The shareholders of BuildData Group AB, reg.no 559136-0317 (the “Company”) are hereby summoned to the annual general meeting on Thursday, 11 November 2021 to be held by postal voting only.

 

In view of the current situation and considering the risk for spreading the coronavirus, the Board of Directors have decided, that the meeting shall be held without physical presence by shareholders exercising their right to vote 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.

 

RIGHT TO PARTICIPATE AND REGISTRATION

 

Shareholders wishing to attend the meeting shall:

 

• be entered in the share register maintained by Euroclear Sweden AB on 3 November 2021, and.
• notify their participation by casting their postal vote in accordance with the instructions below under “Information on postal voting” so that the postal voting form and, where applicable, proxies, registration certificates and other equivalent documents of authority are received by the Company by 10 November 2021 at the latest.

 

NOMINEE-REGISTERED SHARES

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 3 November 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 5 November 2021 in Euroclear Sweden AB will be considered in the preparation of the share register.

 

INFORMATION ON POSTAL VOTING

 

Shareholders may exercise their voting rights at the meeting only by voting in advance, so-called 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. Forms for postal voting are available on the Company’s website www.builddata.se.

Completed and signed form is sent to BuildData Group AB, c/o Eversheds Sutherland Advokatbyrå, Box 14055, 104 40 Stockholm, Sweden or by e-mail to info@builddata.se. The complete form shall be sent well in advance before the meeting and not later than 5 November 2021 to be considered valid as notice of attendance. The form can be sent by mail to BuildData Group AB, c/o Eversheds Sutherland Advokatbyrå, Box 14055, 104 40 Stockholm, Att: AGM 2021 or by e-mail to builddata@info.se. 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. More information can be found in the postal voting form.

 

If the shareholder exercises its right to vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. The proxy form will be available on the Company’s website www.builddata.se. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the postal voting form.

 

PROPOSED AGENDA

 

1. Opening of the meeting and appointment of chairman of the meeting
2. Preparation and approval of the register of voters
3. Appointment of one or two persons to verify the minutes of the meeting
4. Determination of whether the meeting has been duly convened
5. Approval of the agenda
6. 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
7. Resolutions regarding:
8. approval of the profit and loss account and the balance sheet and the consolidated profit and loss account and the consolidated balance sheet;
9. allocation of the Company’s profit or loss in accordance with the adopted balance sheet; and
10. discharge of liability for the members of the Board of Directors and the Managing Director
11. Determination of fees for the Board of Directors and auditors
12. Election of Board of Directors and auditor
13. Resolution regarding changes in the article of association
14. Resolution on authorization for the Board of Directors to resolve on issue of shares, warrants and convertibles
15. Resolution to authorize the Board of Directors to undertake minor adjustments of the resolutions
16. Closing of the meeting

PROPOSED RESOLUTIONS

Item 1 – Opening of the meeting and appointment of chairman of the meeting

The Board of Directors proposes that Johan Engström (Eversheds Sutherland) is appointed as the Chairman of the meeting.

 

Item 2 – Preparation and approval of the register of voters

The voting list proposed for approval is the voting list prepared by the Company, based on the Company’s share register obtained from Euroclear Sweden AB and received postal votes which have been verified and approved by the persons to approve the minutes.

 

Item 3 – Appointment of one or two persons to verify the minutes of the meeting

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.

 

Punkt 7 b) – Allocation of the Company’s profit or loss in accordance with the adopted balance sheet

 

The Board of Directors proposes no dividend for the financial year that ended 30 June 2021.

 

Punkt 7 c) – Discharge of liability for the members of the Board of Directors and the Managing Director

 

Discharge from liability is decided by individual resolutions for each member of the Board of Directors active during the financial year that ended 30 June 2021 and the CEO respectively, in the following order:

 

• Director Stefan Charette
• Director Erik Gabrielson
• Director Mikael Näsström
• Director Per Åkerman
• CEO Gustave Geisendorf

 

Item 8 – Determination of fees for the Board of Directors and auditors

The Company’s nomination committee proposes that the remuneration to the Chairman shall be 186 000 SEK and that renumeration to other Directors shall be 93 000 SEK for the time until the next annual general meeting 2022. Remuneration to the Company’s auditors is proposed to be paid as per the approved invoice.

