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, 12 November 2020 at 10:00 a.m. CET in Eversheds Sutherland’s offices at Strandvägen 1 in Stockholm, Sweden. Registration starts at 09:30 am CET.
Shareholders wishing to attend the Meeting shall:
- be entered in the share register maintained by Euroclear Sweden AB on Wednesday 4 November 2020, and
- notify the Company of their intention to attend the Meeting not later than on Friday 6 November 2020. Notice to attend is to be made by email to email@example.com or by mail to Zutec Holding AB (publ), “AGM 2020”, c/o Eversheds Sutherland Advokatbyrå, Box 14055, SE-104 40 Stockholm, Sweden.
When giving notice of attendance, shareholders shall state name, personal identification number/corporate registration number, address, phone number, number of shares and, where relevant, information on accompanying advisors (not more than two). 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.
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 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.
Shareholders whose shares are registered in the name of a bank or another nominee must temporarily register their shares for voting in their own name in order to be entitled to attend the Meeting. The nominee must have completed the registration with Euroclear Sweden AB no later than on Friday 6 November 2020 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 8,850,877.80, represented by 44,254,389 shares. Each share carries one vote.
The Board of Directors’ proposed agenda for the Meeting:
- Opening of the Meeting
- Appointment of chairman of the Meeting
- Preparation and approval of the register of voters
- Approval of the agenda
- Appointment of one or two persons to verify the minutes of the Meeting
- Determination of whether the Meeting has been duly convened
- 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
- Resolutions regarding:
- approval of the profit and loss account and the balance sheet and the consolidated profit and loss account and the consolidated balance sheet;
- allocation of the Company’s profit or loss in accordance with the adopted balance sheet; and
- discharge of liability for the members of the Board of Directors and the Managing Director
- Determination of fees for the Board of Directors and auditors
- Election of Board of Directors and auditor
- Resolution on implementation of an incentive program by way of a directed issue of warrants and approval of transfer of warrants
- Resolution on authorization for the Board of Directors to resolve on issues of shares, warrants and convertibles
- Resolution to authorize the Board of Directors to undertake minor adjustments of the resolutions
- Closing of the Meeting
Appointment of Chairman of the Meeting (item 2)
The Board of Directors proposes that Mikael Näsström 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 2020.
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 Company’s nomination committee proposes:
- that the Board of directors is to be composed of five (5) Directors;
- that Brian McGuire, Erik Gabrielson, Per Åkerman, Stefan Charette and Mikael Näsström are re-elected as Directors of the Board; and
- that Mikael Näsström is re-elected as Charmain of the Board of Directors.
The Company’s nomination committee proposes that the remuneration to the Chairman shall be SEK 186,000 and that remuneration to the other Directors shall be SEK 93,000 for the time until the next Annual General Meeting in 2021.
The Company’s nomination committee proposes that the registered accounting firm BDO Sweden AB is reappointed as the Company’s auditor for the period until the end of the next annual general meeting. BDO Sweden AB has informed that the certified accountant Johan Pharmanson will remain the auditor-in-charge, should BDO Sweden AB be appointed as the Company’s auditor. Remuneration to the Company’s auditors is proposed to be paid as per the approved invoice.
Resolution on implementation of an incentive program by way of a directed issue of warrants and approval of transfer of warrants (item 11)
(A) Implementation of an incentive program
The Board of Directors proposes that the Meeting resolves to implement a share-related incentive program for certain employees in the Company's subsidiaries (the "Subsidiaries") on the principal terms and conditions below, by way of an issue of warrants directed to the Company's subsidiary Zutec Inc. (Ireland) Limited and approval of the transfer of warrants from the Subsidiary to certain employees (the "Incentive Program"). This proposal is presented in order to strengthen the organization and to motivate key individuals to create shareholder value. The Board of Directors assesses that these objectives are in line with all shareholders' interests.
- The Incentive Program comprises certain employees of the Subsidiaries (the "Participants") and is based on warrants issued by the Company. No Directors of the Company nor its Subsidiaries will be allowed to participate. The incentive program will include approximately 50 Participants in total (subject to inclusion of new recruitments).
