In-house translation of the Swedish original. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
The shareholders of Zutec Holding AB (publ), reg.no 559136-0317 (the “Company”) are hereby summoned to the Annual General Meeting (the “Meeting”) on Wednesday, 17 October 2018 at 10.00 a.m. CEST in MAQS Advokatbyrå’s office, Mäster Samuelsgatan 20, Stockholm, Sweden. Registration starts at 09.30 a.m. CEST.
Shareholders wishing to attend the Meeting shall:
- be entered in the share register maintained by Euroclear Sweden AB on Thursday 11 October 2018, and
- give notice of their attendance no later than Thursday 11 October 2018. Notice to attend is to be made by email to email@example.com or by mail to Zutec Holding AB, “AGM 2018”, c/o MAQS Advokatbyrå Stockholm AB, P.O. Box 7009, 103 86 Stockholm, Sweden.
When giving notice of attendance, shareholder 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.
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/site/investor-relations/financial-infomation.
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 Thursday 11 October 2018 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.
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 and the consolidated accounts and the auditor’s report on consolidated accounts and, in connection therewith, the Managing Director’s statement
- 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
- Determination of fees for the Board of Directors and auditors
- Election of Board of Directors and auditor
- Resolution to authorize the Board of Directors to resolve on issues of shares, warrants and convertibles
- Closing of the Meeting
Board of Directors’ proposals
Appointment of Chairman of the Meeting (item 2)
The Board of Directors proposes that Brian McGuire is appointed as the Chairman of the Meeting.
Allocation of the Company’s profit or loss (item 8 b)
The Board of Directors proposes that no dividend for the financial year that ended on 30 June 2018.
Determination of fees for members of the board of directors and auditors and election of board of directors and auditor (items 9 and 10)
Remuneration is proposed to amount to SEK 186,000 for the chairman of the Board and to SEK 93,000 for each of the other Board members.
The Board of Directors is proposed to consist of five members, without deputies. It is proposed that Brian McGuire, Brendan O’Riordan, Conor O’Brien, Gerard Jones and Hans Schedin, are reelected as members of the Board of Directors for the period until the end of the next annual general meeting. It is further proposed that Brian McGuire is reelected as chairman of the Board of Directors for the period until the end of the next annual general meeting.
Information about the proposed Board members is available on the Company's website, www.zutec.com/site/investor-relations/board-of-directors/index.
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 Bo Holmström will remain the auditor-in-charge, should MAZARS SET Revisionsbyrå AB appointed as the Company’s auditor. Remuneration to the Company’s auditors is proposed to be paid as per 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.
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 is 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.
A resolution in relation to item 11 on the agenda 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.
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 three 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 September 2018
Zutec Holding AB (publ)
The Board of Directors