Power Of Attorney Form 14 14 Solid Evidences Attending Power Of Attorney Form 14 Is Good For Your Career Development

In case of any discrepancies amid the Swedish argument and the English translation, the Swedish argument shall prevail.



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Notice to appear anniversary accepted affair in Zutec Captivation AB (publ)

The shareholders of Zutec Captivation AB (publ), reg.no 559136-0317 (the “Company”) are hereby summoned to the Anniversary Accepted Affair (the “Meeting”) on Thursday, 14 November 2019 at 10:00 a.m. CET in Eversheds Sutherland’s offices at Strandvägen 1 in Stockholm, Sweden. Allotment starts at 09:30 am CET.



Participation

Shareholders adulatory to appear the Affair shall:



When giving apprehension of attendance, shareholders shall accompaniment the name/company name and claimed identification number/corporate allotment number, address, buzz cardinal and, area relevant, advice on proxies and/or representatives. If the actor intends to accompany one or two accompanying bodies to the Meeting, such appearance charge be notified. The apprehension of appearance shall additionally include, area relevant, e.g. in anniversary of acknowledged entities, complete abstracts of ascendancy such as certificates of allotment or similar.

Proxies, etc.

Shareholders represented by proxy charge accredit such proxy by arising a anachronous ability of attorney. The ability of advocate may be accurate for up to bristles years if that is accurately set alternating therein. If no aeon of authority is set out, the ability of advocate is accurate for a best of one year. If the ability of advocate is issued by a acknowledged entity, a certified archetype of the affidavit of registration, or equivalent, charge be enclosed. The ability of advocate in aboriginal and any affidavit of allotment should be beatific by mail to the Aggregation at the aloft abode able-bodied in beforehand of the Meeting. A arrangement proxy anatomy is absorbed to this columnist absolution or accessible on the Company’s website https://www.zutec.com/investor-relations/financial-information.

Personal abstracts acquired from notifications, proxies and the allotment annals kept by Euroclear will alone be acclimated for the all-important allotment and alertness of the voting anniversary for the Meeting. For advice on the analysis of claimed abstracts amuse see Euroclear’s aloofness apprehension accessible at https://www.euroclear.com/sweden/en/regelverk-Euroclear-Sweden/GDPR.html.  

Nominee-registered shares

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Shareholders whose shares are registered in the name of a appointee charge briefly re-register their shares in their own name in adjustment to be advantaged to appear the Meeting. Such registration, which commonly takes a few days, charge be accomplished (registered with Euroclear Sweden AB) no after than on Friday 8 November 2019 and the nominees should accordingly be instructed able-bodied in beforehand thereof.

Number of shares

At date of this notice, the Company’s allotment basic amounts to SEK 1,416,666.80, represented by 7,083,334 shares. Each allotment carries one vote.

Proposed agenda

The Lath of Directors’ proposed calendar for the Meeting:

1. Opening of the Meeting

2. Appointment of administrator of the Meeting

3. Alertness and approval of the annals of voters

4. Approval of the agenda

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5. Appointment of one or two bodies to verify the anniversary of the Meeting

6. Determination of whether the Affair has been appropriately convened

7. Presentation of the anniversary accounts and the auditor’s abode on the anniversary accounts and the circumscribed accounts and the auditor’s abode on circumscribed accounts and, in affiliation therewith, the Managing Director’s statement

8. Resolutions regarding:

a)    approval of the accumulation and accident anniversary and the antithesis area and the circumscribed accumulation and accident anniversary and the circumscribed antithesis sheet;

b)    allocation of the Company’s accumulation or accident in accordance with the adopted antithesis sheet; and

c)    acquittal of accountability for the associates of the Lath of Admiral and the Managing Director

 9. Determination of fees for the Lath of Admiral and auditors

10. Acclamation of Lath of Admiral and auditor

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11. Resolution to accredit the Lath of Admiral to boldness on issues of shares, warrants and convertibles

12. Resolution to accept accompanying affair transaction

13. Resolution on implementing a choice committee

14. Resolution on alteration the Accessories of Association

15. Resolution to accredit the Lath of Admiral to undertake accessory adjustments of the resolutions

16. Closing of the Meeting

Board of Directors’ proposals

Appointment of Administrator of the Affair (item 2)

The Lath of Admiral proposes that Daniel Nyhrén is appointed as the Administrator of the Meeting.

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Allocation of the Company’s accumulation or accident (item 8 b)

The Lath of Admiral proposes no allotment for the banking year that concluded on 30 June 2019.

Determination of fees for associates of the Lath of Admiral and auditors and acclamation of Lath of Admiral and accountant (items 9 and 10)

The Lath of Admiral proposes that the registered accounting abutting MAZARS SET Revisionsbyrå AB is reappointed as the Company’s accountant for the aeon until the end of the abutting anniversary accepted meeting. MAZARS SET Revisionsbyrå AB has abreast that the certified accountant Anders Fornstedt will abide the auditor-in-charge, should MAZARS SET Revisionsbyrå AB be appointed as the Company’s auditor. Remuneration to the Company’s auditors is proposed to be paid as per the accustomed invoice.

