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Beskrivning

LandSverige
ListaFirst North Stockholm
SektorInformationsteknik
IndustriProgramvara
ZignSec är ett teknikbolag. Bolaget utvecklar tekniska plattformar för ID-verifieringslösningar. Lösningarna används av företag som i sin tur kan identifiera sina kunder digitalt i realtid. Kunderna återfinns inom ett flertal branscher, med störst koncentration inom iGaming-segmentet. Störst verksamhet återfinns inom den nordiska marknaden, med huvudkontoret beläget i Solna.
2022-05-27 08:00:00

The shareholders of ZignSec AB (publ), reg. no. 559016-5261 (the "Company") are hereby invited to the Annual General Meeting on Tuesday 28 of June 2022.

The Board has decided that the Annual General Meeting is to be held only through postal voting in accordance with temporary legislation. This means that the Annual General Meeting will be conducted without the physical presence of shareholders, representatives or third parties. Information on the resolutions by the Annual General Meeting will be announced on 28 June 2022, as soon as the outcome of the postal voting has been finally confirmed.

RIGHT TO ATTEND THE GENERAL MEETING

Shareholders who wish to participate at the general meeting must

  • on the record date, which is Friday 17 June 2022, be registered in the share register maintained by Euroclear Sweden AB; and
  • give notice to participate no later than Monday 27 June 2022 by casting their postal vote as instructed under the heading "Postal voting" below.

Shareholders whose shares are nominee-registered in the name of a bank or other nominee must, in addition to giving notice of attendance to the Company, register such shares in their own names so that the shareholder is recorded in the share register as of Friday 17 June 2022. Such registration may be temporary (so-called voting right registration) and request for such registration shall be made to the nominee in accordance with the nominee’s routines in such time in advance as decided by the nominee. Voting rights registrations effected no later than Tuesday 21 June 2022 will be considered by Euroclear Sweden AB in the preparation of the share register.

POSTAL VOTING

Shareholders may exercise their voting rights at the Annual General Meeting only by postal voting in advance in accordance with Section 22 of the Act (2022:121) on temporary exemptions to facilitate the execution of general meetings in companies and other associations.

Shareholders intending to participate in the Annual General Meeting must submit their postal votes no later than Monday 27 June 2022 through a digital postal voting form. The digital voting form will be available on the Company’s website www.zignsec.com. (Natural shareholder or, if applicable, authorized representatives of shareholders who are legal persons, identify themselves by using BankID or other secure signing solution in conjunction with the submitting of the postal voting form (detailed instructions, terms and instructions for postal voting is stated in the form). A postal vote may be cancelled until Monday 27 June 2022 by sending an e-mail to support@postrosta.se. If two or more forms have the same dating, only the last received form will be taken into account. The shareholder cannot provide other instructions than by marking an answer for each item in the form. If the shareholder has provided the form with instructions or conditions, or changed or added pre-printed text, the postal vote is invalid. Further instructions can be found in the postal voting form. If the shareholder postal votes by proxy, a power of attorney shall be enclosed with the postal voting form. A template proxy form is available on the company’s website www.zignsec.com.

PROPOSED AGENDA

  1. Opening of the meeting
  2. Election of chairman of the meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Election of one or two persons to approve the minutes
  6. Examination of whether the meeting has been properly convened
  7. Presentation of the annual report and the auditors' report and the group annual report and the group auditor's report
  8. Resolution regarding:
  1. adoption of income statement and balance sheet and the group income statement and the group balance sheet,
  2. regarding the profit or loss of the Company in accordance with the adopted balance sheet, and
  3. discharge from liability of the Board of Directors and the managing director
  1. Determination of fees to the Board of Directors and to the auditors
  2. Election of the Board of Directors and auditors
  3. Resolution to amend the Articles of Association
  4. Resolution on a directed share issue as deferred payment for the acquisition of Web Shield Limited
  5. Resolution on a directed share issue as earn-out payment for the acquisition of Wyzer Limited
  6. Resolution of implementation of an employee stock option program
  7. Resolution to implementation of a warrant-based incentive program
  8. Resolution to approve of certain directors’ participation in the warrant-based incentive program
  9. Resolution on a) an issue of warrants and b) the approval of transfer of warrants
  10. Resolution to authorise the Board of Directors to decide on issues of shares, warrants and convertibles
  11. Resolution to authorise the Board of Directors to make minor adjustments to the decisions
  12. Closing of the meeting

