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

Uppdaterad 2020-04-22
Publicerad 2020-04-22

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, 22 May 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 Friday, 15 May 2020, and
  • notify the Company of its intention to attend the Meeting not later than on Friday, 15 May 2020. Notice to attend is to be made by email to investors@zutec.com or by mail to Zutec Holding AB (publ), "EGM May 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, 15 May 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 1,416,666.80, represented by 7,083,334 shares. Each share carries one vote.

As further set out below, the proposed resolutions included in the proposed agenda for the Meeting are supported by shareholders representing up to 61.5 per cent of the shares and votes in the Company.

Proposed agenda

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
  • Determination of whether the Meeting has been duly convened
  • Resolution to amend the articles of association
  • Resolution on the Board of Director's proposal on new issue of shares directed to the general public in Sweden
  • Resolution on the Board of Director's proposal on right issue
  • Resolution on implementation of an incentive program by way of a directed issue of warrants and approval of transfer of warrants
  • Resolution of a directed issue of warrants to the CEO
  • Election of Board of Directors
  • Resolution on authorization to undertake minor adjustments of the resolutions
  • Closing of the Meeting
  • Appointment of Chairman of the Meeting (item 2)

    The Board of Directors proposes that attorney at law Gabriel Albemark (Eversheds Sutherland) is appointed as the Chairman of the Meeting.

    Resolution to amend the articles of association (item 7)

    In the light of the Board of Directors' proposal of resolution on new issues of shares, and in the Swedish Company Act, the Board of Directors suggests that the Meeting resolves to amend the Company's articles of association as follows:

    Changes to the limits for the share capital and number of shares

    Currently, the Company's share capital (item 4 of the articles of association) shall be not less than SEK 1,400,000 and no more than SEK 5,600,000. The Board of Directors proposes the limits to be changed to not less than SEK 5,600,000 and no more than SEK 22,400,000.

    Currently, the number of shares in the Company (item 5 of the articles of association) shall be not less than 7,000,000 and no more than 28,000,000. The Board of Directors proposes the limits to be changed to not less than 28,000,000 and no more than 112,000,000.

    Changes due to proposed changes to the Swedish Company Act

    Due to proposed changes of the Swedish Companies Act through prop. 2019/20:116, it is further proposed that the wording under item 9 paragraph 1 of the articles of association is changed, as follows:

    Current wording:

    "Shareholders wishing to attend a general meeting must (i) be recorded in such a transcript or other manner of the entire shareholders' ledger as set out in Chapter 7 Section 28 Subsection 3 of the Swedish Companies Act (2005:551), regarding conditions five (5) business days prior to the general meeting, and (ii) reports its participation to the company no later than the time date and time set out in the notice to the general meeting. The latter date may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not take place earlier than the fifth business day prior to the general meeting.

    Proposed wording:

    "Shareholders wishing to attend a general meeting must report its participation to the company no later than the date set out in the notice to the general meeting. This date may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not take place earlier than the fifth business day prior to the general meeting.

    A resolution pursuant to this proposal is conditional upon that the Meeting also resolves in accordance with the Board of Directors' proposal as set forth in item 9 of the proposed agenda.

    A valid resolution pursuant to this item requires that the resolution be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the number of shares represented at the Meeting.

    Resolution on the Board of Director's proposal on new issue of shares directed to the general public in Sweden (item 8)

    The Board of Directors proposes the Meeting to resolve on new issue of shares directed to the general public in Sweden with deviation from the shareholders' pre-emption right subject to the following conditions set forth below. Athanase Industrial Partners II Kommanditbolag and Athanase Industrial Partners Fund II, (together “Athanase”) and Erik Gabrielson (collectively the "Guarantors") have undertaken to guarantee the full amount of the directed share issue.

