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 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”.
Nominee-registered shares
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.
Advance voting
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.
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 agenda
1. Election of chairwoman of the meeting
Advokat Nina Johnsson at Fredersen Advokatbyrå
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 Advokatbyrå
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 Følling (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)
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, 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. 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 information
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 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 2021
ZetaDisplay AB (publ)
The Board of Directors
Attachment
