UPPSALA, SWEDEN / ACCESSWIRE / April 17, 2024 / Senzime (STO:SEZI)(OTCQX:SNZZF) The shareholders in Senzime AB (publ) corp. reg. no 556565-5734 (the "Company") are hereby convened to an annual general meeting on Thursday 16 May 2024, at 09.00 at Advokatfirman Lindahl's premises on Vaksalagatan 10, Uppsala.
Notice etc.
Shareholders who wish to participate in the annual general meeting must:
- be registered in the share register kept by Euroclear Sweden AB on Tuesday 7 May 2024 (the record date), and
- notify his or her intention to attend the annual general meeting to the Company no later than Tuesday 14 May 2024, by mail to Advokatfirman Lindahl, Att: Michaela Larsson, Box 1203, 751 42 Uppsala or by e-mail to michaela.larsson@lindahl.se stating "annual 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.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee through a bank or other trustee must, in addition to notify his or her intention to attend the general meeting, register their shares in their own name so that the shareholder is included in the share register kept by Euroclear Sweden on 7 May 2024. Such registration may be temporary (so-called voting rights registration) and shall be requested by shareholders in such time and in accordance with the routines that the nominee determines. Voting rights registrations that have been completed by the nominee no later than 10 May 2024 will be considered in the preparation of the share register.
Proxy
Shareholders represented by proxy 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 mail at the address mentioned above in due time prior to the general meeting. Alternatively, the original power of attorney and certificate of registration may be brought and presented at the general meeting. The Company provides a power of attorney form at request and on the Company's website, www.senzime.com.
Number of shares and votes
As of the date of this notice, there are a total of 119,705,523 shares and votes in the Company.
Proposed agenda
- 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
- Presentation of the annual report, the auditor's report, the consolidated accounts and the consolidated auditors' report as well as the auditor's opinion on whether the annual general meeting's guidelines on remuneration to senior executives have been complied with
- Resolutions on:
a) adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet;
b) allocation of the Company's result according to the adopted balance sheet; and
c) discharge from liability for each of the members of the board of directors and the CEO - Resolution on the number of members of the board of directors and the number of deputy members of the board of directors (if any)
- Resolution on remuneration to the board of directors and auditor
- Election of members of the board of directors, chairman of the board of directors, vice chairman of the board of directors and deputy members of the board of directors
- Election of auditor
- Resolution on nomination committee for the next annual general meeting
- Resolution on guidelines for remuneration to the senior management
- Presentation of the board of director's remuneration report for approval
- Resolution on introducing incentive program 2024/2028
- Resolution on an authorization (for remaining issues to sellers of Respiratory Motion)
- Resolution on a general authorization
- Closing of the general meeting
Proposals to resolutions
Item 1 - Election of chairman of the general meeting
The nomination committee, consisting of Adam Dahlberg (chair), Gabriel Urwitz, Malin (OTC:MLLNF) Björkmo and Fredrik Rapp, proposes that Mattias Prage, lawyer at Advokatfirman Lindahl KB, is elected as chairman of the general meeting or, in his absence, the person otherwise appointed by the board of directors.
Item 7b) - Allocation of the Company's results according to the adopted balance sheet
The board of directors proposes that no dividends shall be paid for the financial year 2023 and that the Company's result is carried forward to a new account.
Item 8 - Resolution on the number of members of the board of directors and number of deputy members of the board of directors
The nomination committee proposes that the board of directors shall consist of six (6) directors without any deputy directors.
Item 9 - Resolution on remuneration to the board of directors and the auditor
The nomination committee proposes that the annual general meeting determines that remuneration shall be paid to the chairman with SEK 450,000, to the vice chairman with SEK 300,000 and to other members of the board of directors with SEK 210,000. The proposal entails the introduction of remuneration to the vice chairman. The proposed fees for the chairman and the other board members remain unchanged compared to the renumeration levels determined at the annual general meeting in 2023. Additionally, it is proposed that no remuneration shall be paid to a board member who during the financial year of 2023 has received payments from the Company for consulting services which in total exceed an amount corresponding to twice the board remuneration resolved at the annual general meeting 2023 (SEK 420,000). No special remuneration shall be paid for participation in special committees.