- Allotted warrants are vested for a period of three years, i.e. one-third each year.
- Vesting requires that the Participant is still employed by the Subsidiary has not terminated the employment on the day when the respective vesting takes place. In the event that Participants cease to be employed or terminate their employment with the Subsidiary before a vesting day, already earned warrants may be exercised at the ordinary time for exercise as described below, but further vesting will not take place.
- The warrants are granted free of charge.
- Participants can exercise allotted and vested warrants during the period from and including 1 January 2024 until and including 31 January 2024.
- The warrants shall be regulated in separate agreements with the respective Participant. The agreement shall, inter alia, include provisions regarding good and bad leaver and restriction on transfer of the Warrants. The Board of Directors shall be responsible for the design and management of the incentive program within the framework of the above-mentioned principal terms and conditions.
In order to implement the Incentive Program, the Board of Directors proposes that the Meeting resolves to approve the terms and conditions of the Incentive Program under this item (A) and that the Meeting resolves on a directed issue of warrants to Zutec Inc. (Ireland) Limited and on approval of transfer of warrants from Zutec Inc. (Ireland) Limited to the Participants, as proposed under items (B) and (C) below.
(B) Resolution on a directed issue of warrants to Zutec Inc. (Ireland) Limited
- The Company shall issue no more than 1,500,000 warrants. Each warrant entitles to subscription of one (1) new share in the Company. If all warrants are subscribed, transferred to and exercised by the Participants for the subscription of new shares, the Company's share capital will increase by SEK 300,000 (subject to potential recalculations in accordance with the standard terms and conditions that is to apply in relation to the warrants).
- The warrants may, with deviation from the shareholders' preferential rights, only be subscribed for by Zutec Inc. (Ireland) Limited, after which they are to be transferred to the Participants in accordance with the resolution adopted by the Meeting and instructions from the Company's Board of Directors.
- Subscription of warrants shall be made by Zutec Inc. (Ireland) Limited on a subscription list immediately following the Meeting resolution on this issue of warrants. The Board of Directors shall be entitled to prolong the subscription period.
- Zutec Inc. (Ireland) Limited is not to pay anything for the warrants.
- The warrants may be exercised for subscription of new shares during the period from and including 1 January 2024 until and including 31 January 2024. Subscription of new shares may not take place during so-called closed periods according to the EU Market Abuse Regulation, or otherwise in breach of relevant insider rules and regulations (including the Company's internal guidelines in this respect). Warrants that have not been exercised for subscription of shares by the last day of the exercise period shall lapse.
- Each warrant shall entitle the Participants to subscribe for one new share in the Company at a subscription price of SEK 5.50 per share.
- The warrants shall be transferred to the Participants in accordance with instructions from the Company's Board of Directors in accordance with the principles set forth below.
- The shares that are added through the exercise of warrants entitle the Participant to dividend from the first record date for dividends that occur after the share has been entered into the Company's share register.
- The warrants shall be subject to additional terms and conditions, including customary recalculation conditions. As a result, the subscription price of the new shares and the number of shares that each warrant entitles to may be subject to recalculation as a result of certain events, e.g. split, combination and rights issues.
(C) Resolution on approval of transfer of warrants to the Participants
A resolution to implement the Incentive Program by way of issuing warrants in accordance with this proposal also includes an approval of transfer of warrants to the Participants. The Board of Directors proposes that the Meeting resolves to approve of transfer of warrants from Zutec Inc. (Ireland) Limited to the Participants.
A valid resolution pursuant to this item 11 requires that the resolution be supported by shareholders with at least nine-tenths 9/10 of both the votes cast and the number of shares represented at the extraordinary general meeting.
Authorization for the Board of Directors to resolve on issues of shares, warrants and convertibles (item 12)
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 to 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 12 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 13)
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 proposals, 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 2020
Zutec Holding AB (publ)
The Board of Directors