  • The directed share issue will, upon full subscription, provide the Company with approximately SEK 2,000,000.
  • The right to subscribe for shares in the issue shall, with deviation from the shareholders' pre-emption right be directed to the general public in Sweden.
  • The subscription price shall be SEK 1.14 per share, which is equal to a discount of 15 per cent of the average volume-weighted share price as quoted on Nasdaq First North Growth Market during the period ten (10) trading days calculated from 6 April to 21 April 2020.
  • Subscription of the newly issued shares shall take place during the period from 1 June 2020 until and including 15 June 2020. The Board of Directors has the right to extend the subscription period.
  • Subscription may be made of a minimum of 5,000 shares, which corresponds to a minimum investment of SEK 5,700 per subscriber.
  • The number of shares in the Company increases by maximum 1,754,385 shares and the company's share capital increases by maximum SEK 350,877 through the issue.
  • The new shares shall be entitled to dividend for the first time on the record date for dividends that occur after the shares have been registered with the Swedish Companies Registration Office and the shares have been registered in the share register kept by Euroclear Sweden AB.
  • The purpose of the directed share issue and the reasons for the deviation from the shareholders' pre-emption right is to diversify the shareholding base among Swedish and non-Swedish investors and to secure the fulfilment of the requirements on the number of qualified shareholders under the rulebook for issuers traded on Nasdaq First North Growth Market.
  • The Board of Directors shall be authorized to make any formal adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden, including but not limited to procuring that so-called interim shares (Sw. betald tecknad aktie, BTA) shall be delivered to the subscribers.   
  • Documents in accordance with Chapter 13, Section 6 of the Companies Act have been prepared.

    A valid resolution pursuant to this item requires that the resolution be supported by shareholders with at least two-thirds 2/3 of both the votes cast and the number of shares represented at the Meeting.

    Resolution on the Board of Director's proposal on right issue (item 9)

    The Board of Directors proposes the Meeting to resolve on an issue a maximum of 35,416,670 shares with pre-emption right for existing shareholders. The rights issue would increase the share capital with a maximum of SEK 7,083,344 and is subject to the following conditions.

  • The record date for participation in the rights issue shall be 28 May 2020.
  • The right to subscribe for new shares shall belong to those persons who are registered as shareholders in the Company on the record date for the new share issue, whereby the holding of one (1) share entitles to five (5) subscription rights. One (1) subscription right entitles to subscription of one (1) share.
  • In the event that all shares are not subscribed for with the support of subscription rights, the Board shall, within the maximum amount of the rights issue, resolve on the allocation of shares subscribed without the support of subscription rights, whereby such shares shall primarily be allocated to those who also subscribe for shares with support of subscription rights, whether they were shareholders on the record date or not, pro rata in relation to the number subscribed. Any remaining shares shall be allocated to those who have guaranteed the rights issue in accordance with the terms and conditions set forth in their respective guarantee commitments, whereby the allocation shall primarily be made pro rata in relation to the guarantee commitments. To the extent that allotment according to the above, cannot be pro-rata, allotment shall be made by lottery.
  • Subscription of the newly issued shares shall take place during the period from 1 June until and including 15 June 2020. The Board has the right to extend the subscription period.
  • The subscription price shall be SEK 1.14 per share, which is equal to a discount of 15 per cent of the average volume-weighted share price as quoted on Nasdaq First North Growth Market during the period ten (10) trading days calculated from 6 April to 21 April 2020.
  • Payment of the shares shall be made in cash. Payment of shares subscribed for with pre-emption right shall take place at the same time as the subscription is made during the period from 1 June until and including 15 June 2020. Payment of shares subscribed for without pre-emption right shall be made no later than three (3) banking days following the day the notice of allotment was sent to the subscriber. The Board has the right to extend the payment period.
  • The new shares shall be entitled to dividend for the first time on the record date for the dividend that occurs after the share issue has been registered with the Swedish Companies Registration Office and entered into the share register kept by Euroclear Sweden AB.
  • A resolution pursuant to this proposal is conditional upon that the Meeting also resolves in accordance with the Board of Directors' proposal as set forth in item 7 of the proposed agenda. Documents in accordance with Chapter 13, Section 6 of the Companies Act has been prepared.

    Information to shareholders

    Athanase has undertaken to subscribe for its pro-rata share in the rights issue. Athanase and Erik Gabrielson have furthermore undertaken to guarantee the full amount of the rights issue, which may entail that Athanase subscribes for more shares than its pro-rata share.

    Erik Gabrielson is a director of Athanase Industrial Partners II AB, a company within the Athanase group. Erik Gabrielson holds no shares in the Company on the date of this proposal. Athanase holds 1,215,222 shares in the Company, corresponding to approximately 17.2 per cent of the share capital and 1,215,222 of the votes in the Company. If the rights issue and directed share issue are not fully subscribed, Athanase may, as a result of its guarantee commitment and together with Erik Gabrielson hold a maximum of approximately 86.7 per cent of the votes and a maximum of approximately 38,386,278 of the shares in the Company. The Swedish Securities Council has admitted Athanase exemption from the mandatory bid obligation that could arise if Athanase’s shareholding in the Company through subscription in the rights issue would correspond to 30 per cent or more of the voting rights in the Company.