Furthermore, the nomination committee proposes that remuneration to the auditor is paid according to approved invoice.
Item 10 - Election of members of the board of directors, chairman of the board of directors, vice chairman of the board of directors and deputy members of the board of directors
The nomination committee proposes re-election of Per Wold-Olsen, Adam Dahlberg, Sorin Brull, Eva Walde, Göran Brorsson and Lars Axelson as members of the board of directors.
It is proposed that Per Wold-Olsen is elected as chairman of the board of directors, and Adam Dahlberg as vice chairman of the board of directors.
All elections are proposed to apply until the end of next year's annual meeting.
Item 11 - Election of auditor
The nomination committee proposes, in accordance with the audit committee's proposal, that Öhrlings PriceWaterhouseCoopers AB is re‘appointed as auditor of the Company, with Lars Kylberg as principal auditor.
Item 12 - Resolution on nomination committee for the next annual general meeting
The nomination committee proposes that the annual general meeting resolves to establish a nomination committee and to adopt instructions for the nomination committee's work prior to the 2025 annual general meeting in accordance with the principles set out below.
Principles for the appointment of members of the nomination committee.
The general meeting instructs the chairman of the board to contact the three largest shareholders in terms of votes according to Euroclear's share register as of 30 September 2024, who each appoint a member of the nomination committee. In the event that any of the three largest shareholders does not wish to appoint a member of the nomination committee, the fourth largest shareholder shall be consulted (and so on) until the nomination committee consists of three members.
The majority of the nomination committee's members shall be independent in relation to the Company and the Company management. The chairman of the board shall not be a member of the nomination committee, but shall be co-opted to the nomination committee's meetings. The CEO or another person from the Company management may not be a member of the nomination committee. At least one of the members of the nomination committee must be independent in relation to the largest shareholder in the Company in terms of votes or a group of shareholders who collaborate on the Company's administration. Board members other than the chairman of the board may be members of the nomination committee, but may not constitute a majority of the nomination committee's members.
The members of the nomination committee shall be published on the Company's website no later than six months before the next annual general meeting. The website shall also provide information on how shareholders can submit proposals to the nomination committee.
The term of office for the appointed nomination committee shall run until a new nomination committee has been appointed in accordance with the mandate from the next annual general meeting.
The nomination committee appoints a chairman from among its members. The chairman of the board or another board member shall not be the chairman of the nomination committee.
If a member leaves the nomination committee before its term is completed, and if the nomination committee considers that there is a need to replace this member, the nomination committee shall appoint a new member in accordance with the principles above, but based on Euroclear's printout of the share register as soon as possible, as soon as the member has left its post. Changes in the composition of the nomination committee shall be announced immediately.
Tasks of the nomination committee
The nomination committee shall submit proposals for resolutions on the following issues to the 2025 annual general meeting:
a) Election of the chairman of the annual general meeting,
b) Resolution on the number of board members,
c) Resolution on the fees and other remuneration to the board of directors and its committees, divided between the chairperson and other members,
d) Resolution on the fees to the auditors,
e) Election of board members and chairman of the board,
f) Election of auditors, and
g) Proposal for principles for the composition and instructions regarding work of the nomination committee in preparation for the annual general meeting 2026.
When preparing the proposal regarding the election of board members and chairman of the board - and otherwise in its work - the nomination committee shall apply paragraph 4.1 of the Swedish Code of Corporate Governance (the "Code"), which concerns diversity, breadth and gender balance amongst the members of the board of directors. The nomination committee shall also in other aspects, when preparing proposals for the 2025 annual general meeting adhere to the provisions of the Code.
The work of the nomination committee
The nomination committee shall meet as often as is necessary for the nomination committee to fulfil its duties, but at least once per year. Notices convening meetings are issued by the chairman of the nomination committee. If a member requests that the nomination committee be convened, the request shall be complied with.
The nomination committee is quorate if at least two members are present. Resolutions of the nomination committee shall be adopted by a simple majority of the members present or, in the event of a tied vote, the chairman shall have the casting vote.
Remuneration
No remuneration shall be paid to the committee members for their work on the nomination committee. The Company shall however bear reasonable costs that the nomination committee deem necessary for the committee to fulfil its assignment.
