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 Tuesday 7 September 2021.
Due to the risk of spreading of Covid-19 and the authorities’ regulations and advice on avoiding meetings, the Board of directors has decided, on the basis of temporary regulations, that the Meeting shall be conducted without physical presence by shareholders exercising their voting rights only by postal voting.
A Shareholder wishing to attend the Meeting shall:
- be recorded in the share register maintained by Euroclear Sweden AB on Monday 30 August 2021; and
- notify the Company of its intention to attend the Meeting not later than on Monday 6 Sep tember 2021 by submitting a complete voting form and, where applicable, proxies, registra tion certificates and other corresponding authorization documents in accordance with the instructions under the heading “Information on postal voting” below.
To be entitled to attend the Meeting, shareholders whose shares are nominee-registered must, in addition to giving notice of attendance to the Company by casting their postal vote, register such shares in their own names so that the shareholder is recorded in the share register as of 30 August 2021. Such registration may be temporary (so called voting right registration) and request for such registration shall be made to the nominee in accordance with the nominee’s routines in such time in advance as decided by the nominee. Voting rights registrations effected no later than the second banking day after 30 August 2021 will be considered in the preparation of the share register.
INFORMATION ON POSTAL VOTING
Due to the outbreak of the corona virus causing Covid-19 and the shareholders’ safety, the Company has resolved that the Meeting shall be conducted by shareholders exercising their voting rights only by postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. This means that the Meeting will be conducted without the physical presence of shareholders, proxies etc., i.e. there will be no meeting with the opportunity to participate physically.
Forms for postal voting are available on the Company’s website (https://www.zutec.com/). Com pleted and signed form is sent to Zutec Holding AB (publ), c/o Eversheds Sutherland Advokatbyrå, Box 14055, 104 40 Stockholm, Sweden or by e-mail to firstname.lastname@example.org. The complete form must be received by the Company no later than Monday 6 September 2021. Further instructions can be found in the form. The shareholder may not provide the postal vote with special instructions or conditions. If this happens, the vote (i.e. the postal vote in its entirety) is invalid. If shareholders vote by post by proxy, the power of attorney must be attached to the postal voting form. Proxy forms can be found on the Company’s website (https://www.zutec.com/). If the shareholder is a legal entity, a registration certificate or other authorization document must also be attached.
The Board of Directors’ proposed agenda for the Meeting:
- Opening of the Meeting
- Appointment of chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda for the Meeting
- Appointment of one or two persons to verify the minutes of the Meeting 6. Determination of whether the Meeting has been duly convened
- Resolution to amend the articles of association
- Election of Board of Directors
- 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. Preparation and approval of voting list (item 3)
The voting list which is to be drawn based on the Meeting’s share register and received postal votes is proposed as voting list for the Meeting.
Election of one or two persons to verify the minutes (item 5)
The Board of Directors proposes that Kevin Holmkvist (Eversheds Sutherland), or, if unable to attend the Meeting, any of the persons assigned by the Board of Directors, shall verify the minutes. The persons verifying the minutes shall also control the voting list and that received postal votes are correctly reflected in the minutes.
Resolution to amend the articles of association (item 7)
As announced by the Company in a press release on 11 June 2021, the Board of Directors proposes to change the name of the Company to BuildData Group AB. Thus, the Board of Directors proposes the following amendment to the Articles of Association.
|Current wording||Proposed new wording|
|§ 1 FIRMA / COMPANY NAME
Bolagets firma är Zutec Holding AB. Bolaget är publikt (publ).
The company’s name is Zutec Holding AB. The company is a public company (publ).
|§ 1 FIRMA / COMPANY NAME
Bolagets företagsnamn är BuildData Group AB. Bolaget är publikt (publ).
The company’s name is BuildData Group AB. The company is a public company (publ).
Election of Board of Directors (item 8)
The Board proposed that the Board of Directors is to be composed of six Directors and that Gareth Burton and Melanie Dawson are elected as new Directors of the Board. Furthermore, the Board proposes that Stefan Charette is elected as the chairman of the Board. Should the Meeting resolve in accordance with the proposal, the Board of Directors will be: Stefan Charette (chairman), Mikael Näsström, Erik Gabrielson, Per Åkerman, Gareth Burton and Melanie Dawson.
New Directors are entitled to remuneration for their work in accordance with the renumeration fees resolved by the 2020 Annual General Meeting, in proportion to the actual time served as Director.
Gareth Burton is an experienced construction software industry executive having recently served as CEO of Thinkproject. Gareth Burton initially served as a non-executive director at Thinkproject before taking over as CEO in 2019. He successfully led the impressive growth of Thinkproject since 2019 and the sale of the business to EQT last December. Prior to Thinkproject, Gareth Burton had a career as a CIO in the Oil and Gas, construction and FinTech software industries. He has also led a global service business for Motorola and held senior positions at BT. Gareth Burton has a degree and Engineering Mathematics and attended Insead Business School International Executive Program. He
will, due to non-compete restrictions in his current employment agreement, start as Director on 6 October 2021 and, at the same time, become a shareholder in Zutec.
Melanie has extensive practical experience within BIM & Digital Construction from an extensive and diversified construction career over the past 15 years. She has held a variety of challenging leader ship roles including Head of BIM and head of Digital Construction to owning her own BIM & Digital Construction Consultancy company Origin7 Ltd. Melanie’s leadership has been fundamental in the delivery of many high-profile public and private sector projects across the UK.
Shareholders have the right to request information from the Board of Directors and the CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act regarding conditions that may affect the assessment of a matter on the agenda and conditions that may affect the assessment of the Company’s financial situation. The Board of Directors and the CEO shall disclose such information if the Board of Directors considers that this can be done without significant damage to the Company. The disclosure obligation also applies to the Company’s relationship with another group company, the group accounts and such matters as mentioned above with regard to subsidiaries.
Requests for such information must be submitted in writing to the Company no later than ten days before the Meeting, i.e. no later than 28 August 2021, to the Company’s address Zutec Holding AB (publ), c/o Eversheds Sutherland Advokatbyrå, Box 14055, 104 40 Stockholm, Sweden or by e-mail to email@example.com. The information is provided by the Company by keeping it available on the Company’s website www.zutec.com and at the Company at the above address no later than 2 Sep
tember 2021. The information is also sent to shareholders who have requested it and who have provided their address.
For information on how personal data is processed in relation to the Meeting, see the Privacy No tice on Euroclear Sweden AB’s website at: https://www.euroclear.com/dam/ESw/Legal/Pri vacy_notice_BOSS_20181023.pdf.
Number of shares and votes
At the date of this notice, the Company’s share capital amounts to SEK 12,551,456.80, represented by 62,757,284 shares. Each share carries one vote.
Stockholm in August 2021
Zutec Holding AB (publ)
Board of Directors
For more information, please contact:
Gustave Geisendorf, CEO at Zutec
Tel: +353 1 201 3565
Zutec is a SaaS provider within construction and property technology.