GOTHENBURG, Sweden, April 26,
2024 /PRNewswire/ -- Shareholders of Zinzino AB
(publ) are hereby invited to the annual general meeting on
Monday, May 27, 2024, at 1:30 PM at the company's premises at Hulda
Mellgrens gata 5 in Gothenburg.
Registration begins at 1:15 PM.
The company aims to webcast the meeting to enable remote
participation.
RIGHT TO PARTICIPATE IN THE COMPANY MEETING
Shareholders wishing to attend the annual general meeting
must:
i. be entered in the shareholder register
maintained by Euroclear Sweden AB by Friday,
May 17, 2024, and
ii. have notified their intention to attend the
meeting by Friday, May 24, 2024, as
per the instructions below.
Shareholders who have their shares nominee-registered must
temporarily register the shares in their own name in Euroclear
Sweden AB's shareholder register. Such registration, which usually
takes a few days, must be completed by Tuesday, May 21, 2024. Therefore, the nominee
should be notified well before this date.
HOW TO REGISTER
Registration for the meeting can be done in the following
ways:
- By mail to Zinzino AB, Hulda Mellgrens gata 5, 421 32 Västra
Frölunda, or
- By email to fredrik.nielsen@zinzino.com
Upon registration, shareholders should provide:
- Name
- Personal/organization number
- Address and daytime phone number
- If applicable, the name and number (maximum of two) of
assistants accompanying the shareholder at the meeting.
Shareholders who wish to be represented by proxy should issue a
written and dated power of attorney for the proxy. Proxy forms can
be obtained through the company and will also be available on the
company's website, www.zinzino.com. If participation is by proxy or
representative, power of attorney, registration certificates, or
other authorization documents should be sent to the company well in
advance of the company meeting.
AGENDA PROPOSALS
1. Opening of the meeting.
2. Election of a chairman for the meeting.
3. Preparation and approval of the voting list.
4. Decision to broadcast a video recording of the meeting
over the Internet.
5. Election of one or two adjusters to, together with the
chairman, approve the minutes.
6. Approval of the agenda.
7. Examination of whether the meeting has been duly
convened.
8. Address by the CEO.
9. Presentation of the annual report and auditor's report,
and if applicable, the consolidated financial statements and
auditor's report for the group.
10. Resolutions regarding:
a. the adoption of the income statement
and balance sheet, and the consolidated income statement and
balance sheet for 2023,
b. the allocation of the company's profit
or loss according to the adopted balance sheet,
c. the discharge of the board members and
the CEO from liability.
11. Determination of the number of board members, deputy
board members, and auditors to be elected by the meeting.
12. Resolution on remuneration for the board members and
the auditor.
13. Election of board members and the chairman of the
board, and auditors.
14. Decision on the establishment of principles for the
nomination committee.
15. Decision on a directed new share issue with payment
through the offsetting of claims to Enhanzz AG.
16. Decision on authorizing the board for rights
issues.
17. Decision on authorizing the board for directed share
issues.
18. Presentation of the board's remuneration report for
approval.
19. Decision on the authorization to adjust.
20. Closing of the meeting.
NOMINATION COMMITTEE
In accordance with the decision of the annual general meeting in
2023, 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 the board of Zinzino AB). The
chairman of the nomination committee is Magnus Götenfelt.
PROPOSALS BY THE NOMINATION COMMITTEE
Item 2. Election of a chairman for the meeting.
The nomination committee proposes that Hans Jacobsson or, in his absence, the person
the nomination committee appoints instead, is elected as chairman
of the meeting.
Item 11. Determination of the number of board members, deputy
board members, and auditors to be elected by the meeting.
The nomination committee proposes that the board should consist
of five board members and no deputy board member and that there
should be one auditor.
Item 12. Resolution on remuneration for the board members and
the auditor.
The nomination committee proposes that the board remuneration be
increased by 7% for the chairman and 6% for the other members
compared to the previous year and be distributed with a total of
1,180,000 SEK, of which 320,000 SEK to the chairman, 180,000 SEK to each of the other board members,
60,000 SEK to the chairman of the
audit committee, and 35,000 SEK to
the member of the audit committee, as well as 25,000 SEK to the chairman of the remuneration
committee and 20,000 SEK to the
member of the remuneration committee.
The nomination committee proposes that the auditor's fee be paid
according to the invoice approved by the company.
Item 13. Election of board members and the chairman of the
board as well as auditors
The nomination committee proposes, for the period until the end
of the next annual general meeting, the re-election of the members
Hans Jacobsson, Staffan Hillberg, Pierre Mårtensson, Ingela
Nordenhav, and Anna Frick.
The nomination committee proposes, for the period until the end
of the next annual general meeting, the appointment of the
registered auditing firm BDO Göteborg AB (BDO) as the company's
auditor. BDO has announced that, assuming the nomination
committee's proposal is adopted by the annual general meeting,
authorized auditor Katarina Eklund
will be appointed as the principal responsible auditor.
