Notice of Annual 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.
NOTICE OF ANNUAL GENERAL MEETING IN
ZETADISPLAY AB (PUBL)
The shareholders of ZetaDisplay AB (publ)
reg. no. 556603-4434 (the “Company”) are hereby given
notice of the Annual General Meeting (the “AGM”) to be held on 30
June 2022.
The Company’s annual general meeting 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 AGM through advance voting as described below.
Information on the resolutions passed at the AGM will be published
on 30 June 2022 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 AGM
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 AGM through advance voting,
shall be registered in the share register maintained by
Euroclear Sweden AB no later than on 21 June 2022; and
shall have notified the Company of their intention to
participate at the AGM no later than on 29 June 2022 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 AGM. Such registration, which may be temporary,
must be effected no later than on 23 June 2022 and shareholders
must, therefore, instruct their nominees well in advance
thereof.
Advance votingThe shareholders may only
exercise their voting rights at the AGM by voting in advance,
so-called postal voting, in accordance with Section 22 of the Act
(2022:121) 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 AGM. The
form is available at www.zetadisplay.com.
The completed form must be submitted to the
Company no later than on 29 June 2022. The completed form shall be
sent to ZetaDisplay AB 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 agenda
- Election of chairman of the meeting
Nina Johnsson
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to attest the minutes
Madeleine Odell
- Determination as to whether the meeting has been duly
convened
- Presentation of the annual report and the auditor’s report as
well as the group accounts and the auditor’s report for the
group
- Resolution on
- adoption of the profit and loss account and the balance sheet
as well as of the consolidated profit and loss account and the
consolidated balance sheet
- allocation of the Company’s profit or loss according to the
adopted balance sheet
- discharge from liability for the Board members and the CEO
- Resolution as to the number of Board members and auditors
- Resolution on the remuneration to the Board of Directors and
auditor
- Election of Board members
- 1 Matthew Peacock (re-election)
- 2 Michael Comish (re-election)
- 3 Per Mandorf (new election)
- 4 Anthony Nicholas Greatorex (new election)
- 5 Faisal Rahmatallah (new election)
- Election of chairman of the Board
Matthew Peacock (re-election)
- Election of auditor
Öhrlings PricewaterhouseCoopers AB (re-election)
- Resolutions regarding change of company type and
amendments of the articles of the association
Proposals
It has been proposed that the AGM resolves
(item 1 and 8-12)that Nina Johnsson is elected chairwoman of
the AGM,that the Board of Directors shall consist of five Board
members and no deputy Board members,that one registered audit firm
with no deputy auditors is elected as auditor of the Company, that
no remuneration to the Board of Directors shall be paid to the
Board members,that remuneration to the auditor shall be in
accordance with approved invoicing, that Matthew Peacock and
Michael Comish are re-elected as Board members, and that Per
Mandorf, Anthony Nicholas Greatorex and Faisal Rahmatallah are
elected as new members of the Board, for the period until the end
of the next AGM,that Matthew Peacock is re-elected as chairman of
the Board, andthat Öhrlings PricewaterhouseCoopers AB is re-elected
as audit firm. Öhrlings PricewaterhouseCoopers AB has informed that
the authorized accountant Eva Jonséus Carlsvi will continue as
principle auditor, if the AGM resolves in accordance with the
proposal.
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 AGM 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 Madeleine Odell
or if she 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.
Allocation of the company’s profit or
loss (item 7b)The Board of Directors proposes that no
dividend for the financial year 2021 is to be paid.
Resolutions regarding change of company type and amendments
of the articles of the association (item 13)
The Board of Directors proposes that the Company
should change company type from public to private and that the
articles of the association of the Company should have the
following wording.
Company name in § 1 is proposed have the
following wording:“The name of the company is ZetaDisplay AB.”
Numbers of shares and classes of shares in § 5
is proposed to have the following wording:“The number of shares
shall be not less than 10.000.000 and not more than
40.000.000.”
Board of Directors and auditor in § 6 is
proposed to have the following wording:
“The Board of Directors shall consist of at
least 1 and not more than 10 members and up to 3 alternate
members.
The company shall have at least 1 and not more
than 2 auditors and up to 1 alternate auditor.”
Notice of general meetings in § 8 is proposed to
have the following wording:“Notice of the general meetings shall be
given by mail, email or announcement in Post- och Inrikes
Tidningar.”
Pre-registration to general meetings in § 11 is
proposed to be removed in its entirety.
Majority requirementsResolutions in
accordance with item 13 above require approval of at least two
thirds (2/3) of the shares represented and votes cast at the
AGM.
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 annual report, audit report, postal
notification and proxy forms, the Board’s complete proposals as
well as complete underlying documentation, will be made available
by the Company and at the Company's website at least two weeks
before the AGM. 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 20 June 2022, to ZetaDisplay AB, c/o
Fredersen Advokatbyrå, Lästmakargatan 18, 111 44 Stockholm, Sweden,
or via email to zetadisplay@fredersen.se. The information will be
made available on the Company’s website www.zetadisplay.com and at
the Company’s offices at Höjdrodergatan 21, 212 39 Malmö, Sweden,
no later than 25 June 2022. 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, June 2022ZetaDisplay AB (publ)The
Board of Directors
For further information, please contact:
Per Mandorf, President & CEOMobile: +46
704-25 82 34E-Mail: per.mandorf@zetadisplay.com
Stefan Egerstad, Interim CFOMobile: +46
702-99 88 67E-Mail: stefan.egerstad@zetadisplay.com
Robert Bryhn, CMO / Head of
CommunicationMobile: +46 709-80 20
80E-Mail: robert.bryhn@@zetadisplay.com
About ZetaDisplay
ZetaDisplay is a European leader in Digital Signage. We are
number one in the Nordic region and second in Europe. We actively
drive the digital transformation in physical environments on a
daily basis. Our solutions, concepts and software digitize,
influence and inform people's behavior at the point of
decision-making in shops, in public environments and in workplaces.
Our solutions are known as Digital Signage which we develop and
offer as SaaS solutions. We are a globally leading player that
actively influences the development of the international Digital
Signage market organically, through innovation and through
acquisitions.
ZetaDisplay is headquartered in Malmö - Sweden, has annual sales
of approximately SEK 500 million and employs more than 200 people
at ten offices in six European countries and the USA. In total, the
company handles over 80,000 installations in more than 50 markets.
ZetaDisplay is owned by the British investment company Hanover
Investors. More information
at: https://zetadisplay.com , www.ir.zetadisplay.com and www.hanoverinvestors.com
- ZetaDisplay - Articles of association (proposed, AGM 2022)
- ZetaDisplay - Notification of attendance and form for advance
voting - AGM 2022
- ZetaDisplay AB (publ) - Proxy form AGM 2022
- ZetsDisplay - Notice AGM22 (final)
Zetadisplay Ab (LSE:0WBI)
Historical Stock Chart
From May 2024 to May 2024
Zetadisplay Ab (LSE:0WBI)
Historical Stock Chart
From May 2023 to May 2024