 

Item 9 – Election of Board of Directors and auditor 

The Company’s Nomination Committee proposes the re-election of (i) Stefan Charette, (ii) Gareth Burton, (iii) Melanie Dawson, (iv) Erik Gabrielson, (v) Mikael Näsström and (vi) Per Åkerman as directors of the Company and (vii) the re-election of Stefan Charette as Chairman of the Board of Directors. The Nomination Committee further proposes that (viii) the registered accounting firm BDO Sweden is appointed 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.

 

Item 10 – Resolution regarding changes in the article of association

The Board of Directors proposes that the Meeting decides to increase the limits in the articles of association on the amount of shares and share capital in accordance with below:

The resolution proposed under this item must be approved by shareholders representing not less than two thirds (2/3) of the votes cast and shares represented at the Meeting.

Item 11 – Resolution on authorization for the Board of Directors to resolve on issue of shares, warrants and convertibles

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 convertibles, to the extent possible from time to time according to the Company’s article of association.

New share issues, as well as issues of warrants and convertibles, may be made with or without deviation from shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions in accordance with Chapter 2 Section 5 of the Swedish Companies Act. Pursuant to Chapter 16 of the Swedish Companies Act, the Board of Directors may not by virtue of this authorization resolve on resolve on issues to directors and/or employees in the Company or its subsidiaries.

 

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 accordance with this item 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.

 

Item 12 – Resolution to authorize the Board of Directors to undertake minor adjustments of the resolutions

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.

 

OTHER

Number of shares and votes

 

At the date of this notice, the total amount of shares and votes in the Company amounts to 62 757 284. The Company does not own any own shares.

Shareholders right to request information

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.

 

Requests for such information shall be submitted in writing to the Company no later than ten days before the meeting, i.e. no later than 1 November 2021, to the Company’s address BuildData Group AB, c/o Eversheds Sutherland Advokatbyrå, Box 14055, 104 40 Stockholm, Sweden (please mark the post with “AGM 2021”) or by e-mail to info@builddata.se. The information is provided by the Company by keeping it available at the Company at the above address and at the Company’s website www.builddata.se under “AGM 2021” no later than 6 November 2021. The information is also sent to shareholders who have requested it and who have provided their address.

Documents

 

Documents in accordance with the Swedish Companies Act will be available at the Company’s office, address set out above, and on the Company’s website www.builddata.se no later than three weeks before the meeting. The documents are also sent to shareholders who have requested it and who have provided their address.

 

Personal data

 

For information on how personal data is processed in relation to the meeting, see the Privacy Notice on Euroclear Sweden AB’s website at: https://www.euroclear.com/sweden/en/regelverk-Euroclear-Sweden/GDPR.html.

______________

Stockholm in October 2021

BuildData Group AB

The Board of Directors

Stockholm 8 October, 2021 – Zutec Holding AB (publ) (“Zutec”)) today announced it has changed its name to BuildData Group AB (“BuildData”). From October 8, 2021 the ticker will change from ZUTEC.ST to BUILD.ST. An extraordinary general meeting on September 7, 2021 approved the name change and Bolagsverket recently registered the new name. All investor information will from October 8, 2021 be found on the new BuildData website www.builddata.se.

“The name change represents the already commenced change in our strategy and in alignment of our vision of partnering with customers throughout the entire building lifecycle from the development stage into construction and ultimately into the operational facility management phase. Our strategy will now be focused on M&A activity and using the BuildData umbrella for such activity” says Gustave Geisendorf, CEO of BuildData.

BuildData’s strategy is to grow revenue by enabling in excess of 20% organic growth in group companies supported by a targeted M&A strategy to acquire companies with complementary offerings in the building lifecycle. BuildData consists of the following companies and solutions:

• Quality Management: A leading web-based and mobile app solution for contractors and housebuilders to manage their quality processes to reduce delays and increase quality. Quality management is offered through the Zutec brand.

