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 an extraordinary general meeting on Wednesday 21 August 2019 at 15.00 at the Company’s office at Ulls väg 29B in Uppsala.
Shareholders who wish to participate at the general meeting must:
- on Thursday 15 August 2019, be registered in the share register kept by Euroclear Sweden AB, and
- no later than on Monday 19 August 2019, notify his or her intention to attend the general meeting to the Company, by mail to Ulls väg 29B, 756 51 Uppsala or by e-mail to email@example.com, stating “extraordinary general meeting”.
Such notification shall include the shareholder’s name, personal identification number or corporate registration number, address and telephone number, number of shares, details on advisors (no more than two), if any, and, where applicable, details of representatives or proxies.
In order 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 maintained by Euroclear Sweden AB. Such registration must be duly effected in the share register on Thursday 15 August 2019, and shareholders must therefore advise their nominees well in advance of such date.
Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person, a 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 at the address above in due time prior to the general meeting. The Company provides a power of attorney form at request. The power of attorney 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 49,077,503 shares and votes in the Company.
- Opening of the general meeting and election of chairman of the general meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Approval of the agenda
- Determination as to whether the meeting has been duly convened
- Resolution on a directed issue of shares
- Closing of the general meeting
Proposals to resolutions
Item 1 – Election of chairman of the general meeting
Mattias Prage, solicitor at Lindahl Law firm, is proposed as chairman of the general meeting.
Item 6 – Resolution on a directed issue of shares
The board of directors, with the exception of Adam Dahlberg, and shareholders representing 40 percent of the shares and votes in the Company, propose that the general meeting resolves to increase the Company’s share capital not more than SEK 421,348.375 by an issue of not more than 3,370,787 new shares on the terms and conditions set out below.
- The right to subscribe for new shares shall, with deviation from the shareholders pre-emption rights, belong to the persons, and with the allocation, as stated below.
|Subscriber||Number of shares|
|Segulah Venture AB||330,000|
|Fruholmen Invest AB||120,000|
|Ulf Lindskogs dödsbo||458,427|
- The reason for the deviation from the shareholders pre-emption rights is that the Company shall be able to, in a time- and cost-effective manner, raise funding for the Company's expansion in Europe and product launch in the USA. The proposed new issue strengthens the ownership of the Company with investors focusing on the pharmaceutical industry and the medical technology industry, which is strategically important for the Company. In addition, compared to a traditional rights issue, a directed issue allows the Company to carry out a financing in a time‑efficient manner and at significantly lower costs. In light of this, the new issue, on the proposed terms, is deemed to be in the interests of the shareholders in the Company.
- Subscription shall be made on a subscription list no later than 28 August 2019. The board of directors shall have the right to extend the subscription period.
- The new shares are issued at a subscription price of SEK 8.90 per share, which corresponds to the average price for the Company’s share during the period from 22 July 2019 to 24 July 2019. Upon full subscription the Company will consequently raise approximately SEK 30 million before transaction costs.
- Payment for new shares shall be made no later than 4 September 2019 through payment in cash. The board of directors shall have the right to extend the payment period.
- 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 the new shares have been recorded in the share register kept by Euroclear Sweden AB.
- 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 item 6 is valid only if supported by shareholders holding at least nine-tenths of both the votes cast and the shares represented at the general meeting.
Information at the general meeting
The board of directors and the managing director shall, upon request by any shareholder and where the board of directors determines that it 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.
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 Wednesday 7 August 2019. The documents will also be sent, without charge, to shareholders who so request and state their postal address. The documents will also be held available and presented at the general meeting.
Uppsala in August 2019
Senzime AB (publ)
The board of directors