Notice of Annual General Meeting in Senzime AB (publ)

UPPSALA, SE / ACCESS Newswire / April 17, 2026 / 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 Tuesday 19 May 2026 at 16.00 at the Company’s premises on Verkstadsgatan 8, house 1, 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 Friday 8 May 2026 (the record date), and

• notify his or her intention to attend the annual general meeting to the Company no later than Tuesday 12 May 2026, 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 8 May 2026. 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 12 May 2026 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 157,215,046 shares and votes in the Company.

Proposed agenda

1. Resolution on introducing incentive program 2026/2030

2. Resolution on a general authorization

3. Closing of the general meeting

Proposals to resolutions

Item 1 – Election of chairman of the general meeting

The nomination committee, consisting of Gabriel Urwitz (chair), Adam Dahlberg and Fredrik Rapp, proposes that Mattias Prage, lawyer at Advokatfirman Lindahl, 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 2025 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

Total remuneration and remuneration structure

The nomination committee proposes that the total remuneration to the board of directors for the period until the end of the annual general meeting 2027 shall consist of the following three components:

1. Cash base remuneration totaling a maximum of SEK 2,025,000

2. Cash remuneration for committee work totaling a maximum of SEK 325,000

3. Share rights equivalent to a total value of up to SEK 1,375,000

However, under this item, resolutions are only made regarding items 1 and 2 above, i.e., the cash remuneration. Item 3 above, regarding share rights, is stated for informational purposes only and is addressed under item 15 below.

Distribution of base fee per person

Remuneration for regular board work is proposed as follows:

• Chairman of the board: SEK 550,000 in cash and SEK 550,000 in share rights.

• Vice chairman: SEK 375,000 in cash. Adam Dahlberg is proposed not to receive any Share Rights and will, if elected, therefore only receive the aforementioned cash remuneration.

• Other board members: SEK 275,000 in cash and SEK 275,000 in share rights. However, members who are not independent from the Segulah group are proposed not to receive any Share Rights.

The nomination committee further proposes that no board remuneration be paid to a board member who during the fiscal year 2026 receives consultancy fees from the Company exceeding a total amount equivalent to twice the cash board remuneration resolved at this annual general meeting.

Remuneration for committee work

The nomination committee proposes that remuneration be paid for work within the board’s committees for the period until the end of the annual general meeting 2027 as follows:

• Audit committee: SEK 75,000 to the chairman and SEK 37,500 to other members.

• Remuneration committee: SEK 50,000 to the chairman and SEK 25,000 to other members.

• R&D committee: SEK 50,000 to the chairman and SEK 25,000 to other members.

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, Ann Costello and Lars Axelsson, as well as election of Wolfgang Reim, as members of the board of directors. Göran Brorsson has declined re-election.

It is proposed that Per Wold-Olsen is re-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.

Details regarding the proposed board member Wolfgang Reim

Wolfgang Reim has a long medical technology industry career including positions as CEO and group president of Dräger Medical during 2000-2006, CEO of the Ultrasound Division of Siemens Healthcare, as well as numerous board and chairman positions in companies such as Elekta AB, GN Store Nord, Carl Zeiss and Ondal Medical Systems. Wolfgang Reim was born in 1956, resides in Germany and has a MSc and Doctors degree in Physics from the Federal Institute of Technology ETH in Zurich.

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 2027 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 2026, 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. 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 normally 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 after 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 2027 annual general meeting:

1. Election of the chairman of the annual general meeting,

2. Resolution on the number of board members,

3. Resolution on the fees and other remuneration to the board of directors and its committees, divided between the chairperson and other members,

4. Resolution on the fees to the auditors,

5. Election of board members, chairman of the board of directors and vice chairman of the board of directors,

6. Election of auditors, and

7. Proposal for principles for the composition and instructions regarding work of the nomination committee in preparation for the annual general meeting 2028.

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“) regarding the diversity policy. The nomination committee shall also in other aspects, when preparing proposals for the 2027 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 14 – Resolution on adoption of new articles of association

The board of directors proposes that the annual general meeting resolves to amend the articles of association to enable the Board Program 2026 (see item 15) and to adjust the limits for the share capital. The introduction of a new share class, Class C shares, is proposed. These Class C shares will be used solely to technically ensure the delivery of shares within the framework of the Board Program 2026 and any future board programs of a similar model.

The proposals are outlined below. The introduction of Class C shares (and related writings) is conditional upon the meeting also resolving in accordance with the proposal in item 15 below.

Current wording	Proposed wording
5 Number of shares	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.	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 (new item added)	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.

It is further proposed that the Company’s CEO is authorized to make any minor adjustments to this resolution that may be necessary in connection with registration with the Swedish Companies Registration Office.