    A condition for the decision of the Swedish Securities Council to grant exemption from the mandatory bid requirement is that the shareholders at the Meeting resolve on the rights issue with at least two-thirds (2/3) of both votes cast and represented shares at the Meeting, with disregard for the shares held represented by Athanase.  

    If the Meeting resolves on the rights issue with a majority that does not comply with the Swedish Securities Council's condition as set out above, the Company will carry out the rights issue without it being guaranteed by Athanase.

    Resolution on implementation of a share-based incentive program, by way of a directed issue of warrants and approval of transfer of warrants (item 10)

    (A) Implementation of an incentive program

    The Board of Directors proposes that the Meeting resolves to implement a share-related incentive program for certain employees in the Company's subsidiaries (the "Subsidiaries") on the principal terms and conditions below, by way of an issue of warrants directed to the Company's subsidiary Zutec Inc. (Ireland) Limited and approval of the transfer of warrants from the Subsidiary to certain employees (the "Incentive Program"). This proposal is presented in order to strengthen the organization and to motivate key individuals to create shareholder value. The Board of Directors assesses that these objectives are in line with all shareholders' interests.

  • The Incentive Program comprises certain employees of the Subsidiaries (the "Participants") and is based on warrants issued by the Company. Directors of the Company nor its Subsidiaries will be allowed to participate. The incentive program will include approximately ten (10) Participants in total (subject to inclusion of new recruitments). The warrants are to be allocated among the employees as follows:
  • Category Number of warrants CEO 2,950,000 (50 per cent of the warrants) Other employees 2,950,000 (50 per cent of the warrants) Total number of warrants 5,900,000
  • Allotted warrants are vested for a period of three years, i.e. one-third each year.
  • Vesting requires that the Participant is still employed by the Subsidiary has not terminated the employment on the day when the respective vesting takes place. In the event that Participants cease to be employed or terminate their employment with the Subsidiary before a vesting day, already earned warrants may be exercised at the ordinary time for exercise as described below, but further vesting will not take place.
  • The warrants are granted free of charge.
  • Participants can exercise allotted and vested warrants during the period from and including 1 September 2023 until and including 31 December 2023.
  • The warrants shall be regulated in separate agreements with the respective Participant. The agreement shall, inter alia, include provisions regarding good and bad leaver and restriction on transfer of the Warrants. The Board of Directors shall be responsible for the design and management of the incentive program within the framework of the above-mentioned principal terms and conditions.
  • In order to implement the Incentive Program, the Board of Directors proposes that the Meeting resolves to approve the terms and conditions of the Incentive Program under this item (A) and that the Meeting resolves on a directed issue of warrants to Zutec Inc. (Ireland) Limited and on approval of transfer of warrants from Zutec Inc. (Ireland) Limited to the Participants, as proposed under items (B) and (C) below.

    (B) Resolution on a directed issue of warrants to Zutec Inc. (Ireland) Limited

  • The Company shall issue no more than 5,900,000 warrants. Each warrant entitles to subscription of one (1) new share in the Company. If all warrants are subscribed, transferred to and exercised by the Participants for the subscription of new shares, the Company's share capital will increase by SEK 1,180,000 (subject to potential recalculations in accordance with the standard terms and conditions that is to apply in relation to the warrants).
  • The warrants may, with deviation from the shareholders' preferential rights, only be subscribed for by Zutec Inc. (Ireland) Limited, after which they are to be transferred to the Participants in accordance with the resolution adopted by the Meeting and instructions from the Company's Board of Directors.
  • Subscription of warrants shall be made by Zutec Inc. (Ireland) Limited on a subscription list immediately following the Meeting resolution on this issue of warrants. The Board of Directors shall be entitled to prolong the subscription period.
  • Zutec Inc. (Ireland) Limited is not to pay anything for the warrants.
  • The warrants may be exercised for subscription of new shares during the period from and including 1 September 2023 until and including 31 December 2023. Subscription of new shares may not take place during so-called closed periods according to the EU Market Abuse Regulation, or otherwise in breach of relevant insider rules and regulations (including the Company's internal guidelines in this respect). Warrants that have not been exercised for subscription of shares by the last day of the exercise period shall lapse.
  • Each warrant shall entitle the Participants to subscribe for one new share in the Company at a subscription price of SEK 2.28 per share.
  • The warrants shall be transferred to the Participants in accordance with instructions from the Company's Board of Directors in accordance with the principles set forth below.
  • The shares that are added through the exercise of warrants entitle the Participant to dividend from the first record date for dividends that occur after the share has been entered into the Company's share register.
  • The warrants shall be subject to additional terms and conditions, including customary recalculation conditions. As a result, the subscription price of the new shares and the number of shares that each warrant entitles to may be subject to recalculation as a result of certain events, e.g. split, combination and rights issues.
  •  (C) Resolution on approval of transfer of warrants to the Participants

