Notice to attend Extraordinary General Meeting in Zutec Holding AB (publ)

The shareholders of Zutec Holding AB (publ), reg.no 559136-0317 (the "Company") are hereby summoned to an Extraordinary General Meeting (the "Meeting") on Friday, 17 July 2020 at 09:30 a.m. in Eversheds Sutherland's offices at Strandvägen 1 in Stockholm, Sweden. Registration starts at 09:00 a.m.

Participation

A Shareholder wishing to attend the Meeting shall:

  • be recorded in the share register maintained by Euroclear Sweden AB on Saturday, 11 July 2020 (please note that as the record date takes place on a Saturday, shareholders must be recorded in the share register on Friday 10 July 2020, at the latest); and
  • notify the Company of its intention to attend the Meeting not later than on Monday, 13 July 2020. Notice to attend is to be made by email to investors@zutec.com or by mail to Zutec Holding AB (publ), "EGM July 2020", c/o Eversheds Sutherland Advokatbyrå, Box 14055, SE-104 40 Stockholm, Sweden.

When giving notice of attendance, shareholders shall state 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. A 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, a power of attorney is valid for a maximum of one year. If a legal entity issues the power of attorney, a certified copy of the certificate of registration, or equivalent, must be enclosed. A 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/site/investor-relations.

Personal data obtained from notifications, proxies and the share register kept by Euroclear Sweden 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 Sweden'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 to be entitled to attend the Meeting. Such registration, which usually takes a few days, must be effected (registered with Euroclear Sweden AB) no later than on Friday, 10 July 2020 and the nominees should, therefore, be instructed well in advance thereof.

Number of shares and votes

At the 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.

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 voting list
  4. Approval of the agenda for the Meeting
  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. Resolution on change of auditor
  8. Resolution on authorization to undertake minor adjustments of the resolutions
  9. Closing of the Meeting

Appointment of Chairman of the Meeting (item 2)

The Board of Directors proposes that attorney at law of the law firm Eversheds Sutherland is appointed as the Chairman of the Meeting.

Proposal for resolution on change of auditor (item 7)

The Board of Directors proposes that the Company's current auditor MAZARS SET Revisionsbyrå AB is dismissed and that BDO Sweden AB shall be elected as auditor until the close of the 2020 Annual General Meeting. BDO Sweden AB has informed the Company that the authorized accountant Johan Pharmanson will be the auditor-in-charge, should BDO Sweden AB be appointed as the Company's auditor. Remuneration to the Company's auditor is proposed to be paid as per the approved invoice.

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 CEO 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 CEO 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.

For more information, please contact:

Gustave Geisendorf, CEO at Zutec

gustave.geisendorf@zutec.com, +353 1 201 3565

About Zutec

Zutec is a niche provider of cloud-based construction management software with offices in Dublin, London and Melbourne.

Zutec Holding AB (publ) is listed on Nasdaq First North Growth Market and Mangold Fondkommission AB is the Company's acting Certified Adviser (Tel. + 46 8 5030 1550, CA@mangold.sewww.mangold.se).

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