PROPOSAL FOR RESOLUTIONS

Item 2 - Election of the Chairman of the Annual General Meeting

The Board proposes that Johan Engström (Eversheds Sutherland) be elected Chairman of the Annual General Meeting.

Item 3 – Preparation and approval of the voting list

The voting list proposed to be approved is the voting list prepared on behalf of the Company, based on the general meeting share register and received postal votes, confirmed by the person assigned to check and verify the minutes.

Item 5 – Election of one or two persons to approve the minutes

The Board proposes that Kevin Holmkvist (Eversheds Sutherland), or to the extent he is prevented from participating, the person appointed by the Board, is elected to approve the minutes. The assignment to approve the minutes shall also include verifying the voting list and that the postal votes are correctly reflected in the minutes.

Item 8b - Resolution regarding the profit or loss of the Company in accordance with the adopted balance sheet

The Board of Directors proposes that all funds available for the Annual General Meeting shall be carried forward.

Item 9 - Determination of fees to the Board of Directors and to the auditors

The Board proposes that remuneration to the Board of Directors, for the period until the end of the next Annual General Meeting, shall be SEK 125,000 to each of the members of the Board of Directors, and SEK 220,000 to the Chairman of the Board of Directors. The total remuneration to the Board of Directors shall amount to a maximum of SEK 720,000.

The Board may decide in the period up to the next Annual General Meeting to assign individual members to work specifically on the development of the Company's corporate governance functions, for example in the form of committees, in areas such as leadership, finance, compliance and IT issues, among others. To enable this, it is proposed that an additional fee totaling SEK 500,000 may be paid for the period until the next Annual General Meeting, distributed among a maximum of three members, to the extent that the Board decides on the said assignments.

Furthermore, it is proposed that the remuneration of the Company's auditor shall be paid in accordance with the current account approved by the Board of Directors.

Item 10 - Election of the Board of Directors, auditors, and deputy auditors

For the period until the end of the next Annual General Meeting, it is proposed that the number of Board members be five (5), without deputies.

It is proposed that Alexander Albedj, Pär Kastengren, Eric Wallin and Marie-Louise Gefwert be re-elected as ordinary directors of the Board. In addition, it is proposed that Alex Noton is elected as a new ordinary director of the Board.

Alexander Albedj is also proposed for re-election as Chairman of the Board.

The Board of Directors proposes, for the period until the end of the next Annual General Meeting, the re-election of the registered accounting firm Ernst & Young Aktiebolag ("EY") as the Company's auditor. EY has indicated that, in the event of EY's re-election, Beata Lihammar will continue to be the auditor in charge.

Item 11 – Resolution to amend the Articles of Association

The Board of Directors proposes that the Company’s Articles of Association is amended so that a new item 2 is changed, as follows:

Current wording:

§ 2 Registered office of the Board of Directors

The Board of Directors maintains its registered office in Solna”.

Proposed wording:

§ 2 Registered office of the Board of Directors

The Board of Directors maintains its registered office in Stockholm municipality, Stockholm county.”

The validity of the resolution referred to in this paragraph requires the support of shareholders representing at least two thirds (2/3) of both the votes cast at the meeting and the shares represented at the meeting.