Item 15 – Resolution on the implementation of a shareholder program for board members

The nomination committee proposes that the annual general meeting resolves on the implementation of a shareholder program for board members of Senzime (“Board Program 2026″). The proposal consists of two sub-resolutions, a) and b) below, which are conditional upon each other. Sub-resolution a) contains the terms for Board Program 2026, while sub-resolution b) contains the more technical provisions to enable the delivery of shares to participants in the program. The resolutions under this item 15 are also conditional upon the adoption of the proposal for new articles of association (item 14 above) by the general meeting.

1. Proposal for resolution on Board Program 2026

Background to the proposal

To increase common interests and engagement in the Company’s operations, the nomination committee considers it desirable for board members to be shareholders in the Company. A share-based program is also important for the remuneration to the board to be competitive, which is necessary to attract, retain, and motivate international and competent members to the board. The nomination committee’s assessment is that Board Program 2026 will serve these purposes effectively and in the long term, which in turn benefits the Company and its shareholders. Through Board Program 2026, individual board members will be able to build more significant shareholdings over time (provided that the general meeting also resolves to renew the program at later annual general meetings), which encourages long-term ownership and benefits members who have served and intend to continue serving on the Company’s board for many years. The intention is that similar programs will be proposed at future annual general meetings (which, however, depends on the nomination committee finding it appropriate). The nomination committee encourages board members to retain their received shares at least as long as the member is part of the board, except to finance taxes as a consequence of Board Program 2026.

Board members who are not participating in Board Program 2026

Adam Dahlberg, connected to the Company’s largest shareholder – the Crafoord family and the Crafoord Foundation, and Lars Axelsson, connected to the Company’s second-largest owner, the Segulah group, are not included in Board Program 2026.

Terms for the Share Rights

The following terms shall apply to the Share Rights:

• The Share Rights shall be allocated to participants in Board Program 2026 in accordance with what is stated under the heading Allocation below. Allocation shall take place as soon as practically possible after this annual general meeting (“Allocation Date“).

• The Share Rights vest after approximately one year (equivalent to one term of office as a board member), specifically on the day that falls four weeks before the annual general meeting 2027 (“Vesting Date“), provided that the participant is still a board member on the Vesting Date. The vesting period for Board Program 2026 is one year, which according to the applicable securities market regulations must be justified (as it is shorter than three years). The nomination committee considers that such a shorter period is appropriate and suitable in this case, as the board’s term always extends to the next annual general meeting.

• Vested Share Rights may be exercised after the Vesting Date (but no later than six months thereafter).

• Each vested Share Right entitles the holder to receive one common share in Senzime free of charge.

• The number of Share Rights may be recalculated in the event of changes in the Company’s capital structure affecting the rights, such as a split or consolidation of shares or similar measures. Such recalculation shall be carried out by the Audit Committee in consultation with relevant professional advisors.

• The Share Rights may not be transferred or pledged.

• In the event of a public takeover offer, sale of the Company’s business, liquidation, merger, or other similar transaction affecting Senzime, all Share Rights shall be deemed vested (in connection with the completion of such a transaction).

• The Share Rights shall otherwise be subject to the terms set out in separate agreements with the participants and the detailed terms for Board Program 2026. The agreements with the participants may be signed by the vice chairman of the board on behalf of the Company.

Allocation

The number of Share Rights to be allocated to participants shall correspond to the amount below, divided by the volume-weighted average price of the Company’s share on Nasdaq Stockholm during the 10 trading days prior to the Allocation Date (rounded down to the nearest whole number). The Share Rights in Board Program 2026 are proposed to be allocated as follows:

• Chairman of the board of directors: Share Rights equivalent to SEK 550,000.

• Other board members: Share Rights equivalent to SEK 275,000. Members who are not independent from the Segulah group or Crafoord group are proposed not to receive any Share Rights.

Illustrative example. Board member X is entitled to Share Rights equivalent to SEK 275,000. The volume-weighted average price of the Company’s share during the 10 trading days prior to the Allocation Date is SEK 4.50. Thus, the member is allocated 61,111 Share Rights. Each Share Right entitles the holder to one common share in the Company. If board member X remains on the board at the Vesting Date, the member is thus entitled to receive 61,111 common shares free of charge.

Preparation of the proposal

Board Program 2026 has been initiated by the nomination committee based on an evaluation of previous incentive programs and current market practices for comparable European (including Swedish) listed companies. The proposal has been prepared with the support of the Company’s legal advisors.

Dilution

Assuming a share price at the time of allocation of Share Rights of approximately SEK 4, Board Program 2026 will encompass a maximum total of 343,750 shares, corresponding to a dilution of approximately 0.22 percent based on the number of outstanding shares at the time of the notice. The dilution is expected to have a marginal impact on the Company’s key figure “Earnings per Share.” Information about the Company’s existing incentive programs is available in Senzime’s annual report for 2025, which is available on the Company’s website, www.senzime.com.