Item 14. Decision on the establishment of principles for the
nomination committee
The nomination committee proposes that the meeting should
continue to have a nomination committee appointed and operating
according to the following principles, which correspond to the
previous year's principles for the nomination committee.
The chairman of the board shall, no later than the end of
October 2024, contact the two largest
shareholders or groups of shareholders in terms of votes, based on
the ownership statistics from Euroclear Sweden AB on the last
banking day of September before the annual general meeting, and ask
them to appoint one member each to the nomination committee. If any
of the two largest shareholders or groups of shareholders in terms
of votes decline to appoint a member to the nomination committee,
the next following shareholder in terms of ownership share will be
asked to appoint a member to the nomination committee. The mandate
period shall run until a new nomination committee has been
appointed. The composition of the nomination committee shall be
announced no later than six months before the company's annual
general meeting. If a member leaves the nomination committee before
its work is completed, the shareholder who appointed the member
shall be entitled to appoint a new member. The nomination
committee's task includes submitting proposals to the annual
general meeting in 2024 regarding (i) chairman of the annual
general meeting, (ii) the number of board members, (iii)
remuneration to the board members and any remuneration for
committee work, (iv) election of and decision on remuneration to
the auditor, (v) election of board members and the chairman of the
board, and (vi) principles for the nomination committee.
THE BOARD'S PROPOSAL FOR DECISION
Item 10 (b) - Resolution on the allocation of the company's
profit according to the adopted balance sheet.
The board of directors and the CEO of Zinzino AB (publ)
propose that the available profit of
228 470 538
Be allocated as follows:
A dividend of 3 SEK per share to
be distributed to the shareholders
amounting to
101 824 788
The remaining amount to be carried forward.
126 645 750
Total
228 470 538
The board proposes Wednesday, May 29,
2024, as the record date for the dividend, which means that
the last day for trading shares including the dividend is
Monday, May 27, 2024. If the meeting
decides according to the proposal, the dividend payment is expected
to be made on Monday, June 3, 2024,
through Euroclear Sweden AB.
At the time of the board's proposal, the total number of shares
in the company is 33,941,596, of which 5,113,392 are series A
shares and 28,828,204 are series B shares. The proposed dividend
amount of 101,824,788 SEK may change
if the company issues new shares before the dividend record
date.
Rationale
The Board has proposed that the Annual General Meeting 2024
decides on a profit distribution that results in a dividend of
3 SEK per share to be distributed to
the shareholders as an ordinary dividend. The total dividend
distribution thus amounts to 101,824,788
SEK.
The company's dividend policy states that Zinzino shall
distribute at least 50% of the group's net profit as long as the
solidity and liquidity permit. Due to the good profitability in
2023, there is room for an increased dividend distribution in 2024.
The proposal is within the framework of the dividend policy adopted
by the company.
The Board believes that the proposed dividend does not prevent
the company from fulfilling its short-term and long-term
obligations, nor from making the necessary investments. Therefore,
the proposed dividend is justified considering the precautionary
principle stated in Chapter 17, Section 3, paragraphs 2-3 of the
Swedish Companies Act (ABL).
Regarding the company's reported results for the accounts, the
financial position at the balance sheet date, and financing and
capital use during the year, reference is made to the company's
annual report 2023, which is published on www.zinzino.com.
Item 15. Decision on directed new share issue with payment
through the set-off of claims to Enhanzz AG
Zinzino acquired the company Enhanzz IP AG on April 5, 2022, including intellectual property
rights to its brands HANZZ+HEIDII and YU. In addition, Enhanzz
Global AG was acquired with its associated distribution
organization and inventory. Zinzino paid a fixed purchase price of
1 million EUR, divided into 75% in
cash and 25% in newly issued Zinzino B shares. In addition,
conditional additional purchase prices based on the sales
development generated by the acquired distribution organization
during the period 2022–2026 were agreed upon. The total additional
purchase prices are estimated to amount to 3.8 million EUR but may, in the case of maximum
outcomes, reach up to 6 million EUR
and are to be regulated 100% with newly issued Zinzino shares. The
cash part of the purchase price was financed with cash at hand.
Now the Board proposes that the meeting decides to issue Zinzino
B shares for the part of the additional purchase price that was
determined during 2023 according to the existing conditions.
Therefore, the Board proposes that the meeting decides to
increase the share capital by 11,027
SEK by issuing 110,270 new B shares. The new B share
entitles the holder to dividends for the first time on the dividend
record date that falls immediately after the new issue has been
registered with the Swedish Companies Registration Office and the
share has been entered in the share register at Euroclear Sweden
AB. The right to subscribe for the 110,270
B shares shall belong exclusively to Enhanzz AG.
Subscription for new shares shall take place on a separate
subscription list no later than June 15,
2024, although the Board shall have the right to extend the
subscription period. Payment for the shares shall be made by
setting off Enhanzz AG's claim on Zinzino AB, amounting to
9,108,328 SEK. The subscription price
per newly subscribed share amounts to 82.60
SEK. The part of the subscription price that exceeds the
quotient value shall be added to the free premium fund.
