Notice of extraordinary general meeting in ZetaDisplay AB (publ)
NOTE: This is an unofficial translation of the original
Swedish notice. In case of discrepancies, the Swedish version shall
prevail.
The shareholders of ZetaDisplay AB
(publ) reg.
no. 556603-4434 (the “Company” or
“ZetaDisplay”) are hereby given notice of the Extraordinary General
Meeting (the “EGM”) to be held on 7 October 2021.
Due to the extraordinary situation relating
to the covid-19 pandemic, the ZetaDisplay’s EGM will be
carried out through advance voting (postal voting) pursuant to
temporary legislation. There will be no meeting with the
possibility to attend in person or to be represented by a
proxy.ZetaDisplay welcomes all shareholders to exercise their
voting rights at the EGM through advance voting as described below.
Information on the resolutions passed at the EGM will be published
on 7 October 2021 as soon as the result of the advance voting has
been finally confirmed.The shareholders may request in the advance
voting form that a resolution on one or several of the matters on
the proposed agenda below should be deferred to a so-called
continued general meeting, which cannot be conducted solely by way
of advance voting. Such general meeting shall take place if the EGM
so resolves or if shareholders representing at least one tenth of
all shares in the Company so requests.
Right to
participateShareholders that wish to participate in the
EGM through advance voting,shall be registered in the share
register maintained by Euroclear Sweden AB no later than on
29 September 2021; and shall have notified the Company of
their intention to participate at the EGM no later than on 6
October 2021 by casting their advance vote in accordance with the
instructions under the heading “Advance voting”.
Nominee-registered
sharesShareholders whose shares are registered in the name
of a nominee/custodian must register their shares in their own
names in order to be entitled to participate in the EGM. Such
registration, which may be temporary, must be effected no later
than on 1 October 2021 and shareholders must, therefore, instruct
their nominees well in advance thereof.
Advance votingThe shareholders
may only exercise their voting rights at the EGM 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.
A special form shall be used for advance voting.
The form is considered as notice to participate in the EGM. The
form is available at ir.zetadisplay.com.
The completed form must be submitted to the
Company no later than on 6 October 2021. The completed form shall
be sent ZetaDisplay AB (publ), c/o Fredersen Advokatbyrå,
Lästmakargatan 18, 111 44 Stockholm, or by e-mail to
zetadisplay@fredersen.se. If the shareholder votes in advance by
proxy, a power of attorney shall be enclosed to the form. If the
shareholder is a legal entity, a certificate of incorporation or a
corresponding authorization document shall be enclosed to the form.
The shareholder may not provide special instructions or conditions
in the voting form. If so, the entire postal vote is invalid.
Further instructions and conditions can be found in the postal
voting form.
Proposal of
agenda1. Election of chairwoman of the
meetingAdvokat Nina Johnsson at Fredersen
Advokatbyrå2. Preparation and approval of the
voting register3. Approval of the
agenda4. Election of one or two persons to attest
the minutesAnton Walfridsson at Fredersen
Advokatbyrå5. Determination as to whether the
meeting has been duly convened6. Resolution as to
the number of Board members 7. Election of Board
members
1.1 Finn
Følling
(re-election) 1.2 Matthew
Peacock (new election)
1.3 Michael Comish (new
election)8. Resolution on remuneration to the
Board of Directors9. Election of chairman of the
BoardMatthew Peacock (new election)
Proposals
Alpha Acquisition AB’s proposals
(items 1 and
6 -
9)Alpha Acquisition AB proposes
the EGM to resolve:that Advokat Nina Johnsson at Fredersen
Advokatbyrå is elected chairwoman of the EGM,that the Board of
Directors shall consist of three (3) Board members and no deputy
Board members,that all current members of the Board of Directors
save for Finn Følling shall be dismissed from the Board of
Directors and Matthew Peacock and Michael Comish is elected as new
members of the Board of Directors, for the period until the end of
the next Annual General Meeting,that remuneration to the Board
shall be SEK 150,000 to Finn Følling and that no remuneration shall
be paid to Matthew Peacock or Michael Comish, andthat Matthew
Peacock is elected as Chairman of the Board of Directors.
Information on proposed new Board
membersMichael Comish is
a Senior Operating Partner at Hanover Investors. He attended the
University of Western Ontario for his undergraduate and INSEAD for
an MBA. Michael joined Hanover from TPG and brings a host of
strategic, digital and technology skills honed while starting,
scaling and selling three businesses and also as Tesco’s Chief
Digital Officer. Michael is independent in relation to ZetaDisplay
and its management, but is not independent in relation to the
company’s major shareholder. Michael does not hold any shares in
ZetaDisplay.
Matthew Peacock holds a
master’s degree in law from Cambridge University and is, inter
alia, Founder Partner at Hanover Investors and board member of
Kalibrate Technologies and Brady Technologies. Previously he has
been, inter alia, a board member of Blancco plc and Escher Group.
Matthew Peacock is independent in relation to ZetaDisplay and its
management, but is not independent in relation to the company’s
major shareholders. Matthew Peacock does not directly hold any
shares in ZetaDisplay.
The Board’s proposals
Preparation and approval of the voting register
(item 2)The voting list
proposed to be approved is the voting list prepared by Fredersen
Advokatbyrå on behalf of the Company, based on the EGM share
register and received postal votes, controlled and checked by the
persons assigned to check the minutes.
Election of one or two persons to attest the minutes
(item 4)
The Board of Directors proposes Anton
Walfridsson at Fredersen Advokatbyrå or if he is prevented from
participating, the person appointed by the Board of Directors, to
attest the minutes. The assignment to attest the minutes also
include checking the voting list and that the received postal votes
are correctly reflected in the minutes of the meeting.
Further informationAs per the
date of this notice, the total number of shares and votes in the
Company are 27,861,808. The Company does not hold any own
shares.
The last adopted annual report, audit report,
postal notification and proxy forms, as well as complete underlying
documentation, will be made available by the Company and at the
Company's website three weeks before the EGM. The documents will be
sent to shareholders who request it and provide their postal
address.
The Board of Directors and the CEO shall, if any
shareholder so requests and the Board of Directors believes that it
can be done without material harm to the Company, provide
information regarding circumstances that may affect the assessment
of an item on the agenda and circumstances that can affect the
assessment of the Company’s or its subsidiaries’ financial
situation and the Company’s relation to other companies within the
Group. A request for such information shall be made in writing to
the Company no later than 27 September, to ZetaDisplay, c/o
Fredersen Advokatbyrå, Lästmakargatan 18, 111 44 Stockholm, or by
e-mail to zetadisplay@fredersen.se. The information will be made
available on the Company’s website and at the Company’s offices, no
later than 2 October 2021. The information will also be sent to the
shareholder who has requested the information and stated its
address.
The Company has its registered office in Malmö.
Processing of personal data
For information on how your personal data is
processed,
see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Malmö September 2021ZetaDisplay AB
(publ)The Board of
Directors
- 20210914 ZD calls for extra AGM on 7 October 2021
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