Notice of Annual General Meeting to ZetaDisplay AB (publ)

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ZetaDisplay AB

NOTE: This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version will prevail.

NOTICE OF ANNUAL GENERAL MEETING IN ZETADISPLAY AB (PUBL)

The shareholders of ZetaDisplay AB (publ) reg. nope. 556603-4434 (the “Company”) hereby receive notice of the Annual General Meeting (the “AGM”) to be held on June 30, 2022.

The annual general meeting of the Company will take place by advance vote (postal vote) in accordance with the temporary legislation. There will be no meeting with the possibility of attending in person or being represented by an agent.

ZetaDisplay invites all shareholders to exercise their voting rights at the AGM by early voting as described below. Information on the resolutions adopted during the General Meeting will be published on June 30, 2022 as soon as the result of the advance vote has been definitively confirmed.

Shareholders may request in the advance voting form that a resolution on one or more of the issues appearing on the agenda proposed below be referred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. This general meeting takes place if the General Meeting so decides or if shareholders representing at least one tenth of the Company’s shares so request.

Right to participate
Shareholders who wish to participate in the General Meeting by early vote,
will be registered in the share register maintained by Euroclear Sweden AB no later than June 21, 2022; and must have notified the Company of their intention to participate in the General Meeting no later than June 29, 2022 by voting in advance in accordance with the instructions under the heading “Advance voting”.

Registered shares
Shareholders whose shares are registered in the name of a nominee/custodian must register their shares in their own name in order to be entitled to attend the AGM. This registration, which may be provisional, must take place no later than June 23, 2022 and shareholders must therefore inform their representatives well in advance.

Advance voting
Shareholders can only exercise their voting rights at the AGM by voting in advance, known as postal voting, in accordance with article 22 of the law (2022:121) on temporary derogations to facilitate the execution of meetings general in societies and other associations. .

A special form is used for advance voting. The form constitutes notification of participation in the AGM. The form is available at www.zetadisplay.com.

The completed form should be submitted to the Company no later than June 29, 2022. The completed form should be sent to ZetaDisplay AB c/o Fredersen Advokatbyrå, Lästmakargatan 18, 111 44 ​​Stockholm or by email to [email protected] se. If the shareholder votes by proxy in advance, a proxy is attached to the form. If the shareholder is a legal entity, a corresponding certificate of incorporation or authorization document must be attached to the form. The shareholder cannot provide specific instructions or conditions in the voting form. If so, the entire postal vote is void. Further instructions and conditions can be found in the postal voting form.

Agenda proposal

  1. Election of the president of the assembly

Nina Johnson

  1. Preparation and approval of the voting list

  2. Approval of the agenda

  3. Election of one or two people to certify the minutes

Madeleine Odel

  1. Determine if the meeting has been duly called

  2. Presentation of the annual report and the statutory auditor’s report as well as the group accounts and the statutory auditor’s report for the group

  3. Resolution on

    1. adoption of the income statement and balance sheet as well as the consolidated income statement and balance sheet

    2. appropriation of the Company’s results according to the balance sheet adopted

    3. discharge of the liability of the members of the board of directors and the general manager

  4. Resolution relating to the number of directors and auditors

  5. Resolution on the remuneration of the Board of Directors and the statutory auditor

  6. Election of Council members

    1. 1 Matthew Peacock (re-election)

    2. 2 Michael Comish (re-election)

    3. 3 Per Mandorf (re-election)

    4. 4 Anthony Nicholas Greatorex (re-election)

    5. 5 Faisal Rahmatallah (re-election)

  7. Election of the Chairman of the Board

Matthew Peacock (re-election)

  1. Election of auditor

Öhrlings PricewaterhouseCoopers AB (re-election)

  1. Resolutions relating to the change of form of company and amendments to the statutes of the association

Proposals

It was proposed that the AGM decide (item 1 and 8-12)
this Nina Johnsson was elected AGM Chair,
this the board of directors is made up of five directors and no alternates,
this a registered audit firm without an alternate auditor is elected auditor of the Company,
this no remuneration of the Board of Directors is paid to the members of the Board,
this the auditor’s remuneration must be in accordance with the approved billing,
this 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 Board members, for the period until the end of the next AGM,
this Matthew Peacock is re-elected Chairman of the Board, and
this Öhrlings PricewaterhouseCoopers AB is re-elected as an audit firm. Öhrlings PricewaterhouseCoopers AB has informed that Chartered Accountant Eva Jonséus Carlsvi will continue as lead auditor, if the AGM decides in accordance with the proposal.