Item 12 – Resolution on a directed share issue as deferred payment for the acquisition of Web Shield Limited

Pursuant to the terms of the agreement relating to the acquisition of Web Shield Limited announced by press release on 9 June 2021, the transaction includes a deferred consideration of up to SEK 80.6 million. The deferred consideration will be paid 50 percent in cash and 50 percent in shares (the "Deferred Consideration Shares"). To make the payment of the Deferred Consideration Shares, the Board of Directors proposes that the Annual General Meeting resolves on a directed share issue of not more than 1,643,637 shares to the seller of Web Shield Limited, entailing an increase in the share capital of not more than SEK 65,117.48. The resolution shall otherwise be governed by the following terms and conditions.

  1. The right to subscribe for the new shares shall vest in Online Merchant Connect Limited. The reason for the deviation from the shareholders' preferential rights is to carry out the Company’s obligations Pursuant to the terms of the agreement relating to the acquisition of Web Shield Limited.
  2. The subscription price amounts to SEK 24.52. The share premium shall be transferred to the unrestricted premium reserve.
  3. Subscription shall be made by payment during a period of three (3) days from the date of approval of the issue resolution by the General Meeting on 28 June 2022.
  4. The Board of Directors shall be entitled to extend the subscription period and the payment period.
  5. The new shares entitle the holder to a dividend as from the record date for dividend on which the shares are registered by the Swedish Companies Registration Office and entered in the share register kept by Euroclear Sweden AB.
  6. The Board of Directors or a person appointed by the Board of Directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

The validity of the resolution referred to in this paragraph requires the support of shareholders representing at least nine tenths (9/10) of both the votes cast at the meeting and the shares represented at the meeting.

Item 13 - Resolution on a directed share issue as earn-out payment for the acquisition of Wyzer Limited

Pursuant to the terms of the agreement relating to the acquisition of Wyzer Limited announced by press release on 18 December 2020, the sellers of Wyzer Limited are entitled to a maximum earn-out of EUR 2,000,000 based on Wyzer's net sales during the financial year 2021. The Company and the sellers of Wyzer Limited have reached an agreement on the amount of the earn out, which shall amount to approximately SEK 8.9 million of which 50 per cent shall be paid through a directed issue to the sellers of Wyzer Limited (the “Earn-Out Shares”). To make the payment of the Earn-Out Shares, the Board of Directors proposes that the Annual General Meeting resolves on a directed share issue of not more than 1,273,022 shares, entailing an increase in the share capital of not more than SEK 50,449.98. The resolution shall otherwise be governed by the following terms and conditions.

  1. The right to subscribe for the new shares shall vest in MZ Wisdom Holdings Limited and DLG Holdings Limited. The reason for the deviation from the shareholders' preferential rights is to is to carry out the Company’s obligations Pursuant to the terms of the agreement relating to the acquisition of Web Shield Limited.
  2. The subscription price for each share subscribed for shall be set to an amount corresponding to the last ten (10) trading days volume weighted average price up to and including 27 June 2022. However, the subscription price shall be not less than SEK 3.50. The share premium shall be transferred to the unrestricted premium reserve.
  3. Subscription shall be made by payment during a period of three (3) days from the date of approval of the issue resolution by the General Meeting on 28 June 2022.
  4. The Board of Directors shall be entitled to extend the subscription period and the payment period.
  5. The new shares entitle the holder to a dividend as from the record date for dividend on which the shares are registered by the Swedish Companies Registration Office and entered in the share register kept by Euroclear Sweden AB.
  6. The Board of Directors or a person appointed by the Board of Directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

The validity of the resolution referred to in this paragraph requires the support of shareholders representing at least nine tenths (9/10) of both the votes cast at the meeting and the shares represented at the meeting.

Item 14 – Resolution on implementation of an employee stock option program

The Board of Directors proposes that the meeting resolves to implement an employee stock option program for senior executives and other key employees in the Company and its subsidiaries (the “ESOP 2022/2025”).

Delivery of shares under the ESOP 2022/2025 is to be secured by the issue of warrants and approval of transfer of warrants as set forth in item 17 on the proposed agenda for the meeting.