    A resolution to implement the Incentive Program by way of issuing warrants in accordance with this proposal also includes an approval of transfer of warrants to the Participants. The Board of Directors proposes that the Meeting resolves to approve of transfer of warrants from Zutec Inc. (Ireland) Limited to the Participants.

    The maximum dilution of the Incentive Program corresponds to 10 per cent assuming all warrants are exercised for subscription of new shares and assuming full subscription of the directed share issue, the rights issue and full exercise of warrants under the proposed resolution on a directed issue of warrants to the CEO.

    Documents in accordance with Chapter 14, Section 8 of the Companies Act have been prepared.

    A valid resolution pursuant to this item 10 requires that the resolution be supported by shareholders with at least nine-tenths 9/10 of both the votes cast and the number of shares represented at the Meeting.

    Resolution on a directed issue of warrants to the CEO (item 11)

    The Board of Director proposes that the Meeting resolves on a directed issue of warrants to the Company's CEO Gustave Geisendorf. With the purpose to align the interest of the Company executives with shareholders and to achieve the best possible business and value development for the Company, the Board of Directors proposes that the CEO is offered to subscribe a maximum of 8,850,000 warrants.

    Each warrant shall entitle the right to subscribe for a new share in the Company at a subscription price of SEK 1.14 per share during the period from and including 1 September 2020 until and including 31 December 2025, or the earlier day that follows from the terms and conditions of the warrants.

    Subscription of the warrants shall take place at a price corresponding to the market value of the warrants on the date of subscription, to be calculated in accordance with the Black & Scholes valuation method.

    The maximum dilution of the warrants corresponds to 15 per cent, assuming all warrants are exercised for subscription of new shares and assuming full subscription of the directed share issue, the rights issue and full exercise of warrants under the Incentive Program.

    Documents in accordance with Chapter 14, Section 8 of the Companies Act has been prepared.

    A valid resolution pursuant to this item requires that the resolution be supported by shareholders with at least nine-tenths 9/10 of both the votes cast and the number of shares represented at the Meeting.

    Election of Board of Directors (item 12)

    The Board of Directors currently consists of three (3) directors. It is proposed that the Board of Directors shall consist of four (4) directors and no alternate directors.

    It is further proposed that Erik Gabrielson is elected as a new director of the Board and that the current director Mikael Näsström is elected as the new chairman of the Board.  

    Resolution on authorisation to undertake minor adjustments of the resolutions (item 13)

    The Board of Directors proposes that the Meeting authorizes the Board of directors, the CEO or the person otherwise designated by the Board of Directors, to undertake minor adjustments and clarifications of the resolutions made by the Meeting to the extent it is required for registration of the resolutions.

    Documents and information

    The above proposals are supported by major shareholders representing 61.5 per cent of the shares and votes in the Company. As regards to item 9, the support from major shareholders is 44.5 per cent, taken into account that votes cast by Athanase Industrial Partners II Kommanditbolag and Athanase Industrial Partners Fund II must be disregarded to comply with the conditions for exemption from the mandatory bid requirement as granted by the Swedish Securities Council.

    The Board of Directors' complete proposals under item 7–11, including any other documents required by the Swedish Companies Act, will be available on the Company's website two weeks prior to the Meeting, at the latest.

    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

     

    This information is such information that Zutec Holding AB is obliged to disclose in accordance with the EU Market Abuse Regulation. The information was submitted, for publication by the above contact person, for publication on 22 April 2020 at 08:58 CEST.

    About Zutec

    Zutec develops and markets cloud-based software solutions, primarily directed to companies within the building and construction industry. The Company’s products help clients to increase their productivity and cost efficiency. Zutec provides solutions within project management, data and document collaboration tools, data enriched 3D-models, defect management, project handover and the operations and maintenance of buildings.

    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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