Item 13 - Resolution on guidelines for remuneration for the senior management
The board of directors proposes that the general meeting adopt guidelines for remuneration to senior management as set out below.
Scope and applicability of the guidelines
These guidelines include the Company's CEO and the persons who are part of Senzime's management team from time to time. The guidelines also apply to remuneration to the members of the board, to the extent that such remuneration is paid for work for or provided services to the Company outside the scope of their board assignment.
The guidelines apply to remuneration that is agreed, and to amendments to agreed remuneration that are made, after the guidelines have been adopted by the annual general meeting 2024. Transfers of securities and the right to acquire securities from the Company in the future is considered to be remuneration.
The guidelines do not apply to remuneration which is decided or approved by the annual general meeting, such as incentive programs.
Senior executives who maintain a position as a member or deputy on the board of Group companies shall not receive special board remuneration for such position.
These guidelines shall apply until otherwise decided by the general meeting. However, new guidelines shall be presented by the board and adopted by the general meeting at least every fourth year.
The guidelines' contribution to the Company's business strategy, long-term interests and sustainability
Senzime is a Swedish Company that develops and markets systems, powered by unique algorithms and sensors, to monitor the patient's muscle function 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.
Senzime's vision is improved clinical precision and simplified management in healthcare. By preventing complications and enabling healthcare professionals to follow healthcare guidelines and drug recommendations, the Company's products contribute to shorter hospital stays and lower healthcare costs. The Company's development portfolio also includes innovative, patient-oriented solutions that enable automated and continuous measurement of biological substances such as glucose and lactate in blood and tissue fluids.
Senzime's business model means that the Company works with development and sales together with distributors, licensees and other partners or under its own management.
A successful implementation of the Company's strategy and the safeguarding of the Company's long-term interests prerequires that the Company can recruit and retain management with good competence and capacity to achieve set goals. This requires that the Company can offer competitive remuneration. These guidelines contribute to the Company's business strategy, long-term interests and sustainability by giving the Company the opportunity to offer senior executives a competitive remuneration.
Remuneration forms
The remuneration offered must be market-based and may consist of fixed salary, variable cash remuneration, pension benefits and other benefits.
Fixed salary must be individual for each senior manager and be based on the manager's position, responsibility, competence, experience and performance. The senior manager may be offered the opportunity to change salaries between fixed salary and pension respectively other benefits, provided that it is cost-neutral for the Company.
Variable remuneration shall be related to the outcome of the Company's goals and strategies and shall be based on predetermined and measurable criteria designed with the aim of promoting long-term value creation. The proportion of the total remuneration that consists of variable remuneration must be able to vary depending on the position. In the case of the CEO and other senior executives, the variable remuneration may correspond to a maximum of 100 percent of the annual fixed salary. The variable remuneration shall not be pensionable, insofar as nothing else follows from mandatory collective agreement provisions. The board shall be able, in accordance with law or agreement, with the limitations that follow from it, to fully or partially recover variable remuneration paid on incorrect grounds.
Pension benefits shall be premium based, insofar as the executive is not covered by defined-benefit pension in accordance with mandatory collective agreement provisions. The pension premiums for premium based pensions may amount to a maximum of 40 percent of the senior executive's annual fixed salary.
Other benefits may include car benefits, occupational health care, life and health insurance and other similar benefits. Other benefits may correspond to a maximum of 10 percent of the senior manager's annual fixed salary.
Consultancy fees must be market-based. To the extent that consulting services are performed by a board member of the Company, the board member concerned is not entitled to participate in the board's (or the remuneration committee's) preparation of issues concerning remuneration for the relevant consulting services.
In addition to and independently of these guidelines, the annual general meeting may decide on share-based payments and the like.
Criteria for payment of variable remuneration
The criteria for variable remuneration shall be determined annually by the board in order to ensure that the criteria are in line with Senzime's current business strategy and financial targets. The criteria can be individual or collective, financial or non-financial and shall be designed in such a way that they promote the Company's business strategy, sustainability strategy and long-term interests. The criteria may, for example, be linked to the Company achieving certain business-related goals, for example regarding sales and permits. The criteria can also be linked to the employee itself, for example that the employee must have worked within the Company for a certain period of time.