Council’s proposals

Preparation and approval of the voting list (item 2)
The voting list proposed for approval is the voting list prepared by Fredersen Advokatbyrå on behalf of the Company, based on the share register of the AGM and the postal votes received, checked and verified by the persons responsible for verifying the minutes.

Election of one or two people to certify the minutes (point 4)

The Board of Directors proposes to Madeleine Odell or, if she is unable to do so, the person designated by the Board of Directors, to certify the minutes. The mission to certify the minutes also includes verifying the voting list and that the mail-in votes received are correctly reflected in the minutes of the meeting.

Allocation of the company’s result (Item 7b)
The Board of Directors proposes that no dividend be paid for the 2021 financial year.

Resolutions relating to the change of form of company and amendments to the statutes of the association (point 13)

The Board of Directors proposes that the Company change form of company from public to private and that the Articles of Association of the Company have the following wording.

The name of the company in § 1 is proposed to have the following wording:
“The name of the company is ZetaDisplay AB.”

Numbers of shares and categories of shares in § 5 is proposed to have the following wording:
“The number of shares shall not be less than 10,000,000 and not more than 40,000,000.”

Board of Directors and Commissioner in § 6 is proposed to have the following wording:

“The Board of Directors is composed of at least 1 and at most 10 members and at most 3 alternate members.

The company must have at least 1 and no more than 2 auditors and up to 1 alternate.

The convening of general meetings in § 8 is proposed as follows:
“The notice of general meetings is made by mail, by e-mail or by announcement in the Post-och Inrikes Tidningar.”

The pre-registration for general meetings in § 11 is proposed to be deleted in its entirety.

Majority conditions
Resolutions in accordance with point 13 above require the approval of at least two-thirds (2/3) of the shares represented and the votes cast at the General Meeting.

More information
On the date of this notice, the total number of shares and voting rights of the Company is 27,861,808. The Company does not hold any own shares.

The annual report, the audit report, the postal notification and forms of proxy, the complete Board proposals together with the complete underlying documentation, will be made available by the Company and on the Company’s website at least two weeks before the AGM. The documents will be sent to shareholders who request them and indicate their postal address.

The Board of Directors and the Chief Executive Officer must, if a shareholder so requests and if the Board of Directors considers that this can be done without material prejudice to the Company, provide information on the circumstances likely to affect the assessment of an item on the agenda and on the circumstances that may affect the assessment of the financial situation of the Company or its subsidiaries and the Company’s relations with other Group companies. A request for such information should be made in writing to the Company no later than June 20, 2022, to ZetaDisplay AB, c/o Fredersen Advokatbyrå, Lästmakargatan 18, 111 44 ​​Stockholm, Sweden, or by email to [email protected] 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 June 25, 2022. The information will also be sent to the shareholder who requested the information and indicated his address.

The Company has its registered office in Malmö.

Processing of personal data

For more information on how your personal data is processed, see:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Malmö, June 2022
ZetaDisplay AB (published)
Board of directors

For more information, please contact:

Per Mandorf, President and CEO
Mobile: +46 704-25 82 34
Email: [email protected]

Stefan Egerstad, Acting Chief Financial Officer
Mobile: +46 702-99 88 67
Email: [email protected]

Robert Bryhn, Marketing Director / Head of Communications
Mobile: +46 709-80 20 80
Email: [email protected]@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 digital transformation in physical environments every day. Our solutions, concepts and software digitize, influence and inform the behavior of people at the time of decision-making in stores, public spaces and workplaces. Our solutions are known as Digital Signage which we develop and offer as SaaS solutions. We are a leading global player actively influencing 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 over 200 people in ten offices across six European countries and the United States. In total, the company manages more than 80,000 installations in more than 50 markets. ZetaDisplay is owned by British investment firm Hanover Investors. More information on: https://zetadisplay.com, www.ir.zetadisplay.com and www.hanoverinvestors.com

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