Scope and costs of the program

Board Program 2026 will be reported in accordance with “IFRS 2 – Share-based Payment.” IFRS 2 prescribes that the Share Rights shall be expensed as personnel costs over the vesting period. Personnel costs in accordance with IFRS 2 do not affect the Company’s cash flow. Social security contributions will be expensed in the income statement in accordance with UFR 7 during the vesting period.

The program has been established in consultation with external legal and financial advisors and the costs for this advice are estimated to amount to a maximum of SEK 70,000 (excluding VAT).

In addition to the advisory costs and based on the allocation of Share Rights to a total of four board members, including one chairman, the board estimates that the Board Program 2026 will incur costs in the form of social security contributions and administrative costs related to share subscription and registration with the Swedish Companies Registration Office. Assuming that the share price at the allocation of Share Rights is approximately SEK 4, that the share price increases by 25 percent, and that the Share Rights are exercised by the participants, the personnel cost according to IFRS 2 is estimated at approximately 1.8 million SEK before tax. The cost for social security contributions is estimated, based on the same assumptions, to approximately SEK 576,000.

The total cost for the Board Program 2026, including costs according to IFRS 2 and for social security contributions, is thus estimated to approximately SEK 2.4 million.

It should be noted that all calculations above are preliminary, based on assumptions, and are only intended to provide an illustration of the costs that the Board Program 2026 may entail. Actual costs may therefore deviate from those stated above.

Delivery of shares under Board Program 2026

To ensure the delivery of common shares under Board Program 2026, the nomination committee proposes that the annual general meeting authorizes the board to resolve on the issuance of Class C shares and the repurchase of issued Class C shares, as well as to resolve on the transfer of own common shares in accordance with point (b) below.

1. Proposal to authorize the board to resolve on directed issuance and repurchase of Class C shares, and to transfer own common shares to participants in Board Program 2026

All resolutions below (i)-(iii) are presented as a joint proposal.
i. Authorization for the board to resolve on the issuance of Class C shares

The nomination committee proposes that the annual general meeting resolves to authorize the board to, during the period until the next annual general meeting, on one or more occasions, increase the Company’s share capital by a maximum of SEK 87,500 through the issuance of a maximum of 700,000 Class C shares. The new shares shall, deviating from the shareholders’ preferential rights, be subscribed for by a participating bank at a subscription price corresponding to the quota value, i.e., SEK 0.125. The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights is to ensure the delivery of shares under Board Program 2026 and to cover any social costs related to the said program. The authorization will only be used for the exact number of shares that the Company is to deliver within the framework of the Board Program 2026.
ii. Authorization for the board to resolve on the repurchase of own Class C share

The nomination committee proposes that the annual general meeting authorizes the board to, during the period until the next annual general meeting, on one or more occasions, resolve on the repurchase of Class C shares. Repurchase may only be made through an acquisition offer for all outstanding Class C shares. The acquisition shall be made at a price corresponding to the share’s quota value. Payment for acquired Class C shares shall be made in cash. The purpose of the proposed repurchase authorization is to ensure the delivery of shares within the framework of Board Program 2026.
iii. Resolution on transfer within the framework of Board Program 2026

The nomination committee proposes that the annual general meeting resolves that Class C shares acquired by the Company with the support of the repurchase authorization of Class C shares according to (ii) above may, after conversion into common shares, be transferred free of charge to participants in Board Program 2026 in accordance with the terms of the program. However, the number of common shares that may be transferred may be recalculated in the event of changes in the Company’s capital structure affecting the rights, such as a split or consolidation of shares or similar measures. Such recalculation shall be carried out by the Audit Committee in consultation with relevant professional advisors.

Item 16 – Resolution on introducing incentive program 2026/2030

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 2026/2030” 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 Company, 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 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 and key 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 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 full exercise of all options in the program, will be approximately 1.7 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 (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 and other key personnel shall comprise a fixed salary or remuneration, 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 remuneration. The fixed salary or remuneration shall take into account the individual’s level of responsibility and experience and shall be reviewed on an annual basis. The share of the fixed salary or remuneration in relation to potential variable compensation shall be determined in relation to the employee’s responsibility and authority. The variable remuneration 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 option program to the Company’s employees and other key personnel 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 2026/2030

The board of directors proposes that the annual general meeting resolves on the introduction of Program 2026/2030 on essentially the following terms.

1. Vesting requires that the participant is still employed in or has an engagement with the Company or a group Company at each vesting date. If a participant ceases to be employed in or have an engagement with 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 or engagement, provided that the employment or engagement of the participant has not been terminated through termination or dismissal (or equivalent grounds for termination of an engagement agreement) on the basis that the participant has not fulfilled its obligations in accordance with the employment agreement, the 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.