The period on which the assessment of whether the criteria have been met or not must be at least one year. The assessment of the extent to which the criteria have been met shall be made when the measurement period has ended. The assessment of whether financial criteria have been met shall be based on the most recently published financial information by the Company. The board decides on the payment of any variable remuneration after preparation by the remuneration committee.
Salary and terms of employment for employees
In order to assess the reasonableness of the guidelines, the board has taken into account the salary and terms of employment for the Company's employees when preparing the proposal for these guidelines. In doing so, the board has taken into account information regarding the employees' total remuneration, what forms the remuneration consists of and the increase and growth rate of the remuneration over time
Termination period and severance pay
With regard to the CEO, the notice period in the event of termination by the Company shall not exceed twelve months, while the notice period in the event of termination by the CEO shall not exceed six months.
With regard to senior management other than the CEO, the notice period in the event of termination by the Company shall be a minimum of three months and a maximum of twelve months, while the notice period in the event of termination by the senior manager shall be a minimum of three months and a maximum of six months, unless otherwise follows from law.
Severance pay can be paid to senior management in the event of termination by the Company. Fixed salary during the notice period and severance pay may not, in aggregate, exceed an amount corresponding to the fixed salary for one year.
Compensation may be paid for non-compete undertakings. Such compensation shall compensate for any loss of income and shall only be paid to the extent that the former senior manager has no right to severance pay. The remuneration may amount to a maximum of 60 percent of the senior manager's fixed salary at the time of termination, unless otherwise follows from mandatory collective agreement provisions. Such compensation may be paid during the period in which the compete undertaking is valid, which may not exceed 12 months after the termination of employment, with the possibility of settlement against other income from employment or pursuant to a consulting agreement.
Decision-making process for establishing, reviewing and implementing the guidelines
The board has established a remuneration committee and the committee's mains tasks include preparing the board's decisions regarding renumeration principles, renumeration and other terms of employment for the Company management, monitoring and evaluating ongoing and under the year completed programs for variable remuneration to the senior management, and monitoring and evaluating the application of the guidelines for remuneration to the senior management which is to be decided by the general meeting, and renumeration structures and levels in the Company. The committee's tasks also include preparing the board's decision on proposals for guidelines for remuneration to the senior management.
The board shall prepare proposals for new guidelines in the event of a need for significant changes to the guidelines, however, at least every fourth year. The board shall submit the proposal for resolution to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting.
In order to avoid conflicts of interest, the senior management will not participate in the board's processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Deviations from the guidelines
The board may decide to temporarily deviate from the guidelines only in individual cases if there are special and considerable reasons for doing so and the deviation is necessary to meet Company's long-term interests and sustainability or to ensure the Company's financial viability.
Special and considerable reasons may, for example, be that a deviation is deemed necessary in order to recruit or retain key personnel or in extraordinary circumstances such as that the Company achieves a certain desired result in a shorter time than planned, that the Company succeeds in concluding a certain agreement in a shorter time and with better conditions than anticipated or that the Company increases in value or increases its sales or profit to a greater extent than forecasted.
Item 15 - Resolution on introducing incentive program 2024/2028
The board of directors of the Company proposes that the annual general meeting resolves (A) on the introduction of an employee stock option program ("Program 2024/2028" or the "Program") intended for the Company's or the group's employees and key employees, (B) on a directed issue of warrants to the wholly owned subsidiary of the Company MD Biomedical AB, corp. reg. no. 556837-0273 (the "Subsidiary"), to ensure the Company's delivery of shares under the employee stock option program and to cover any cash flow effects due to social security costs as a result of 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 according to A, B and C above must be made as one decision and are thus conditional to each other.
The board of directors considers that it is important and in all shareholders' interests that the Company's employees, who are deemed 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 earnings development, and increase the participants' motivation and relationship with the Company and its shareholders. The board also considers that the employee stock option program creates the conditions for limiting future salary costs, as the program becomes part of the participants' remuneration package and replaces, partially or entirely, any bonus programs.