Terms and conditions of the ESOP 2022/2025

The ESOP 2022/2025 is proposed to be governed by the following terms and conditions:

  1. Not more than 2,100,000 employee stock options are to be issued.
  2. The employee stock options shall be offered senior executives and other key employees in the Company and its subsidiaries subject to the employees not being tax residents in Sweden, in accordance with the following allocation:
CategoryMaximum number of employee stock options per participantMaximum number of employee stock options per category
Senior executives400,0001,700,000
Other key employees50,000400,000
  1. The Board of Directors shall decide upon the allotment within the limits set above.
  2. The employee stock options shall be issued without cost. A prerequisite to acquire employee stock options under the ESOP 2022/2025 is that the participants must own shares in the Company. The shares can either be already owned by the participant or be acquired in the market in connection with the application to participate in the ESOP 2022/2025 (the “Private Investment”). The Private Investment shall at least amount to the total premium that should have been paid by the participant, had the participant instead acquired warrants through payment of the warrant premium corresponding to the market value of each employee stock option (the warrant premium calculated in accordance with the Black & Scholes evaluation model per the day of transfer multiplied by each employee stock option).
  3. Each employee stock option entitles to acquisition of one share in the Company at an exercise price corresponding to 130 per cent of the volume weighted average price for shares in the Company according to Nasdaq First North Growth Market during a period of ten (10) trading days up to and including 27 June 2022. The exercise price and the number of shares that each employee stock option entitles to can be subject to recalculation due to bonus issue, share split, preferential rights issue and similar measures, whereby the terms for recalculation in the complete Terms and Conditions for Warrants 2022/2025 shall be applied. The exercise price shall however at minimum amount to an amount corresponding to the quota value of the share.
  4. The employee stock options can be exercised to acquire shares during a period from and including 1 December 2025, to, and including, 31 December 2025. The employee stock options will be possible to exercise earlier in the event of e.g. compulsory redemption of shares, liquidation, takeover or merger. Exercise of employee stock options presupposes, as a rule, that the option holder is still employed in the group, and is neither tax resident in Sweden, at the time of exercise.
  5. The employee stock options shall not constitute securities and are non-transferable.

Background and reasons for the proposal

The purpose of the proposed ESOP 2022/2025 is to create opportunities to retain and increase the motivation for existing members of the Company’s management, other key employees within the Company and the group. The Board of Directors finds it to be in the interest of all shareholders that the management, which has been deemed to be important for the future development of the Company, has a long-term interest in the growth of the Company’s share price. A long-term commitment from the owners is expected to increase the interest in the daily business, increase the interest for the Company’s earnings and financial result as a whole, increasing the motivation of the participants and aims to increase the interest between the participants and the Company’s shareholders. Furthermore, the Incentive Program helps to attract competent employees to the Company.

Preparation of the proposal

The proposal for the ESOP 2022/2025 has been prepared by the Company’s Board of Directors in cooperation with external advisors.

Dilution

Should all the warrants under item 15 on the agenda for the meeting and all employee stock options under item 14 on the agenda for the meeting be exercised, the number of outstanding shares will increase by 2,800,000, which corresponds to a maximum dilution of approximately 7.6 percent of the total number of shares and votes in the Company on the date of the notice to the Annual General Meeting.

Outstanding share-related incentive programs

At the Extraordinary General Meeting on 29 July 2019, a decision was made to issue 782,494 warrants as a long-term share-based incentive program to the Company’s employees. Each warrant entitles the holder to subscribe for one new share in the Company at a subscription price of SEK 5.00 per share. Subscription of new shares with the support of the warrants can be carried out during the period from 15 August 2022 to 31 December 2022.

Item 15 – Resolution on implementation of a warrant-based incentive program

The Board of Directors proposes that the meeting resolves to implement a warrant-based incentive program, offering senior executives and other key employees and consultants to acquire warrants which grants the holder a right to subscribe for newly issued shares in the Company (the “Warrant Program 2022/2025”).