• Handover Management: When the main contractor hands back the building to the property owner, our handover management solution offers a complete package of information about the building’s assets including all manuals. Handover management is sold through the Createmaster and Zutec brands.

• Asset Information Management: Our Asset Information Management (“AIM”) solution offers property developers, housebuilders and housing associations a solution to manage all the data through the whole lifecycle of a building from Design to Operations. AIM is sold through the Zutec and Resi-sense brands.

“We are seeing a strong momentum in our business which is why we are confident to accelerate our growth trajectory. We have multiple avenues for both organic and acquired growth, our M&A pipeline is building and we expect to have further M&A announcements in the near future. Our business now consists of both ConTech (Zutec and CreateMaster) and PropTech (Resi-sense) and we are exploring M&A targets within both areas. Our geographic M&A focus will primarily remain in our home markets in the U.K., Ireland and Australia. Our target remains of reaching SEK 200 million in sales within three years. Shareholder value creation will remain a top priority for us as we are embarking on this next stage in our growth journey.” says Gustave Geisendorf, CEO of BuildData.

For more information, please contact:
Gustave Geisendorf, CEO, gustave.geisendorf@builddata.se, +44 7760760777.

About BuildData
BuildData. Group AB is a SaaS provider within construction and property technology and is listed on Nasdaq First North Growth Market. Redeye AB is the Company’s acting Certified Adviser (Tel. +46 8 121 576 90, certifiedadviser@redeye.se www.redeye.se).

“We are delighted that Bruce has chosen to join us. Not only does Bruce bring a wealth of SaaS experience in public companies but he has also deep experience of M&A. With Bruce’s addition we are even better positioned to execute on both our organic and M&A growth strategy. This is an important brick in building our senior management team and we will shortly announce our new organizational structure to capture even more growth”, says Gustave Geisendorf, CEO of Zutec.

Bruce joins from SmartSpace Software Plc, an AIM listed company of workspace optimization. Bruce is ACA qualified and trained with KPMG and has a Diploma in Accounting from London Metropolitan University.

For more information, please contact:

Gustave Geisendorf, CEO, gustave.geisendorf@builddata.se, +44 7760760777.

About BuildData/Zutec

BuildData. Group AB (under name change from Zutec Holding AB (publ)) is a SaaS provider within construction and property technology and is listed on Nasdaq First North Growth Market. Redeye AB is the Company’s acting Certified Adviser (Tel. +46 8 121 576 90, certifiedadviser@redeye.se www.redeye.se).

18.45 CEST / 2021-08-06 / Zutec Holding AB (SEMM:ZUTEC)

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.

PARTICIPATION 

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 

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 investors@zutec.com. 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.

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
6. Resolution to amend the articles of association
7. Election of Board of Directors
8. Closing of the Meeting

PROPOSED RESOLUTIONS 

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

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 Dawson

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.

OTHER 

Information  

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 investors@zutec.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 September 2021. The information is also sent to shareholders who have requested it and who have  provided their address.

Personal data 

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

E-mail: gustave.geisendorf@zutec.com

About Zutec 

Zutec is a SaaS provider within construction and property technology.

Zutec Holding AB (publ) is listed on Nasdaq First North Growth Market and Redeye AB is the Com pany’s acting Certified Adviser +46 8 121 576 90, certifiedadviser@redeye.se, www.redeye.se

 

The extraordinary general meeting in Zutec Holding AB (publ) was held on Tuesday 7 September 2021. Due to the extraordinary situation because of the COVID-19 pandemic, the extraordinary general meeting was carried out through postal voting only, without any physical attendance.

The general meeting resolved, with the required majority, on the resolutions below:

Name change to BuildData Group AB

It was resolved in accordance with the Board of Directors’ proposal to change the name of the Company to BuildData Group AB, and thus resolved to amendment to the Articles of Association.

 

Election of additional Board of Directors

It was resolved in accordance with the Board of Directors’ proposal 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, it was resolved that Stefan Charette is elected as the chairman of the Board.

Following the general meeting, the Board of Directors consists of: Stefan Charette (chairman), Mikael Näsström, Erik Gabrielson, Per Åkerman, Gareth Burton and Melanie Dawson.