The maximum dilution effect of the proposed incentive program, assuming that all warrants are exercised for subscription of new shares, will be approximately 0.98 percent of the share capital in the Company. The estimation has been made in relation to the number of outstanding shares and allocated options in the Company at the date of the notice of the extra general meeting (including options issued to cover cash flow effects as a result of any social security contributions). For the relationship to previous incentive programs in the Company, see below.
This proposal was prepared by the board in consultation with external counsel.
The employee stock option program in relation to other remuneration
In general. The Company shall offer terms in line with market conditions that enable the Company to recruit and retain competent personnel and other key personnel. The Company therefore needs to be able to offer competitive total compensation to its personnel. Remuneration to the employees shall comprise a fixed salary, variable remuneration in some cases, pensions and other customary benefits (when applicable) 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 of the Company.
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. Program 2024/2028
The board of directors proposes that the annual general meeting resolves on the introduction of Program 2024/2028 on essentially the following terms.
- The Program shall include not more than 1,100,000 employee stock options.
- The employee stock options shall be assigned to the Program participants free of charge.
- The Program for 2024/2028 shall include employees and other key personnel in the Company or the group. Board members will not participate in the Program. Employee stock options shall be offered and granted to employees and other key personnel of the Company or the group based on the participants' competence, qualifications, performance, significance for the Company and individual fixed income. Fifty (50 %) percent of the options in the Program are intended for employees and key personnel employed in the USA. The maximum number of options that a participant can be offered within the Program is as followed, divided by category:
- Management: up to 95,000 options per participant (maximum of 9 participants);
- Key individuals level 1: up to 30,000 options per participant (maximum of 20 participants); and
- Key individuals level 2: up to 10,000 options per participant (maximum of 10 participants).
- Resolution of allotment of employee stock options shall be made no later than 31 December 2024. Allocation can, however, take place earlier or later after a resolution by the board.
- Allotted employee stock options shall be vested over a three-year period in accordance with the following:
- 20% of the allotted employee stock options will be vested on 1 October 2025;
- 20% of the granted employee stock options will be vested on 1 October 2026; and
- 60% of the allotted employee stock options will be vested on 1 October 2027.
- If the board deems it appropriate for commercial reasons, the board may decide to deviate from the schedule above for one or more participants.
- Vesting requires that the participant is still employed in the Company or a group Company at each vesting date. If a participant ceases to be employed in the Company or group 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. However, if the board deems it appropriate in an individual case, the board may resolve on deviation from this item.
- Exercising period. Participants can exercise granted and earned employee stock options during the period 1 October 2027 to 1 October 2028 (the "Exercising Period").
- Goal fulfilment. The employee stock options may be exercised to subscribe for shares in the Company, in accordance with the terms of the employee stock options, whereby certain strategic and operational goals may be established. Any goals will be determined by the CEO or the board in advance and shall be drawn up objectively and related to the business. Examples of goals are sales and profit targets, development goals and share price.
- Exercise Price. Each employee stock option entitles the participant to, during the Exercise Period (after potential goal fulfilment according to item 8 above), acquire one (1) new share in the Company at an exercise price, corresponding to 125 percent of the average volume-weighted share price of the Company's share on Nasdaq Stockholm during the period of ten (10) trading days preceding the shareholders' meeting on 16 May 2024.
- The right to participate in the Program is subject to the participant entering into an option agreement with the Company in the format indicated by the Company.
- Issued employee stock options do not constitute securities and may not be transferred, pledged or otherwise disposed by the holder.
- 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.
- 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. The board or the person appointed by the board shall also have the right to decide on such minor adjustments that, for example for tax reasons, may be required for the purpose of the Program to be fulfilled for participants who reside and work for the group outside Sweden.
B. Directed issue of warrants to the Subsidiary
To enable the Company's delivery of shares under employee stock option Program 2024/2028 and to cover potential social security costs arising from the employee stock option Program, the board of directors proposes that the annual general meeting resolves on a directed issue of a maximum of 1,210,000 warrants, out of which maximum of 1,100,000 warrants to cover the Company's delivery of shares un the employee stock option Program and a maximum of 110,000 warrants to cover cash flow effects from potential social security costs arising from the Program, according to the following terms.
- The right to subscribe for the warrants shall, with deviation from the shareholders pre-emption rights, apply to the Subsidiary.