Terms and conditions of the Warrant Program 2022/2025

The Warrant Program 2022/2025 is proposed to be governed by the following terms and conditions:

1. The Warrant Program 2022/2025 shall consist of a maximum of 700,000 warrants of series 2022/2025. Each warrant grants the holder the right to subscribe for one (1) newly issued share in the Company.

2. The warrants shall be offered senior executives and other key employees and consultants in the Company and its subsidiaries subject to the participants being Swedish residents and in accordance with the following allocation:

CategoryMaximum number of warrants per participantMaximum number of warrants per category
Senior executives400,000400,000
Other key employees and consultants50,000300,000

3. The proposed terms and conditions for the warrants of series 2022/2025 is set out below under item 17 (Resolution on a) an issue of warrants and b) the approval of transfer of warrants) on the agenda for the meeting.

4. The Company shall subscribe for all the warrants and then transfer the warrants to the participants in accordance with the terms set out in item 17 (Resolution on a) an issue of warrants and b) the approval of transfer of warrants).

Background and reasons for the proposal

The purpose of the proposed Warrant Program 2022/2025 is to create opportunities to retain and increase the motivation for existing members of the Company’s management, other key employees within the Company and the group. The Board of Directors finds it to be in the interest of all shareholders that the management, which has been deemed to be important for the future development of the Company, has a long-term interest in the growth of the Company’s share price. A long-term commitment from the owners is expected to increase the interest in the daily business, increase the interest for the Company’s earnings and financial result as a whole, increasing the motivation of the participants and aims to increase the interest between the participants and the Company’s shareholders. Furthermore, the Incentive Program helps to attract competent employees to the Company.

Preparation of the proposal

The proposal for the Warrant Program 2022/2025 has been prepared by the Company’s Board of Directors in cooperation with external advisors.

Dilution

Should all the warrants under item 15 on the agenda for the meeting and all employee stock options under item 14 on the agenda for the meeting be exercised, the number of outstanding shares will increase by 2,800,000, which corresponds to a maximum dilution of approximately 7.6 percent of the total number of shares and votes in the Company on the date of the notice to the Annual General Meeting.

Valuation

According to a preliminary calculation, the warrant premium amounts to SEK 1.59. The preliminary and the final warrant premium is calculated in accordance with the Black & Scholes evaluation model with the assumption of a risk-free rate of 1.55 per cent and an EGARCH implicit volatility of 48 per cent and with the assumption that no expected dividend or any other transaction to shareholders will be carried out during the duration of the incentive program. The data and the calculations have been gathered and produced by Escalade Capital in its capacity as an independent valuation institute.

Special cash compensation

The Company shall make payments of special cash compensation in connection with the Warrant Program 2022/2025 as follows. The payment is based on the number of warrants the participant acquires. The amount shall sum to a total that, net of tax, approximately corresponds to the amount to be paid by the participant in accordance with what is set forth under the heading “Transfer of warrants under the Warrant Program 2022/2025” under item 17 on the agenda for the meeting. The payment shall be divided into three instalments in equal parts to be paid by the end of or close to each financial year during the warrant period, or – under certain defined circumstances – earlier. Payment requires that the participant is still employed by the Company at the time of payment.

Outstanding share-related incentive programs

At the Extraordinary General Meeting on 29 July 2019, a decision was made to issue 782,494 warrants as a long-term share-based incentive program to the Company’s employees. Each warrant entitles the holder to subscribe for one new share in the Company at a subscription price of SEK 5.00 per share. Subscription of new shares with the support of the warrants can be carried out during the period from 15 August 2022 to 31 December 2022.

Item 16 – Resolution to approve of directors’ participation in the warrant-based incentive program

It is proposed that the directors of the Board Eric Wallin and Marie-Louise Gefwert shall be allowed to participate in the Warrant Program 2022/2025 as set forth in item 15 above in the view of their operational role in the Company as consultants.