 

For more information, please contact:

Gustave Geisendorf, CEO at Zutec

Tel: +353 1 201 3565

E-mail: gustave.geisendorf@zutec.com

 

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 Redeye AB is the Company’s acting Certified Adviser +46 8 121 576 90, certifiedadviser@redeye.se, www.redeye.se

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.

 

PARTICIPATION

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

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 investors@zutec.com. 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.

 

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
6. Resolution to amend the articles of association
7. Election of Board of Directors
8. Closing of the Meeting

 

PROPOSED RESOLUTIONS

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

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 Dawson

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.

OTHER

Information

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 investors@zutec.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.

 

Personal data

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

E-mail: gustave.geisendorf@zutec.com

 

About Zutec

Zutec is a SaaS provider within construction and property technology.

Stockholm 11 June 2021 – Zutec Holding AB (publ) (“Zutec”) today announced that it will change name from Zutec Holding AB to BuildData Group AB (“BuildData”). This comes on the back of the recent upsized SEK100 million targeted rights issue and the acquisition of Createmaster.

“We are now moving into the next phase of our very exciting journey of digitalizing the least digitized industry in the world. The name change represents the already commenced change in our strategy and in alignment of our vision of partnering with customers in the entire building lifecycle from the development stage into construction and ultimately into the operational facility management phase.” says Gustave Geisendorf, CEO of BuildData.

BuildData will consist of the following companies

• Zutec; which is a leading cloud-based construction management platform catering to developers, contractors and subcontractors as well as asset owners. Zutec provides a web-based platform and mobile applications for field use in 2D and 3D/BIM format. Zutec operates in the U.K, Ireland, Australia and the Middle East.
• Createmaster; which is a leading U.K. digital solution platform to contractors, developers and asset owners. BuildData acquired Createmaster in April 2021.
• Resi-sense; which is a U.K. cloud-based tenancy management software platform catering primarily to housebuilders and developers as well as service providers and asset owners. BuildData acquired Resi-sense as part of its acquisition of Createmaster and will going forward be an independent entity.

“The name change is further a reflection of the fact that we are a Swedish company with a Swedish management team and board of directors. We are pleased to have a group of core Swedish institutional shareholders in Athanase, AP4, FE Fonder and Norron. We are also lucky that Swedish serial entrepreneur and investor Peter Dahlberg has joined the shareholder list as a meaningful shareholder and his experience from successful buy-and-build strategies will be valuable to our journey going forwards.” says Gustave Geisendorf, CEO of BuildData.

BuildData’s strategy is to continue adding business areas and companies as part of its M&A strategy which now will intensify on the back of the recent targeted rights issue.

“We are seeing a terrific momentum in our business which is why we are confident to accelerate our growth trajectory. We are able to attract key talent that wants to join our mission and we expect to announce more key hires in the near-term. We have multiple avenues for both organic and acquired growth, our M&A pipeline is building and we expect to have further M&A announcements in the near future. Our business now consists of both ConTech (Zutec and CreateMaster) and PropTech (Resi-sense) and we are exploring M&A targets within both areas. Our geographic M&A focus will primarily remain in our home markets in the U.K., Ireland and Australia. Our target remains of reaching SEK200 million in sales within three years. Shareholder value creation will remain a top priority for us as we are embarking on this next stage in our growth journey.” says Gustave Geisendorf, CEO of BuildData.

The name change in subject to an extraordinary general meeting which will be convened shortly.

 

For more information, please contact:

Gustave Geisendorf, CEO, gustave.geisendorf@zutec.com, +44 7760760777.

 

About BuildData

BuildData. Group AB (to be changed from Zutec Holding AB (publ)) is a SaaS provider within construction and property technology. Zutec Holding AB (publ) is listed on Nasdaq First North Growth Market and Redeye AB is the Company’s acting Certified Adviser (Tel. +46 8 121 576 90, certifiedadviser@redeye.se www.redeye.se).

The extraordinary general meeting in Zutec Holding AB (publ) was held on Tuesday 7 September 2021. Due to the extraordinary situation because of the COVID-19 pandemic, the extraordinary general meeting was carried out through postal voting only, without any physical attendance.