- The reason for the deviation from the shareholders' pre-emption rights is that the issue forms a part in the introduction of Program 2024/2028 and to cover cash flow effects from potential social security costs arising from the Program.
- 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.
- Subscription of warrants shall be made on a subscription list within three weeks from the date of the resolution of the annual general meeting. The board of directors shall have the right to extend the subscription period.
- 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 average volume-weighted share price of the Company's share on Nasdaq Stockholm during the period of ten (10) trading days preceding the shareholders' meeting on 16 May 2024.
- Subscription of shares through the exercise of the warrants shall be done in accordance with the terms and conditions for the warrants from 1 October 2027 to 1 October 2028.
- If all warrants are exercised for subscription of shares, the Company's registered share capital will increase by approximately SEK 151,250 (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 through a warrant entitles to dividends for the first time on the first record date for dividends that takes place after the subscription of new shares have been registered with the Swedish Companies Registration Office and registered in the share register kept by Euroclear Sweden AB.
- 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 stated in "Terms and conditions for warrants 2024/2028, 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 certain situations.
C. Approval of transfer of warrants or shares in the Company
The board of directors proposes that the annual general meeting resolves to approve (i) that the Subsidiary may transfer a maximum of 1,100,000 warrants or shares in the Company to participants in the Program, or otherwise dispose of the warrants to secure the Company's commitments due to the Program in connection with the participants exercising the employee stock options for subscription of new shares, and (ii) that the Subsidiary may dispose of no more than 110,000 warrants to cover potential cash flow effects from social security costs in accordance with the terms of the Program.
Miscellaneous
Costs relating to Program 2024/2028
The employee stock option Program has been designed in consultation with external legal and financial advisors. The cost of this advice is estimated at not more than SEK 50,000 (excluding VAT).
In addition to the advisory costs, the board of directors considers that the 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. These costs cannot currently be calculated with proper reliability, but as the proposal includes the issuance of options to cover cash flow effects as a result of any social security contributions, the Company's costs may be considered planned/managed in a satisfactory manner.
Previous incentive programs in the Company; dilution
The Company currently has three ongoing incentive programs:
- employee stock option program 2021/2025 - 456,050 options (of these, 435,000 options have been allotted),
- employee stock option program 2022/2026 - 900,000 options (fully allotted)
- employee stock option program 2023/2027 - 1,000,000 options (of these, 995,000 options have been allotted).
In connection to the option programs above, an additional 395,450 options have been issued to the Subsidiary, which can be used to cover any cash flow effects as a result of social costs due to the option program (options that the Company can use to cover potential cash flow effects as a result of social costs due to all outstanding programs are hereafter referred to as "Hedge Options").
Based on the existing number of shares and outstanding warrants at the time of this notice, the potential dilution due to all outstanding programs (which includes the now proposed Program, including the Hedge Options), will not exceed approximately 3.02 percent (assuming that all warrants are exercised for new subscription of shares). The now proposed Program (including Hedge Options) accounts for a dilution of approximately 0.98 percent. The potential dilution due to all outstanding programs (including the now proposed Program 2024/2028 but excluding Hedge Options), will not exceed approximately 2.62 percent (assuming that all warrants are exercised for new subscription of shares). For a more detailed description of the Company's share-related incentive program, please refer to the annual report for the financial year 2023.
Item 16 - Resolution on an authorization (for remaining issues to sellers of Respiratory Motion)
The board of directors proposes that the general meeting authorizes the board of directors, for the time until the next annual general meeting, whether on one or several occasions, to increase the Company's share capital with maximum SEK 6,250 by an issue of maximum 50,000 shares. The board of directors shall be entitled to resolve on issues of shares with or without deviation from the shareholders' pre-emption rights and/or by an issue in kind or by way of setoff.
This authorization may only be used to issue shares to the sellers of the company Respiratory Motion, Inc (in accordance with agreements entered into by the Company regarding the acquisition of the company). The board of directors shall be authorized to decide on the terms and conditions regarding issues under this authorization and what persons shall be entitled to subscribe for the shares, something which shall, however, take place in accordance with agreements entered into by the Company.
