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Articles of association

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 4,500,000 and not more than SEK 18,000,000.

5. Number of shares

The number of shares in the company shall be not less than 35,000,000 and not more than 140,000,000.

6. 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.

7. 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.

8. 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.

9. Financial year

The financial year shall be 1 January – 31 December.

10. 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).

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Adopted at Annual General Meeting on 11 May 2021