The general meeting resolved, with the required majority, on the resolutions below:

Name change to BuildData Group AB

It was resolved in accordance with the Board of Directors’ proposal to change the name of the Company to BuildData Group AB, and thus resolved to amendment to the Articles of Association.

 

Election of additional Board of Directors

It was resolved in accordance with the Board of Directors’ proposal 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, it was resolved that Stefan Charette is elected as the chairman of the Board.

Following the general meeting, the Board of Directors consists of: Stefan Charette (chairman), Mikael Näsström, Erik Gabrielson, Per Åkerman, Gareth Burton and Melanie Dawson.

 

For more information, please contact:

Gustave Geisendorf, CEO at Zutec

Tel: +353 1 201 3565

E-mail: gustave.geisendorf@zutec.com

 

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 Redeye AB is the Company’s acting Certified Adviser +46 8 121 576 90, certifiedadviser@redeye.se, www.redeye.se

The extraordinary general meeting in Zutec Holding AB (publ) was held on Tuesday 7 September 2021. Due to the extraordinary situation because of the COVID-19 pandemic, the extraordinary general meeting was carried out through postal voting only, without any physical attendance.

The general meeting resolved, with the required majority, on the resolutions below:

Name change to BuildData Group AB

It was resolved in accordance with the Board of Directors’ proposal to change the name of the Company to BuildData Group AB, and thus resolved to amendment to the Articles of Association.

 

Election of additional Board of Directors

It was resolved in accordance with the Board of Directors’ proposal 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, it was resolved that Stefan Charette is elected as the chairman of the Board.

Following the general meeting, the Board of Directors consists of: Stefan Charette (chairman), Mikael Näsström, Erik Gabrielson, Per Åkerman, Gareth Burton and Melanie Dawson.

 

For more information, please contact:

Gustave Geisendorf, CEO at Zutec

Tel: +353 1 201 3565

E-mail: gustave.geisendorf@zutec.com

 

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 Redeye AB is the Company’s acting Certified Adviser +46 8 121 576 90, certifiedadviser@redeye.se, www.redeye.se

Correction: The correct attachment has been added to this press release.  No other change has been made to the press release

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO

THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN, HONG

KONG, SWITZERLAND, SINGAPORE OR NEW ZEALAND OR ANY JURISDICTION IN WHICH THE

PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS PRESS RELEASE

DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OF ZUTEC.

The board of Directors of Zutec Holding AB (publ) (“Zutec” or the “Company”) has resolved,

subject to the approval by shareholders at an Extraordinary General Meeting (the “EGM”), on

a directed new issue of 16,666,666 shares, which is expected to raise proceeds to the

Company of SEK 100 million before issue costs.

The intention to carry out the directed share issue was announced earlier today. The Board of

Directors has now resolved, subject to the approval by shareholders at an EGM, on such issue

to a number of institutional investors, including Athanase Industrial Partner (“Athanase”), FE

Fonder, Norron Asset Management and AP4, on the basis of an accelerated bookbuild

conducted by Skandinaviska Enskilda Banken. The Company intends to publish a notice

convening an EGM shortly, which is expected to be held on or around June 11, 2021.

In total, 16,666,666 new ordinary shares will be issued at a subscription price of SEK 6 per

share. Accordingly, the directed issue is expected to raise proceeds to the Company of SEK

100 million before issue costs. The subscription price of SEK 6 per share implies a discount of

around 14 per cent compared to the closing price on May 25, 2021.

“We are very pleased to welcome all new shareholders to join Zutec on our ongoing journey

towards our vision of becoming a leading player within cloud based construction software. We

are proud that such an accomplished group of investors have joined us, as we are seeking to

diversify our shareholder base through an improved mix of institutional investors, high net

worth individuals and retail investors. This funding helps us to further accelerate our growth,

both organically and through acquisitions, and to build on the strong momentum we are

enjoying. We have a well-defined plan for value creation for our shareholders that includes

acquisitions, which will be of enhanced focus following this directed share issue. ” says Gustave

Geisendorf, CEO of Zutec

The Company intends to use the proceeds from the directed share issue to finance continued

organic growth through initiatives within sales, marketing and product development, as well

as for M&A purposes.