Item 17 – Resolution on a) an issue of warrants and b) the approval of transfer of warrants

In order to secure the Company’s commitments under the ESOP 2022/2025 and the Warrant Program 2022/2025, the Board of Directors proposes that the meeting shall resolve on a directed issue of warrants of series 2022/2025 and approval of the transfer of warrants of series 2022/2025 in accordance with item a) and b) below.

a) Issue of warrants
The Board of Directors proposes that the meeting resolves on a directed issue of warrants of series 2022/2025 with the following terms:

  1. The Company shall issue a maximum of 2,800,000 warrants. Each warrant shall entitle the holder to subscribe for one (1) new share in the Company.
  2. With deviation from existing shareholders’ pre-emptive right, the warrants shall only be subscribed by the Company with a right and an obligation for the Company to transfer the warrants to the participant under the ESOP 2022/2025 or the Warrant Program 2022/2025. The reason for deviating from the shareholders’ pre-emptive right is that the warrants will be used within the framework of the above-mentioned incentive programs.
  3. The warrants may be used for subscription of new shares during a period from, and including, 1 December 2025, to, and including, 31 December 2025 or the earlier day which follows from the complete Terms and Conditions for Warrants 2022/2025. The subscription price for the shares shall correspond to 130 percent of the volume weighted average price for the last ten trading days of the Company’s share on Nasdaq First North Growth Market for the period up to and including 27 June 2022.
  4. If the warrants are exercised in full, the issue of shares would increase the Company’s share capital with a maximum of SEK 110,964.25 (subject to potential changes due to any potential recalculation in accordance with the complete Terms and Conditions for Warrants 2022/2025). Any share premium shall be transferred to the unrestricted premium reserve.
  5. The warrants shall be subscribed for by the Company without consideration.
  6. The warrants shall be subscribed for on a subscription list no later than three (3) days from the resolution to issue the warrants. The Board of Directors shall have the right to postpone the subscription period. Oversubscription may not occur.
  7. Any new shares that are acquired through the exercise of warrants will entitle the holder to receive dividends from the first record date for dividends that occurs after the issue of new shares has been registered with the Swedish Company Registration Office and with Euroclear Sweden AB.
  8. The warrants are subject to further terms and conditions in accordance with the complete Terms and Conditions for Warrants 2022/2025, including customary terms for recalculation, meaning that the subscription price, as well as the number of new shares that each warrant may grant, might be recalculated upon the occurrence of certain company events.

The Board of Directors shall be authorized to cancel warrants that have been issued and that the Board of Directors considers are not necessary to fulfil the obligations that follows from the ESOP 2022/2025 or the Warrant Program 2022/2025.

The Board of Directors, or whoever the board appoints, is authorized to make any minor adjustments to the resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

b) Approval of transfer of warrants
The Board of Directors proposes that the meeting resolves to approve that the Company may transfer warrants of series 2022/2025 to the participants in accordance with the allocation set out under item 14 (Resolution on implementation of an employee stock option program) and 15 (Resolution on implementation of a warrant-based inventive program) on the agenda for the meeting and in accordance with the terms below.

Transfer of warrants under the Warrant Program 2022/2025

Transfer of warrants under the Warrant Program 2022/2025 shall be made in exchange of a premium calculated in accordance with the Black & Scholes evaluation model per the day of transfer. A preliminary valuation of the warrant premium amounts to SEK 1.59.

A prerequisite to acquire warrants is that the participant has entered into an agreement with the Company according to which the Company, or a person appointed by the Company, under certain circumstances, will have the right to repurchase the warrants from the participant. Such a right to repurchase exists, e.g., if the participant ceases to be employed by the Company or if the participant intends to transfer the warrants to someone else.

Transfer of warrants under the ESOP 2022/2025

Transfer of warrants under the ESOP 2022/2025 shall be made without consideration.

