq First North Growth Market’s price list during the period of 20 trading days from the day of the extra general meeting that this notice is referring to. The calculated exercise price shall be rounded off to the nearest even hundredth SEK, whereupon SEK 0.005 will be rounded up.
11. This section 11 shall apply, with regards to the exercise price, to participants who have not been employed during the Evaluation Period and who subsequently will be allotted employee stock options in accordance with section 6 above instead. Each employee stock option shall entitle such holder to, during the exercising period set out in section 8 above and when the goals have been achieved in accordance with section 9 above, acquire one (1) new share in the Company at an exercise price corresponding to 125 percent of the volume-weighted average price of the Company’s share according to Nasdaq First North Growth Market’s price list during the period of 20 trading days from the day of  allotment. The exercise price may however not be lower than the exercise price calculated in accordance with section 11. The calculated exercise price shall be rounded off to the nearest even hundredth SEK, whereupon SEK 0.005 will be rounded up.
12. The right to participate in employee stock option program 2020/2024 is subject to the participant entering into an option agreement with the Company in the format indicated by the Company.
13. Issued employee stock options do not constitute securities and may not be transferred, pledged or otherwise disposed by the holder.
14. If a general meeting should resolve on, for example, an increase or decrease of the number of shares in the Company during the term of the employee stock options, recalculation may be performed to maintain the value of the employee stock options. Decisions on recalculation shall be made by the board of directors of the Company.
15. The board or a person designated by the board shall have the right to decide on the minor deviations in the program that may be needed to fulfill the purpose of the program.
16. Participation in the employee stock option program requires, first, that such participation may lawfully be made, secondly, that such participation according to the Company's assessment can be made with reasonable administrative costs and financial efforts.

B. Directed issue of warrants to the Subsidiary

To enable the Company's delivery of shares under employee stock option program 2020/2024 and to cover potential social security costs arising from the employee stock option program, the board of directors proposes that the extra general meeting of shareholders resolves on a directed issue of no more than 1 700 000 warrants, out of which 1 100 000 warrants to cover the Company’s delivery of shares un the employee stock option program and 600 000 warrants to cover cash flow effects from potential social security costs arising from the employee stock option program, according to the following terms.

1. The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, apply to the Subsidiary. Oversubscription cannot occur.
2. The reason for the deviation from the shareholders’ preferential rights is that the issue is a step in the introduction of employee stock option program 2020/2024, and to cover cash flow effects from potential social security costs arising from employee stock option program 2020/2024.
3. The warrants are issued free of charge. The reason for that is that the warrants are issued to the Subsidiary as a part of establishing the program.
4. Subscription of warrants shall be made through subscription on a subscription list within three weeks from the date of the decision of the general meeting. The board has the right to extend the subscription period.
5. Each warrant shall entitle a right to acquire one (1) new share in the Company at a subscription price corresponding to 125 percent of the volume-weighted average price of the Company’s share according to Nasdaq First North Growth Market’s price list during the period of 20 trading days from the day of the extra general meeting that this notice is referring to. The calculated exercise price shall be rounded off to the nearest even hundredth SEK, whereupon SEK 0.005 will be rounded up.
6. Subscription of shares through the exercise of the warrants shall be done in accordance with the terms for the warrants from the 1 February 2024 to, at the latest, the 30 April 2024. 
7. If all warrants are exercised for subscription of shares, the Company’s registered share capital will increase by approximately SEK 43 750 (taking into account the current quota value and assuming that no recalculation takes place in accordance with the warrant terms).
8. Shares issued due to Subscription will confer entitlement to dividends for the first time on the next record day for dividends after the new Shares have been registered with the Swedish Companies Registration Office and registered in the share ledger kept by Euroclear.
9. The board of directors, or a person designated by the board, is authorized to make minor adjustments that are required for the registration and execution of the decision

The complete terms and conditions for the warrants are set out in “Terms and conditions of warrants of series 2020/2024, Senzime AB (publ)’’. In the terms and conditions, it is stated that the subscription price, as well as the number of new shares to which each warrant entitles the holder to subscribe, may be recalculated in the event of a bonus issue, issue of shares and certain other cases.

C. Approval of transfer of warrants or shares in the Company

The board of directors proposes that the general meeting of shareholders resolves to approve (i) that the Subsidiary may transfer no more than 1 100,000 warrants or shares in the Company to participants in program, or otherwise dispose of the warrants to secure the Company's commitments in connection with the program in connection with that the participants exercise the employee stock option for subscription of new shares, and (ii) that the Subsidiary may dispose of no more than 600 000 warrants to cover potential cash flow effects from social security costs in accordance with the terms of the program.

Miscellaneous

Costs relating to the employee stock option program 2020/2024

The employee stock option program has been designed in consultation with external legal and financial advisors. The cost of this advice is estimated (together with the program set out in section 6 above) at not more than SEK 50,000 (exclusive of VAT).

In addition to the advisory costs, the board of directors considers that the employee stock option program will entail costs in the form of social security contributions and administrative costs in connection with subscription of shares through exercise of the warrants and registration with the Swedish Companies Registration Office.

Outstanding incentive programs in the Company

Currently, the Company has one outstanding warrant program that comprises all employees and one outstanding warrant program that comprises the Chief Executive Officer. Based on the number of shares and outstanding warrants at the time of this notice, the dilutive effect as a result of the programs in question, assuming that all warrants are exercised for subscription of new shares, will not exceed 1.9 percent of the shares and votes in the Company. For a more detailed description of the Company's share-based incentive programs, please refer to the annual reports for 2018 and 2019.

Majority requirements

Resolutions in accordance with item 6 and 7 are valid only if supported by shareholders holding at least nine tenths 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.

Information at the extra general meeting

The board of directors and the managing director shall, upon a written request by any shareholder within ten (10) days before the extra general meeting, if can be done without material harm to the Company, provide information on circumstances which may affect the assessment of a matter on the agenda, and circumstances which may affect the assessment of the Company’s financial position by holding this information available in a written format at the Company and at the Company’s website ww.senzime.com, at latest five (5) days before the extra general meeting.

Documents

Documents according to the Swedish Companies Act will be held available at the Company’s offices at Ulls väg 29B, 756 51 Uppsala, no later than two weeks before the meeting, i.e. no later than Thursday 18 June 2020. The documents will also be sent, without charge, to shareholders who so request and state their postal address.

Uppsala in June 2020

Senzime AB (publ)

The board of directors

For further information, please contact:

Pia Renaudin, CEO

Tel: +46 70-813 34 17, e-mail: pia.renaudin@senzime.com

Erik Bergman, CFO

Tel: +46 73-58 81 59, e-mail: erik.bergman@senzime.com

TO THE EDITORS

About Senzime

Senzime develops and markets systems, driven by unique algorithms and sensors, to follow patients ' nervous systems and electrical impulses – before, during and after surgery. The company's solution is called TetraGraph, a medical technology system that digitally and continuously measures the degree of neuromuscular blockade in the patient. The goal is improved clinical precision and simplified management in healthcare. By preventing complications and enabling healthcare professionals to follow health care guidelines and drug recommendations, TetraGraph contributes to shorter hospitalizations and lower health care costs – in a world where everyone wakes up safely after surgery. The vision is a world without narcotics-related complications. 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 Growth Market (ticker SEZI). FNCA Sweden AB, +46 (0)8-528 00 399, info@fnca.se, is Certified Adviser for Senzime. www.senzime.com