Notice to attend extraordinary general meeting in Zutec Holding
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, 28 February 2020 at 09:00 a.m. CET in Eversheds Sutherland’s offices at Strandvägen 1 in Stockholm, Sweden. Registration starts at 08:30 am CET. The Board summons the Meeting due to a written request, signed by owners of at least one-tenth of all the shares in the Company, to decide on the proposal in item 7 of the proposed agenda.
Shareholders wishing to attend the Meeting shall:
- be entered in the share register maintained by Euroclear Sweden AB on Saturday, 22 February 2020, and
- notify the Company of their intention to attend the Meeting not later than on Monday, 24 February 2020. Notice to attend is to be made by email to firstname.lastname@example.org or by mail to Zutec Holding AB (publ), “EGM februari 2020”, c/o Eversheds Sutherland Advokatbyrå, Box 14055, SE-104 40 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: Zutec Proxy Form.
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 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 Monday, 24 February 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 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
- Election of Board of Directors
- Closing of the Meeting
Appointment of Chairman of the Meeting (item 2)
The Board of Directors proposes that Johan Engström (Eversheds Sutherland) is appointed as the Chairman of the Meeting.
Election of Board of Directors (item 7)
The shareholders Athanase Industrial Partner, Brian McGuire, Tom Boland and Michael White have put forward a proposal to elect a new Board of Directors. The proposal for the new Board of Directors is as per below:
- Stefan Charette (chairman)
- Brian McGuire
- Mikael Näsström
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.
Stockholm in February 2020
Zutec Holding AB (publ)
The Board of Directors