The reasons for the deviation from the shareholders’ pre-emption rights are that the Company

shall, in a timely manner, be able to secure the Company’s capital need for the operations, as

well as broaden the ownership structure of the Company with institutional investors.

The directed share issue, if approved, will result in an increase of the number of shares in

Zutec by 16,666,666 from 46,090,618 to 62,757,284, and an increase of the share capital by

SEK 3,333,333.20 from SEK 9,218,123.60 to SEK 12,551,456.80, resulting in a dilution of

approximately 27 per cent for Zutec’s existing shareholders after the directed issue. The

directed issue is conditional upon an EGM having approved the directed issue no later than

July 1, 2021 and the capital increase having been registered by the Swedish Companies

Registration office (Sw. Bolagsverket) no later than July 15, 2021. As shares have been

subscribed by Athanase, the EGM approval requires support from shareholders representing

not less than 90 per cent of the shares and votes at the EGM.

Main shareholder Athanase, representing approximately 47 per cent of the shares and votes

in Zutec, has undertaken to vote in favour of the directed issue at the EGM and not to dispose

of any such shares prior to the EGM. Subject to customary exceptions, Athanase, management

and board members of the Company and the Company have agreed to a lock-up until the

period ending 90 days after approval at the EGM.

Skandinaviska Enskilda Banken acted as Sole Bookrunner and Eversheds Sutherland acted as

legal adviser to Zutec in connection with the directed share issue.

 

For further information, please contact

Gustave Geisendorf, CEO, Tel: +353 1 21 3565, email: gustave.geisendorf@zutec.com

This is information that Zutec Holding AB (publ) is obliged to make public pursuant to the EU

Market Abuse Regulation. The information was submitted for publication, through the agency

of the contact person set out above, on May 25, 2021 at 23.23 CET.

 

About Zutec Holding AB (publ)

Zutec is a provider of cloud-based construction management software with operations in

Dublin, Abu Dhabi, London and Melbourne. Zutec’s product offering includes the Zutec

product family, CreateMaster as well as Resi-Sense. Zutec Holding AB (publ) is listed on Nasdaq

First North Growth Market and Redeye AB is the Company’s acting Certified Adviser (Tel. +46

8 121 576 90, certifiedadviser@redeye.se, www.redeye.se).

 

Important information

Publication, distribution or release of this press release may, in certain jurisdictions, be subject

to restrictions. The recipients of this press release in jurisdictions where this press release has

been published or distributed shall inform themselves of and follow such restrictions. This

press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for

any securities in the Company in any jurisdiction, neither from Zutec nor from anyone else.

This press release does not constitute or form part of an offer or solicitation to purchase or

subscribe for securities in the United States. The securities referred to herein may not be sold

in the United States absent registration or an exemption from registration under the US

Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold

within the United States absent registration or an applicable exemption from, or in a

transaction not subject to, the registration requirements of the Securities Act. There is no

intention to register any securities referred to herein in the United States or to make a public

offering of the securities in the United States. The information in this press release may not

be published, distributed or released, directly or indirectly, in whole or in part, within or into

the United States of America, Australia, Canada, Hong Kong, Israel, Japan, New Zeeland, South

Africa, Switzerland or in any other jurisdiction where such publication, distribution or release

of the information would not comply with applicable laws and regulations or would require

prospectuses, registration or any other measures than those required by Swedish law. Actions

taken in violation of this instruction may constitute a crime against applicable securities laws

and regulations.

In the United Kingdom, this document and any other materials in relation to the securities

described herein is only being distributed to, and is only directed at, and any investment or

investment activity to which this document relates is available only to, and will be engaged in

only with, “qualified investors” (within the meaning of the United Kingdom version of the EU

Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the

European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in

matters relating to investments who fall within the definition of “investment professionals” in

Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005

(the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order

(all such persons together being referred to as “relevant persons”). In the United Kingdom,

any investment or investment activity to which this communication relates is available only to,

and will be engaged in only with, relevant persons. Persons who are not relevant persons

should not take any action on the basis of this press release and should not act or rely on it.