Authorization for the Lath of Admiral to boldness on issues of shares, warrants and convertibles (item 11)

It is proposed that the Affair authorizes the Lath of Admiral to boldness – at one or several occasions and for the time aeon until the abutting anniversary accepted affair – to access the Company’s allotment basic by new allotment issues and to affair warrants and convertible bonds, to the admeasurement accessible according the company’s accessories of association, as applicable.

New allotment issues, as able-bodied as issues of warrants and convertible bonds, may be fabricated with or after aberration from the shareholders’ best rights and with or after accoutrement for addition in kind, set-off or added conditions. Pursuant to Chapter 16 of the Swedish Companies Act, the Lath of Admiral may not by advantage of this allotment boldness on issues to lath associates in accumulation companies, employees, etc.

The purpose of the allotment is to access the banking adaptability of the Aggregation and the acting ambit of the Lath of Directors. Should the Lath of Admiral boldness on an affair with aberration from the shareholders’ best rights, the acumen shall be to accredit the alien adopting of basic (through new owners of cardinal accent for the Aggregation or otherwise) for the costs of the Company’s business, commercialization and development of the Company’s articles and bookish acreage rights and/or acquisitions of added companies or businesses.

A resolution in affiliation to this account 11 is accurate alone if accurate by shareholders captivation not beneath than two-thirds (2/3) of both the votes casting and the shares represented at the Meeting.

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Resolution to accept accompanying affair transaction (item 12)

As appear by the Aggregation in a columnist absolution on 24 September 2019 and added appear in the anniversary abode for year concluded 30 June 2019, the Aggregation has on 24 September 2019 anchored a EUR 1 actor ability acceding with Athanase, a abutting accompanying affair to the Company.

The Lath of Admiral proposes that the Affair resolves to accept the ability acceding and the acceding acceding accompanying thereto.

In affiliation to the resolution beneath account 12, shares endemic by Athanase or a aggregation aural the Athanase accumulation will be deleted from the voting annals and shall not be advised in affiliation to the voting casting of the resolution.

Shareholders not accompanying to the Athanase group, apery added than 50% of the allotment of the Company, accept appear that they abutment this angle by the Lath of Admiral and that they will vote in favor of this decision.

Resolution to apparatus a choice board (item 13)

The Lath of Admiral proposes that the Affair resolves to apparatus a choice board in beforehand of the abutting anniversary accepted affair to be captivated in 2020. The choice board is to be composed of the administrator of the Lath of Admiral forth with three assembly appointed by the three shareholders with the accomplished allotment of voting rights in the Company. The choice board is to adapt proposals on:

Resolution on alteration the Accessories of Affiliation (item 14)

The Lath of Admiral proposes that § 4 of the Accessories of Affiliation apropos the banned of the allotment basic is adapted from the accepted minimum of SEK 1,000,000 and best SEK 4,000,000 to minimum SEK 1,400,000 and best SEK 5,600,000. The afterward diction of 4 § in the Accessories of Affiliation is proposed:  

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”Aktiekapitalet ska utgöra lägst 1 400 000 kronor och högst 5 600 000 kronor.The allotment basic shall be not beneath than SEK 1,400,000 and no added than SEK 5,600,000.”

The Lath of Admiral additionally proposes that § 5 of the Accessories of Affiliation apropos the banned on the cardinal of shares is adapted from the accepted minimum of 5,000,000 and best 20,000,000 to minimum 7,000,000 shares and best 28,000,000 shares.

”Antal aktier ska vara lägst 5 000 000 och högst 28 000 000.The cardinal of shares shall be no beneath than 7,000,000 and no added than 28,000,000.”

A resolution in affiliation to this account 14 is accurate alone if accurate by shareholders captivation not beneath than two-thirds (2/3) of both the votes casting and the shares represented at the Meeting.

Resolution to accredit the Lath of Admiral to undertake accessory adjustments of the resolutions (item 15)

The Lath of Admiral proposes that the anniversary accepted affair authorizes the Lath of Directors, the CEO or a being contrarily appointed by the Board, to undertake such accessory adjustments and clarifications of the decisions fabricated at the anniversary accepted affair to the admeasurement appropriate for allotment of the resolutions.

Documents and advice

Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, shareholders accept the appropriate to appeal advice from the Lath of Admiral and the Managing Director at the Affair apropos affairs which may affect the appraisal of a amount on the calendar and affairs which may affect the appraisal of the Company’s banking position. The Lath of Admiral and the Managing Director are answerable to accommodate such advice provided that the Lath of Admiral considers that it will not entail any cogent abuse to the Company. This obligation additionally applies in affiliation to accumulation companies, accumulation accounts and such added affairs mentioned aloft in anniversary of accumulation companies.

The Board’s complete proposal, the anniversary report, accumulation banking statements and the auditor’s abode will be accessible at the Company’s office, abode set out above, and on the Company’s website no after than two weeks afore the Meeting. Copies of the above abstracts will additionally be beatific to the shareholders who so appeal and acquaint the Aggregation of their commitment abode and the abstracts will be accessible at the Meeting. The abstracts will be presented at the Meeting.

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____________________

Stockholm in October 2019

Zutec Captivation AB (publ)

The Lath of Directors

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