Notice of extra general meeting in Senzime AB (publ)
Press release: Uppsala, February 19, 2021. The shareholders in Senzime AB (publ) corp. reg. no 556565-5734 (the “Company”) are hereby convened to an extra general meeting on Friday 5 March 2021 in Uppsala.
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 Thursday 25 February 2021 (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. Thursday 25 February 2021. Shareholders must therefore advise their nominees well in advance of such date. Voting rights registration which have been requested by the shareholders at such time that the registration has been done by nominee not later than Monday 1 March 2021 will be considered when producing the share register. If the registration is not duly effected in time, such affected shareholders are not entitled to postal vote at the general meeting,
Postal voting due to Covid-19
The extra general meeting will take place 5 March 2021. 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 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 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 Thursday 4 March 2021, 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’s representative Advokatfirman Lindahl KB by email to amanda.sjoberg@lindahl.se or by post to Advokatfirman Lindahl KB, Box 1203, 751 42 Uppsala. Please mark ‘‘Senzime AB’’ on the envelope.
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 un such case 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’s representative Advokatfirman Lindahl KB, Box 1203, 751 42 Uppsala. together with the form for postal voting. Please mark ‘‘Senzime AB’’ on the envelope. The company will provide a power of attorney form upon request and such form is also available at the Company’s website, www.senzime.com.
Number of shares and votes
As of this date, there are a total of 62 493 290 shares and votes in the Company.
Proposed agenda
Opening of the general meeting and election of chairman of the general meeting
Postal voting and voting list
Election of one or two persons to attest the minutes
Approval of the agenda
Determination as to whether the meeting has been duly convened
Election of new member of the board of directors
Closing of the general meeting
Proposals to resolutions
Item 1 – 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 - Election of new member of the board of directors
The nomination committee – consisting of Adam Dahlberg, Lennart Kalén, Malin Björkmo and Philip Siberg - proposes election of Eva Walde as new member of the board of directors. Eva Walde has been acting as adjoint board member since October 2020, with the plan to propose Eva Walde as a new member of the board of directors at the next annual meeting. The information announced earlier this week regarding the plan to apply for listing on the Nasdaq Stockholm’s Main Market, have, however, made the Company consider it important to offer Eva Walde an ordinary seat on the board of directors as soon as possible, thus the reason for this extra general meeting to be held. Furthermore, the nomination committee proposes that no remuneration shall be paid to Eva Walde for the period until the annual general meeting 2021.
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 19 February 2021. The documents will also be sent, without charge, to shareholders who so request and state their postal address.
Uppsala in February 2021
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