By Daniel Webster, dWeb.News Publisher
| Source: ZetaDisplay AB
NOTE: This is an unofficial translation of the original Swedish notice. If there are any discrepancies, the Swedish translation 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. You will not be able to attend the meeting in person, or be represented by 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. If the EGM resolves the matter or shareholders representing at least ten percent of the Company’s shares request it, such a general meeting will be held.
Right to participate
Shareholders 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”.
Shareholders 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.
The 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.
Advance voting shall be done using a special form. This form will be considered notice that you wish to take part in the EGM. The form can be found 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 Advokatbyra, Lastmakargatan 18, 111 44 Stockholm, or by e-mail to firstname.lastname@example.org. A power of attorney must be attached to the form if the shareholder votes by proxy. A certificate of incorporation, or an authorization document, must be attached to any shareholder who is a legal entity. The voting form may not contain any special instructions or conditions from the shareholder. The entire postal vote will be invalidated if the shareholder does not provide any conditions or instructions. Additional instructions and conditions are available in the postal ballot form.
Proposal of agenda
1. Election of chairwoman of the meeting
Advokat Nina Johnsson at Fredersen Advokatbyra
2. Preparation and approval of the voting register
3. Approval of the agenda
4. Election of one or two persons to attest the minutes
Anton Walfridsson at Fredersen Advokatbyra
5. Determination as to whether the meeting has been duly convened
6. Resolution as to the number of Board members
7. Election of Board members
1.1 Finn Folling (re-election)
1.2 Matthew Peacock (new election)
1.3 Michael Comish (new election)
8. Resolution on remuneration to the Board of Directors
9. Election of chairman of the Board
Matthew Peacock (new election)
Alpha Acquisition AB’s proposals (items 1 and 6 – 9)
Alpha Acquisition AB proposes the EGM to resolve:
that Advokat Nina Johnsson at Fredersen Advokatbyra 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 Folling 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 Folling and that no remuneration shall be paid to Matthew Peacock or Michael Comish, and
that Matthew Peacock is elected as Chairman of the Board of Directors.
Information on proposed new Board members
Michael Comish is a Senior Operating Partner at Hanover Investors. For his undergraduate degree, he attended the University of Western Ontario and INSEAD for his MBA. Michael, who joined Hanover from TPG, brings with him a wealth of digital, strategic and technology skills that he acquired while scaling three businesses, as well as being Tesco’s Chief Data Officer. Michael is an independent person in ZetaDisplay’s management. However, he is not the major shareholder. Michael does not own 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. He was previously a member of the board of Escher Group and Blancco plc. Matthew Peacock is an independent director in ZetaDisplay’s management. However, he is not independent with respect to major shareholders. Matthew Peacock is not directly a shareholder 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 Advokatbyra 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 Advokatbyra or if he is prevented from participating, the person appointed by the Board of Directors, to attest the minutes. Checking the vote list and ensuring that postal votes were correctly recorded in the minutes is part of the assignment to attest the minutes.
As per the date of this notice, the total number of shares and votes in the Company are 27,861,808. The Company does NOT own any shares.
The Company will make available the complete underlying documentation and the last adopted annual reports, audit report, notification by post, proxy forms and all supporting documentation three weeks prior to the EGM. The documents will go to shareholders who have requested them and provided their postal address. The CEO and Board of Directors will provide information to shareholders who request it and their postal address. A request for such information shall be made in writing to the Company no later than 27 September, to ZetaDisplay, c/o Fredersen Advokatbyra, Lastmakargatan 18, 111 44 Stockholm, or by e-mail to email@example.com. The information will be made available on the Company’s website and at the Company’s offices, no later than 2 October 2021. Information will be sent to shareholders who have requested it and provided their address. The Company’s registered office is in Malmo.
Processing of personal data
For information on how your personal data is processed, see:
Malmo September 2021
ZetaDisplay AB (publ)
The Board of Directors
- 20210914 ZD calls for extra AGM on 7 October 2021
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