Notice to attend annual general meeting in Zutec Holding AB (publ)
In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
Notice to attend annual general meeting in Zutec Holding AB (publ)
The shareholders of Zutec Holding AB (publ), reg.no 559136-0317 (the “Company”) are hereby summoned to the Annual General Meeting (the “Meeting”) on Thursday, 14 November 2019 at 10:00 a.m. CET in Eversheds Sutherland’s offices at Strandvägen 1 in Stockholm, Sweden. Registration starts at 09:30 am CET.
Participation
Shareholders wishing to attend the Meeting shall:
- be entered in the share register maintained by Euroclear Sweden AB on Friday 8 November 2019, and
- notify the Company of their intention to attend the Meeting not later than on Friday 8 November 2019. Notice to attend is to be made by email to cliona.farrelly@zutec.com or by mail to Zutec Holding AB (publ), “AGM 2019”, c/o Eversheds Sutherland Advokatbyrå, Box 14055, SE-104 40 Stockholm, Sweden.
When giving notice of attendance, shareholders shall state the name/company name and personal identification number/corporate registration number, address, phone number and, where relevant, information on proxies and/or representatives. If the shareholder intends to bring one or two accompanying persons to the Meeting, such attendance must be notified. The notice of attendance shall also include, where relevant, e.g. in respect of legal entities, complete documents of authority such as certificates of registration or similar.
Proxies, etc.
Shareholders represented by proxy must authorize such proxy by issuing a dated power of attorney. The power of attorney may be valid for up to five years if that is specifically set forth therein. If no period of validity is set out, the power of attorney is valid for a maximum of one year. If the power of attorney is issued by a legal entity, a certified copy of the certificate of registration, or equivalent, must be enclosed. The power of attorney in original and any certificate of registration should be sent by mail to the Company at the above address well in advance of the Meeting. A template proxy form is attached to this press release or available on the Company’s website https://www.zutec.com/investor-relations/financial-information.
Personal data obtained from notifications, proxies and the share register kept by Euroclear will solely be used for the necessary registration and preparation of the voting list for the Meeting. For information on the treatment of personal data please see Euroclear’s privacy notice available at https://www.euroclear.com/sweden/en/regelverk-Euroclear-Sweden/GDPR.html.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own name in order to be entitled to attend the Meeting. Such registration, which normally takes a few days, must be effected (registered with Euroclear Sweden AB) no later than on Friday 8 November 2019 and the nominees should therefore be instructed well in advance thereof.
Number of shares
At date of this notice, the Company’s share capital amounts to SEK 1,416,666.80, represented by 7,083,334 shares. Each share carries one vote.
Proposed agenda
The Board of Directors’ proposed agenda for the Meeting:
1. Opening of the Meeting
2. Appointment of chairman of the Meeting
3. Preparation and approval of the register of voters
4. Approval of the agenda
5. Appointment of one or two persons to verify the minutes of the Meeting
6. Determination of whether the Meeting has been duly convened
7. Presentation of the annual accounts and the auditor’s report on the annual accounts and the consolidated accounts and the auditor’s report on consolidated accounts and, in connection therewith, the Managing Director’s statement
8. Resolutions regarding:
a) approval of the profit and loss account and the balance sheet and the consolidated profit and loss account and the consolidated balance sheet;
b) allocation of the Company’s profit or loss in accordance with the adopted balance sheet; and
c) discharge of liability for the members of the Board of Directors and the Managing Director
9. Determination of fees for the Board of Directors and auditors
10. Election of Board of Directors and auditor
11. Resolution to authorize the Board of Directors to resolve on issues of shares, warrants and convertibles
12. Resolution to approve related party transaction
13. Resolution on implementing a nomination committee
14. Resolution on amending the Articles of Association
15. Resolution to authorize the Board of Directors to undertake minor adjustments of the resolutions
16. Closing of the Meeting
Board of Directors’ proposals
Appointment of Chairman of the Meeting (item 2)
The Board of Directors proposes that Daniel Nyhrén is appointed as the Chairman of the Meeting.
Allocation of the Company’s profit or loss (item 8 b)
The Board of Directors proposes no dividend for the financial year that ended on 30 June 2019.
Determination of fees for members of the Board of Directors and auditors and election of Board of Directors and auditor (items 9 and 10)
The Board of Directors proposes that the registered accounting firm MAZARS SET Revisionsbyrå AB is reappointed as the Company’s auditor for the period until the end of the next annual general meeting. MAZARS SET Revisionsbyrå AB has informed that the certified accountant Anders Fornstedt will remain the auditor-in-charge, should MAZARS SET Revisionsbyrå AB be appointed as the Company’s auditor. Remuneration to the Company’s auditors is proposed to be paid as per the approved invoice.