A valid resolution in accordance with the proposal requires that the resolution be supported by shareholders with at least nine tenths (9/10) of both the votes and the shares represented at the meeting.

Item 17 – Resolution to authorise the Board of Directors to decide on issues of shares, warrants and convertibles

The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors - on one or more occasions and at the latest until the next Annual General Meeting - to decide to increase the Company's share capital by issuing new shares and to issue warrants and convertibles.

New issues of shares, as well as issues of warrants and convertibles, may be made with or without deviation from the shareholders' preferential rights and with or without provision for contribution in kind, set-off or other conditions. Pursuant to Chapter 16 of the Swedish Companies Act, the Board of Directors may not, by virtue of this authorisation, decide on issues to members of the Board of Directors of the group, employees and others.

Issues without derogation from the shareholders' preferential rights may be made to the extent permitted by the current Articles of Association, or by any other Articles of Association that the shareholders may adopt by the required majority during the period up to the next Annual General Meeting. The total number of shares covered by issues in derogation of the shareholders' preferential rights may, after such issues, represent a total dilution of no more than twenty (20) percent of the shares of the Company at the first time the authorisation is used, calculated after registration of the rights issue (approximately SEK 59.2 million) and the potential over-allotment share issue (approximately SEK 20 million) in connection with the rights issue resolved on by the Board of Directors on 25 June 2022 (published through press release on 25 June 2022 with the heading “ZignSec AB (publ) resolves on a rights issue of approximately SEK 59.2 million guaranteed up to approximately 74 percent”).

The issue decided by virtue of the authorisation shall be made at the market subscription price, subject to the market issue discount, if any. The issue decided by virtue of the authorisation shall be made in order to provide the Company with working capital, to increase the Company's financial flexibility and to enable acquisitions by payment in shares. If the Board of Directors decides on an issue with derogation from the shareholders' preferential rights, the reason shall be to provide the Company with working capital in a cost- and time-efficient manner and/or new owners of strategic importance to the Company and/or acquisitions of other companies or businesses.

The validity of the resolution referred to in this paragraph requires the support of shareholders representing at least two thirds (2/3) of both the votes cast at the meeting and the shares represented at the meeting.

Item 18 – Resolution to authorise the Board of Directors to make minor adjustments to the decisions

The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, the Managing Director or any other person appointed by the Board of Directors to make such minor adjustments and clarifications to the resolutions adopted by the Annual General Meeting as are necessary for the registration of the resolutions.

OTHER

Shares and votes in the Company

At the time of issuance of this notice, the total number of registered shares in the Company is 33,831,244 shares, corresponding to 33,831,244 votes.

Shareholders' right to request information

Shareholders have the right to request information from the Board of Directors and the Managing Director pursuant to Chapter 7, Section 32 of the Swedish Companies Act regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company's financial situation. The Board of Directors and the Managing Director shall disclose such information if the Board of Directors considers that this can be done without significant damage to the Company. The obligation to disclose information also applies to the Company's relationship with another group company, the consolidated accounts and the circumstances mentioned above with regard to subsidiaries.

Requests for such information shall be submitted in writing to the Company no later than ten days before the Annual General Meeting, i.e. no later than 18 June 2022, to ZignSec AB, Gävlegatan 12B, 113 30, Stockholm, Sweden or by e-mail to alexander.albedj@zignsec.com. The information will be provided by the Company by making it available on the Company's website www.zignsec.com under the heading and at the Company at the above address no later than 23 June 2022. The information will also be sent to shareholders who have requested it and who have provided their address.

Documents

The annual report, consolidated financial statements and auditors' report as well as other documents and other documents relating to the proposed resolutions to the Annual General Meeting will be available at the Company's offices and website www.zignsec.com at least three weeks before the Annual General Meeting. All documents will also be sent to shareholders who request them and provide their postal address.

____________________

May 2022
ZignSec AB (publ)
The Board of Directors