(Información remitida por la empresa firmante)
GOTHENBURG, Sweden, May 2, 2023 /PRNewswire/ — The shareholders in Zinzino AB (publ.) are hereby invited to the annual general meeting on Wednesday, 31 May 2023, at 1.30 pm on the company’s premises at Hulda Mellgrens gata 5 in Gothenburg. Registration begins at 13.15.
It is the company’s ambition to webcast the meeting in order to be able to take part in the meeting remotely.
RIGHT TO PARTICIPATE IN THE GENERAL MEETING
Shareholders who wish to participate in the annual general meeting shall.
i. partly be entered in the share register kept by Euroclear Sweden AB as of Tuesday, 23 May 2023, and
ii. and, on the other hand, by Tuesday, 30 May 2023 at the latest, have notified their intention to participate in the annual general meeting according to the persregulations below.
Shareholders who have had their shares registered by trustees must in order to have the right to participate in the annual general meeting to temporarily register the shares in its own name in that of Euroclear Sweden AB keep the share register. Such registration, which normally takes a few days, must be completed no later than Tuesday, 23 May 2023. The administrator should therefore be notified well in advance of this time.
THIS IS HOW YOU REGISTER
Registration for participation in the meeting can be done in the following way:
by post to Zinzino AB, Hulda Mellgrens gata 5, 421 32 Västra Frölunda, or
by e–mail to fredrik.nielsen@zinzino.com
When reporting, the shareholder must state:
Name
Personal/organisation number
Address and phone number during the day
Where applicable, name and number (maximum two) of assistants who must accompany the shareholder at the meeting.
Shareholders who wish to be represented by a representative must issue a written and dated power of attorney for the representative. Power of attorney forms can be obtained through the company and will also be available on the company’s website, www.zinzino.com. If participation takes place through an agent or deputy, a power of attorney, certificate of registration or other authorization documents should be submitted to the company in good time before the general meeting.
SUGGESTED AGENDA
1. Opening of the meeting.
2. Election of chairman at the meeting.
3. Establishment and approval of voter register.
4. Decision to broadcast a video recording of the meeting via the Internet
5. Election of one or two adjusters to adjust the minutes together with the chairman.
6. Approval of the agenda.
7. Examination of whether the meeting has been duly convened.
8. Address by the CEO.
9. Presentation of submitted annual report and audit report as well as consolidated accounts and consolidated audit report.
10. Decision
a. on determining the income statement and balance sheet as well as consolidated income statement and consolidated balance sheet for 2022
b. on dispositions regarding the company’s profit or loss according to the established balance sheet
c. discharge of liability for board members and managing director.
11. Determining the number of board members, deputies and auditors to be elected by the meeting.
12. Decision on fees to the board members and auditor.
13. Election of board members and the chairman of the board and auditor.
14. Decision on establishing principles for the election committee.
15. Decision on issue of warrants – incentive program for external distributors.
16. Decision on issue of warrants – incentive program for employees and others.
17. Decision on directed new issue of shares with payment by offsetting the claim to Kenneth Koh.
18. Decision on directed new issue of shares with payment by offsetting the claim to Enhanzz AG.
19. Decision on issue authorization for preferential issues.
20. Decision on issue authorization for targeted issues.
21. Presentation of the board’s remuneration report for approval.
22. Decision on adjustment authorization.
23. Closure of the meeting.
ELECTION COMMITTEE
In accordance with the decision of the 2022 Annual General Meeting, a nomination committee has been established. The nomination committee consists of Magnus Götenfelt (representing Saele Invest AS and the Saele family), Cecilia Halldner (representing Cashflow Holding ApS, Peter Sörensen) and Hans Jacobsson (Chairman of Zinzino AB). The chairman of the nomination committee is Magnus Götenfelt.
PROPOSED DECISION OF THE ELECTION COMMITTEE
Item 2. Election of chairman at the meeting
The nomination committee proposes that Hans Jacobsson or, if he is prevented, the person nominated by the nomination committee instead be elected chairman of the meeting.
Item 11. Determination of the number of board members, deputies and auditors to be elected by the meeting
The nomination committee proposes that the board should consist of five board members and zero deputy board members and that the number of auditors should be one.
Item 12. Decision on fees to the board members and auditor
The nomination committee proposes that the board fee be increased by 7% for the chairman and 6% for the other members compared to the previous year and be paid out with a total of SEK 1,095,000, of which SEK 300,000 to the chairman, SEK 170,000 to each of the other board members, SEK 50,000 to the chairman of the audit committee and 25,000 kroner to a member of the audit committee and 20,000 kroner to the chairman of the remuneration committee and 15,000 to a member of the remuneration committee.
The nomination committee proposes that the auditor’s fee be paid according to an invoice approved by the company.
Item 13. Election of board members and chairman of the board and auditor
The nomination committee proposes, for the time until the end of the next annual general meeting, the re-election of members Hans Jacobsson, Staffan Hillberg, Pierre Mårtensson, Ingela Nordenhav and Anna Frick.
The nomination committee proposes, for the time until the end of the next annual general meeting, the registered auditing company BDO Göteborg AB (BDO) to be the company’s auditor. BDO has announced that, on condition that the nomination committee’s proposal is accepted by the annual general meeting, the authorized accountant Katarina Eklund will be appointed as principal auditor.
Item 14. Decision on establishing principles for the election committee.
The nomination committee proposes that the meeting should continue to have a nomination committee to be appointed and operate according to the principles below. The principles correspond to the previous year’s principles for the election committee.
(CONTINUA)