The reasons for deviating from the shareholders' pre-emption
rights are to enable the acquisition that the current set-off claim
originates from. The possibility of implementing strategically
important acquisitions for the company through directed new share
issues is of significant operational importance to the company.
This, in the opinion of the Board, with sufficient strength,
indicates that it is in the interest of the company and its
shareholders to carry out an issue with deviation from the
shareholders' pre-emption rights. The current subscription price
follows the principles outlined in the current share transfer
agreement, which was determined after extensive negotiations with
the subscriber. Therefore, the Board considers the subscription
price to be market-rate.
For the resolutions above to be valid, the support of
shareholders representing at least 9/10 of both the votes cast and
the shares represented at the meeting is required.
Item 16. Decision on authorization for rights issues
The Board proposes that the meeting authorizes the Board, on one
or more occasions during the period until the next annual general
meeting, to decide on the new issue of B shares and/or warrants
and/or convertibles against cash payment and/or with provisions for
contribution in kind or set-off or otherwise with conditions and
thereby being able to deviate from the shareholders' pre-emption
rights. Any options or convertibles issued under this authorization
shall entitle to subscription of B shares.
The issues shall be made at a market-rate subscription price
determined by the Board. The number of B shares that may be issued,
respectively the number of B shares that may be subscribed for with
the support of option rights for new subscription of shares,
respectively the number of B shares that convertibles shall entitle
to conversion to shall collectively amount to such a number as fits
within the company's articles of association concerning the number
of shares and share capital.
The purpose of the authorization and the reasons for any
deviation from the shareholders' pre-emption rights are that issues
should be able to take place to finance the company's operations,
commercialization and development of the company's products and
markets, and/or acquisition of operations, companies or parts of
companies, and/or to enable a broadening of the company's
shareholder base.
For decisions according to the above, the support of
shareholders representing at least 2/3 of both the votes cast and
the shares represented at the meeting is required.
Item 20. Decision on authorization for directed share
issues
The Board proposes that the general meeting authorizes the
Board, on one or more occasions until the next annual general
meeting, to decide on new issues of B shares and/or warrants and/or
convertibles against cash payment and/or with provisions for
contribution in kind or set-off, or otherwise with terms and
conditions, and in connection therewith, to be able to deviate from
the shareholders' pre-emptive rights. Any warrants or convertibles
issued under this authorization shall entitle to the subscription
of B shares.
The issues should be made at a subscription price determined by
the Board, which should correspond to the market value. The total
number of B shares that can be issued, or the number of B shares
that can be subscribed for with new subscription rights, or the
number of B shares to which convertibles can be converted, shall
together not exceed 3,000,000 B
shares.
The purpose of the authorization and the reason for any
deviation from the shareholders' pre-emptive rights is to enable
the company to raise funds for the financing of the company's
operations, commercialization and development of the company's
products and markets, and/or the acquisition of operations,
companies or parts of companies, and/or to enable a broadening of
the shareholder base of the company.
For the decision as above, the approval of shareholders
representing at least two-thirds of both the votes cast and the
shares represented at the meeting is required.
NUMBER OF SHARES AND VOTES
The total number of shares in the company amounts to 33,941,596,
of which 5,113,392 are series A shares and 28,828,204 are series B
shares. The total number of votes in the company amounts to
7,996,212.40. The company does not hold any own shares.
These figures may change if the company issues new shares before
the annual general meeting.
SHAREHOLDERS' RIGHT TO REQUEST INFORMATION
The Board and the CEO shall, if any shareholder so requests and
the Board believes that it can be done without significant harm to
the company, provide information about circumstances that may
affect the assessment of an item on the agenda, and about
circumstances that may affect the assessment of the company's
financial situation. The obligation to provide information also
applies to the company's relationship with another group company
and the group's accounts, as well as such circumstances regarding
subsidiaries which are mentioned above.
AVAILABILITY OF DOCUMENTS
Accounting documents, the auditor's report, and other documents
to be dealt with at the meeting will be available at the company's
office at Hulda Mellgrens Gata 5, 421 32 Västra Frölunda, and on
its website, www.zinzino.com, no later than three weeks before the
meeting. The documents will also be sent free of charge to
shareholders who request them and provide their postal address.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, see
Euroclear's Privacy Policy for Corporate Events.
Gothenburg, April 2024
Zinzino AB
The Board
Link to the
Notice:
https://www.zinzino.com/site/GB/en-GB/about/investor-relations/
For more information please contact:
Dag Bergheim Pettersen CEO Zinzino +47 (0) 932 25 700, email:
dag@zinzino.com
Fredrik Nielsen CFO Zinzino +46 707 900 174, email:
fredrik.nielsen@zinzino.com
Images for free publication:
marketing@zinzino.com
Certified Adviser: Carnegie Investment Bank AB
(publ.)
This information was brought to you by Cision
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