The reason to propose that the board of directors shall be authorized to resolve on issues with deviation from the shareholders' pre-emption rights and/or to resolve on issues in kind or by way of set-off, is that the Company shall be able to fulfill concluded agreements on the acquisition of Respiratory Motion, Inc.
The CEO, or any other person appointed by the board of directors, shall have the right to make such minor adjustments to this resolution that may be necessary in connection with registration thereof.
This authorization is a special authorization related to the acquisition mentioned above and shall not affect the general authorization proposed that follows in Item 17 below.
Item 17 - Resolution on a general authorization
The board of directors proposes that the annual general meeting authorizes the board of directors, for the time until the next annual general meeting, whether on one or several occasions, to increase the Company's share capital with no more than twenty (20 %) percent of the total share capital in the Company when the authorization is utilized for the first time. The board of directors shall be able to resolve on issues of shares, warrants and/ or convertible instruments with or without deviation from the shareholders' pre-emption rights and/or by an issue in kind or by way of set-off or other conditions as referred to in the Swedish Companies Act.
The board of directors shall have the right to determine the terms and conditions for issues under this authorization and who shall have the right to subscribe for the instruments issued. The terms shall be in accordance with market terms. The purpose of the authorization is to enable the board of directors to issue instruments in connection with, for example, acquisitions or entering into collaboration agreements, and to give the board flexibility in the work of ensuring that the Company, in an appropriate manner, can be provided with capital to finance the Company's continued operations and to enable a broadening of the owner base in the Company.
The CEO, or any other person appointed by the board of directors, shall have the right to make such minor adjustments to this resolution that may be necessary in connection with registration thereof.
Majority requirements
Resolutions according to A, B and C in item 15 (incentive program) above must be made as one decision and are thus conditional to each other. Resolutions according to this item requires, for its validity, a minimum of nine tenths of both the votes cast and the shares represented at the general meeting.
Resolutions in accordance with item 16 and 17 (authorization) above requires, for its validity, a minimum of two thirds 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/Privacy-notice-bolagsstammor-engelska.pdf
The shareholders' right to information at the general meeting
The board of directors and the CEO shall, up request by any shareholder, and where the board of directors deems that such information may be provided without significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda or the Company's financial position as well as the Company's relationship to other group companies. Shareholders can submit questions in advance to the Company, to the address Ulls väg 41, Uppsala or through e-mail to Slavoljub.Grujicic@senzime.com.
Documents
The annual report and the auditor's report, complete proposals for resolutions, remuneration report in accordance with Chapter 8 Section 53 of the Swedish Companies Act, the auditor's opinion in accordance with Chapter 8 Section 54 of the Swedish Companies Act as well as other documents according to the Swedish Companies Act will be held available at the Company (Ulls väg 41, Uppsala) and at the Company's website, www.senzime.com, no later than three weeks before the meeting, i.e., no later than 25 April 2024. The documents will also be sent, without charge, to shareholders who so request and inform the Company of their postal address. The documents will also be held available and presented at the general meeting.
Uppsala in April 2024
Senzime AB (publ)
The board of directors
For further information, please contact:
Philip Siberg, CEO of Senzime AB
Phone: +46 (0) 707 90 67 34, e-mail: philip.siberg@senzime.com
Slavoljub Grujicic, CFO
Phone: +46 (0) 76 306 60 11, e-mail: slavoljub.grujicic@senzime.com
About Senzime
Senzime, headquartered in Sweden, is a leading medical device company that develops, manufactures, and markets CE- and FDA-cleared patient monitoring systems. The company provides an innovative portfolio of solutions, including the TetraGraph® and ExSpiron® 2Xi for accurate monitoring of neuromuscular and respiratory functions, typically under and after surgery. The goal is to help eliminate in-hospital complications, and radically reduce health care costs related to surgical and high acuity procedures.
Senzime targets a market opportunity valued more than SEK 40 billion per year, and operates with sales teams in the world's leading markets. The company's shares are listed on Nasdaq Stockholm Main Market (Nasdaq: SEZI) and cross-traded in the US on the OTCQX market (OTCQX: SNZZF). More information is available at senzime.com.
Attachments
Notice of Annual General Meeting in Senzime ab (PUBL)
SOURCE: Senzime
View the original press release on accesswire.com