Authorization for the Board of Directors to resolve on issues of shares, warrants and convertibles (item 11)
It is proposed that the Meeting authorizes the Board of Directors to resolve – at one or several occasions and for the time period until the next annual general meeting – to increase the Company’s share capital by new share issues and to issue warrants and convertible bonds, to the extent possible according the company’s articles of association, as applicable.
New share issues, as well as issues of warrants and convertible bonds, may be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions. Pursuant to Chapter 16 of the Swedish Companies Act, the Board of Directors may not by virtue of this authorization resolve on issues to board members in group companies, employees, etc.
The purpose of the authorization is to increase the financial flexibility of the Company and the acting scope of the Board of Directors. Should the Board of Directors resolve on an issue with deviation from the shareholders' preferential rights, the reason shall be to enable the external raising of capital (through new owners of strategic importance for the Company or otherwise) for the financing of the Company’s business, commercialization and development of the Company’s products and intellectual property rights and/or acquisitions of other companies or businesses.
A resolution in relation to this item 11 is valid only if supported by shareholders holding not less than two-thirds (2/3) of both the votes cast and the shares represented at the Meeting.
Resolution to approve related party transaction (item 12)
As announced by the Company in a press release on 24 September 2019 and further disclosed in the annual report for year ended 30 June 2019, the Company has on 24 September 2019 secured a EUR 1 million facility agreement with Athanase, a close related party to the Company.
The Board of Directors proposes that the Meeting resolves to approve the facility agreement and the pledge agreement related thereto.
In relation to the resolution under item 12, shares owned by Athanase or a company within the Athanase group will be deleted from the voting register and shall not be considered in connection to the voting cast of the resolution.
Shareholders not related to the Athanase group, representing more than 50% of the share of the Company, have announced that they support this proposal by the Board of Directors and that they will vote in favor of this decision.
Resolution to implement a nomination committee (item 13)
The Board of Directors proposes that the Meeting resolves to implement a nomination committee in advance of the next annual general meeting to be held in 2020. The nomination committee is to be composed of the chairman of the Board of Directors along with three representatives appointed by the three shareholders with the highest percentage of voting rights in the Company. The nomination committee is to prepare proposals on:
- candidates for the post of chair and other members of the Board of Directors;
- remuneration to the directors of the Board of Directors;
- election of the auditor; and
- remuneration to the auditor.
Resolution on amending the Articles of Association (item 14)
The Board of Directors proposes that § 4 of the Articles of Association regarding the limits of the share capital is amended from the current minimum of SEK 1,000,000 and maximum SEK 4,000,000 to minimum SEK 1,400,000 and maximum SEK 5,600,000. The following wording of 4 § in the Articles of Association is proposed:
”Aktiekapitalet ska utgöra lägst 1 400 000 kronor och högst 5 600 000 kronor.
The share capital shall be not less than SEK 1,400,000 and no more than SEK 5,600,000.”
The Board of Directors also proposes that § 5 of the Articles of Association regarding the limits on the number of shares is amended from the current minimum of 5,000,000 and maximum 20,000,000 to minimum 7,000,000 shares and maximum 28,000,000 shares.
”Antal aktier ska vara lägst 5 000 000 och högst 28 000 000.
The number of shares shall be no fewer than 7,000,000 and no more than 28,000,000.”
A resolution in relation to this item 14 is valid only if supported by shareholders holding not less than two-thirds (2/3) of both the votes cast and the shares represented at the Meeting.
Resolution to authorize the Board of Directors to undertake minor adjustments of the resolutions (item 15)
The Board of Directors proposes that the annual general meeting authorizes the Board of Directors, the CEO or a person otherwise designated by the Board, to undertake such minor adjustments and clarifications of the decisions made at the annual general meeting to the extent required for registration of the resolutions.
Documents and information
Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, shareholders have the right to request information from the Board of Directors and the Managing Director at the Meeting regarding circumstances which may affect the assessment of a matter on the agenda and circumstances which may affect the assessment of the Company’s financial position. The Board of Directors and the Managing Director are obliged to provide such information provided that the Board of Directors considers that it will not entail any significant harm to the Company. This obligation also applies in relation to group companies, group accounts and such other circumstances mentioned above in respect of group companies.
The Board’s complete proposal, the annual report, group financial statements and the auditor’s report will be available at the Company’s office, address set out above, and on the Company’s website no later than two weeks before the Meeting. Copies of the aforementioned documents will also be sent to the shareholders who so request and inform the Company of their mailing address and the documents will be available at the Meeting. The documents will be presented at the Meeting.
____________________
Stockholm in October 2019
Zutec Holding AB (publ)
The Board of Directors