2. Exercising period. Participants can exercise granted and earned employee stock options during the period 1 October 2029 to 1 October 2030 (the “Exercising Period”).

3. 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 board or the CEO 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.

4. 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 19 May 2026.

5. 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.

6. Issued employee stock options do not constitute securities and may not be transferred, pledged or otherwise disposed by the holder.

7. If a general meeting (or the board of directors with support of authorization) should resolve on a change in the number of shares in the Company (such as a consolidation or split or a new issuance of securities), the board shall review the terms of the employee stock options and – if deemed appropriate and expedient to maintain the incentive function of the options – make amendments to the terms (which, however, must not be to the detriment of the participant). The board also has the corresponding ability to review and amend the terms of the employee stock options if it is deemed appropriate and expedient for other reasons to maintain the incentive function of the options.

8. 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 Company

To enable the Company’s delivery of shares under employee stock option Program 2026/2030 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 2,640,000 warrants, out of which maximum of 2,400,000 warrants to cover the Company’s delivery of shares under the employee stock option Program and a maximum of 240,000 warrants to cover cash flow effects from potential social security costs arising from the Program, according to the following terms.

1. The right to subscribe for the warrants shall, with deviation from the shareholders pre-emption rights, apply to the Company. Oversubscription cannot occur.

2. The reason for the deviation from the shareholders’ pre-emption rights is that the issue forms a part in the introduction of Program 2026/2030 and to cover cash flow effects from potential social security costs arising from the Program.

3. The warrants are issued free of charge.

4. 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.

5. Each warrant shall entitle a right to acquire one (1) new share in the Company at a subscription price corresponding to SEK 0.125. However, the subscription price may not be lower than the quota value of the Company’s share. If the subscription price exceeds the quota value of the previous shares, the excess amount shall be reported in the unrestricted premium reserve.

6. 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 2029 to 1 October 2030.

7. If all warrants are exercised for subscription of shares, the Company’s registered share capital will increase by approximately SEK 330,000 (taking into account the current quota value and assuming that no recalculation takes place in accordance with the warrant terms).

8. 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.

9. 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 2026/2030, 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 Company may transfer a maximum of 2,400,000 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 Company may dispose of no more than 240,000 warrants to cover potential cash flow effects from social security costs in accordance with the terms of the Program.

Miscellaneous

Costs relating to Program 2026/2030

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 five ongoing incentive programs:

• employee stock option program 2022/2026 – 900,000 options (fully allotted and 688,000 remain with current employees)

• employee stock option program 2023/2027 – 1,000,000 options (of these, 995,000 options have been allotted and 890,000 remain with current employees)

• employee stock option program 2024/2028 – 1,020,000 options (of these, 1,020,000 options have been allotted and 886,000 remain with current employees)

• employee stock option program 2025/2029 – 1,500,000 options (of these, 1,460,000 options have been allotted and 1,460,000 remain with current employees)

In connection to the option programs above, an additional 460,000 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 programs (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 4.4 percent (assuming that all remaining options are exercised for new subscription of shares). The now proposed Program (including Hedge Options) accounts for a dilution of approximately 1.7 percent. The potential dilution due to all outstanding programs (including the now proposed Program 2026/2030 but excluding Hedge Options), will not exceed approximately 4.0 percent (assuming that all allotted options 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 2025.

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 fifteen (15) 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

Resolution regarding the Board Program 2026 (item 15) and incentive program 2026/2030 (item 16) require, for their validity, a minimum of nine tenths of both the votes cast and the shares represented at the general meeting.

Resolutions according to A, B and C in item 16 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 14 (articles of association) and item 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, upon 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 Verkstadsgatan 8, house 1, 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 (Verkstadsgatan 8, Uppsala) and at the Company’s website, www.senzime.com, no later than three weeks before the meeting, i.e., no later than 28 April 2026. The documents will also be sent, without charge, to shareholders who so request and inform the Company of their postal address.

Uppsala in April 2026
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 is a leading medical device company at the forefront of a changing healthcare market, driven by new clinical guidelines and emerging technologies. Established in 1999, Senzime develops and markets precision-based monitoring systems that improve outcomes, reduce costs, and advance perioperative patient safety. The flagship solution is the TetraGraph® system, proven best-in-class for accurate monitoring of neuromuscular transmission during surgery and used in thousands of operating rooms across the globe. The system helps to secure precise dosing of paralytic drugs and provides enhanced insights to safeguard every patient’s journey, from anesthesia to recovery.

Headquartered in Uppsala, Sweden, Senzime is publicly traded on the Nasdaq Stockholm Main Market (SEZI), with cross-trading on the US OTCQX Market (SNZZF), and backed by long-term investors. 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 ACCESS Newswire