1. Company
The company name is Senzime AB (publ).
2. Registered Office
The registered office of the company is in Uppsala municipality.
3. Objective
The company’s objective is to carry out development, manufacturing and sales of medical technology equipment and other business compatible therewith.
4. Share capital
The company’s share capital shall be not less than SEK 15,000,000 and not more than SEK 60,000,000.
5. The shares
The number of shares in the Company shall be not less than 120,000,000 and not more than 480,000,000. Shares may be issued in two classes, common shares and Class C shares. Common shares carry one (1) vote per share, while Class C shares carry one-tenth (1/10) of a vote per share. Shares of each class may be issued up to an amount corresponding to the entire share capital.
Class C shares do not entitle the holder to dividends. In the event of the Company's liquidation, Class C shares entitle the holder to an equal share in the Company's assets as other shares, but not exceeding an amount corresponding to the share's quota value.
If the Company resolves to issue new shares through a cash or set-off issue, an existing share shall grant a preferential right to new shares of the same class in proportion to the number of shares previously held by the shareholder (primary preferential right). Shares not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential right). If the shares offered in this way are insufficient for the subscription made with subsidiary preferential rights, the shares shall be allocated among the subscribers in proportion to the total number of shares they previously hold in the Company. To the extent that this cannot be done with respect to a certain share or shares, allocation shall be made by drawing lots.
The above shall not imply any restriction on the possibility of resolving on a cash issue or a set-off issue with deviation from the shareholders' preferential rights.
The provisions above regarding shareholders' preferential rights shall apply correspondingly to the issuance of warrants and convertibles.
If the Company resolves to issue shares of only one class through a cash or set-off issue, all shareholders, regardless of class, shall have preferential rights to subscribe for new shares in proportion to the number of shares they previously hold.
In the event of an increase in share capital through a bonus issue, new shares shall be issued for each class in proportion to the number of shares of the same class already existing. In such cases, old shares of a certain class shall entitle the holder to new shares of the same class. The foregoing shall not imply any restriction on the possibility of issuing shares of a new class through a bonus issue, following the necessary amendment of the articles of association.
A reduction of the share capital, but not below the minimum allowed share capital, may, upon request by the owner of a Class C share and following a decision by the Company's board or general meeting, be effected through the redemption of Class C shares. A request from a shareholder must be made in writing. When a reduction decision is made, an amount corresponding to the reduction amount shall be allocated to the reserve fund, provided that the necessary funds are available. The redemption amount per Class C share shall be the share's quota value.
An owner of a share that has been registered for redemption shall be obliged to immediately receive payment for the share upon receiving notice of the redemption decision or, where the approval of the Swedish Companies Registration Office or the court is required for the reduction, upon receiving notice that the legally binding decision has been registered.
6. Conversion
Class C shares held by the Company may be converted into common shares upon resolution by the board. The board shall thereafter immediately notify the Swedish Companies Registration Office of the conversion for registration. The conversion is executed when the registration has been completed and the conversion has been recorded in the share register.
7. Board of directors and auditor
The board of directors shall consist of not less than three (3) and not more than ten (10) board members with no deputy board members. It is elected annually at an ordinary general meeting for the time until the next ordinary general meeting has been held. One (1) or two (2) auditors with or without deputy auditors are elected annually at an ordinary general meeting for the time until the next ordinary general meeting has been held.
8. Notice
Notice to attend an ordinary general meeting or an extraordinary general meeting where an amendment of the articles of association shall be addressed, shall be issued no earlier than six (6) and no later than four (4) weeks prior to the general meeting. Notice to attend other extraordinary general meetings shall be issued no earlier than six (6) and no later than three (3) weeks prior to the general meeting. Notice to attend a general meeting shall be announced in The Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) and on the company’s website. The fact that notice has been issued shall be announced in Dagens Nyheter.
Shareholders who wish to participate at a general meeting shall, in addition to requirements for participation set out in the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)), also notify the company thereof no later than on the date stated in the notice to attend the general meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting. Shareholders may be accompanied by one or two advisors at a general meeting provided that the shareholder has given the company notice of the number of advisors in the manner stated in the previous paragraph.
9. General meeting
Ordinary general meetings are held annually within six (6) months after the end of the financial year.
At an annual general meeting, the following matters shall be addressed:
1. Election of chairman of the general meeting
2. Preparation and approval of the voting list
3. Election of one or two persons to attest the minutes
4. Determination as to whether the meeting has been duly convened
5. Presentation of the annual report and the auditor’s report and, were applicable, the consolidated annual report and the auditor’s report on the consolidated annual report
6. Resolutions on:
a) adoption of the income statement and the balance sheet and, where applicable, 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 managing director
7. Determination of remuneration to the board of directors and the auditor
8. Election of members of the board of directors and deputy members of the board of directors and auditor and deputy auditor, if any
9. Any other matter incumbent on the general meeting according to the Swedish Companies Act or the articles of association
At a general meeting any person entitled to vote may vote for the total number of shares that such person holds and represents, without limitation in the number of votes.
10. Financial year
The financial year shall be 1 January – 31 December.
11. CSD clause
The company’s shares shall be registered in a central securities depository register pursuant to the Financial Instruments Accounts Act (Sw. lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).
_____________________
Adopted at Annual General Meeting on 19 May 2026