Notice of annual shareholders' meeting in Zymiq Technology AB
Prenumeration
The shareholders of ZymIQ Technology AB are hereby invited to attend the annual shareholders’ meeting on 15 May 2025 at 3:30 PM in the company’s premises at Scheeletorget 1, Lund. Voting rights registration begins at 3:00 p.m. and is closed when the meeting opens.
Right to participate and notification
Shareholders wishing to participate in the annual shareholders’ meeting mustnbe listed in the company’s share register kept by Euroclear Sweden AB as of 7 May 2025; and have given a notice of their intention to participate to the company no later than on 9 May 2025 by mail to ZymIQ Technology AB, Scheeletorget 1, 223 63 Lund or by e-mail to michael.christensen@zymiq.com . When registering the notification should specify the shareholder’s name, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on any assistants.
The annual shareholders’ meeting will also be broadcast via a digital meeting on Teams (link sent separately). Persons who have subscribed for shares but where these have not yet been registered with the Swedish Companies Registration Office / Euroclear are invited to participate in the annual shareholders’ meeting, but without voting rights. The same applies to shareholders who choose to attend via a digital broadcast of the annual shareholders’ meeting.
Nominee registered shares
Shareholders whose shares are registered through a nominee must temporarily re-register the shares in their own name as of 7 May 2025 and should contact the bank/nominee well in advance. The nominee has the possibility to make such voting rights registration retroactively, but no later than 9 May 2025 in order for it to be taken into account in the preparation of the share register.
Proxy etc.
In case the shareholder should be represented by a proxy, the proxy must have a written power of attorney, which is dated and duly signed by the shareholder, to the meeting. The validity term of the power of attorney may not be more than one year unless a longer validity term is specifically stated in the power of attorney (however at the longest five years). In order to facilitate registration at the meeting, the original power of attorney as well as the certificate of registration and other authorization documents should be received by the Company at the above address no later than 3:00 p.m. on May 9, 2025. If the power of attorney is issued by a legal entity, the representing proxy must also attach an up-to-date registration certificate or equivalent document for the legal entity. A template power of attorney is available at the company’s website (www.zymiq.com) and can be sent to shareholders who request it and state their address.
Proposed agenda
- Opening of the meeting
- Election of Chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to approve the minutes
- Determination as to whether the meeting has been duly convened
- Approval of the agenda
- Presentation by the CEO
- Presentation of the Annual Report and Audit Report
- Resolution on:
- adoption on the profit and loss statement and balance sheet;
- allocation of the company’s profits according to the adopted balance sheet
- discharge from liability for the members of the board and the CEO
- Determination of the number of board members, auditors and deputy auditors
- Determination of remuneration for the board members and the auditor
- Election of board members
- Election of chairman of the board
- Election the auditor
- Resolution on instruction and rules of procedure for the Nomination Committee
- Resolution on authorization for the Board on issues of shares
- Resolution on approval of employee stock option agreement for the members of the Board of Directors
- Authorization for the CEO to make such minor adjustments to resolutions adopted at the Annual General Meeting as may be required in connection with the registration and execution of the resolutions
- Closing of the meeting
Proposed resolutions
Item 9 b): Resolution on allocation of the company’s profits according to the adopted balance sheet
The board of directors proposes that no dividends are paid.
Election of the Board of Directors, Chairman of the Board of Directors and auditor, determination of fees and resolution on principles for the appointment of the Nomination Committee (items 2, 10-15)
Ahead of the 2025 Annual General Meeting, the Nomination Committee has consisted of Michael Edelborg Christensen on Nordic Consulting Group AB's mandate and Mats Clarsund on Clartech AB's mandate. Michael Edelborg Christensen has been Chairman of the Nomination Committee. The members of the Nomination Committee represent shareholders who control approximately 66 percent of the votes in the company.
The Nomination Committee proposes that the Annual General Meeting resolve:
- that Magnus Steen is elected Chairman of the Meeting,
- that the Board of Directors shall consist of five members with no deputies,
- that no remuneration to the Board of Directors shall be paid for the financial year 2025,
- that the Board members Jonas Forsberg, Nicklas Persson, Magnus Steen, Rickard Ånell and Göran Strömberg be re-elected, that Jonas Forsberg is re-elected as Chairman of the Board,
- that David Eskilsson, Bakertilly is elected auditor, that fees to the auditor shall be paid on current account,
- that the following main principles shall apply to the appointment of the Nomination Committee:
The Chairman shall, as soon as possible after the registered ownership of the company as of 30 September each year is known, contact the two largest registered owners in terms of voting rights and ask them to appoint one member each to the Nomination Committee. Shareholders whose identity is not stated in the share register and who wish to exercise their right must notify the Chairman of the Board of Directors of this and be able to prove their ownership. If any of the requested shareholders refrain from appointing a representative, the following shareholders in order of size shall thereafter be given the opportunity to appoint a representative until two owners’ representatives have been appointed. The members thus appointed shall constitute the Nomination Committee. The Nomination Committee appoints the Chairman from among its members. The Nomination Committee's term of office extends until a new Nomination Committee has been appointed.
Item 16: Resolution on authorization regarding issues of shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to, on one or more occasions prior to the next Annual General Meeting, with or without deviation from the shareholders' preferential rights, resolve on a new issue of shares or issue of convertibles or warrants. An issue may be made against cash payment, contribution in kind or set-off or otherwise on the terms referred to in Chapter 2. Section 5, second paragraph, 1-3 and 5 of the Companies Act. The number of shares, convertibles or warrants that may be issued pursuant to the authorization shall not be limited in any other way than what follows from the limits of the share capital and the number of shares in force in the Articles of Association at any given time. If the Board of Directors resolves to issue without preferential rights for the shareholders, the reason shall be to be able to broaden the circle of owners, raise or enable the acquisition of working capital, increase the liquidity of the share, carry out company acquisitions or raise or enable the raising of capital for company acquisitions. In the event of a resolution on issues without preferential rights for the shareholders, the subscription price shall be in accordance with market conditions at the time of the issue decision.
Approval of employee stock option agreement for the members of the Board of Directors (item 17)
The Board of Directors proposes that the Annual General Meeting approves the employee stock option agreements entered into by the company with the members of the Board of Directors. The employee stock options amount to a total of 160,000 options, corresponding to the same number of shares. The price per option is SEK 0 and the exercise price per share is SEK 20. The term is 3 years. The agreements were entered into in the autumn of 2024 subject to approval by the Annual General Meeting. Shareholders are reminded of their right to request information in accordance with Chapter 7. Section 32 of the Swedish Companies Act (2005:551). The Board of Directors and Nordic Consulting Group AB and Clartech AB, which together control approximately 66 percent of the votes in the company, have declared that they support an approval of the Annual General Meeting and the upcoming new share issue. At a later date, the Annual General Meeting will be able to decide on a new share issue via a resolution at the Annual General Meeting or via authorization.
Other information
A resolution under item 16 (authorization) is valid and must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
The annual report, the auditor's report and the complete basis for decisions in general will be available at the company at least for as long as required by law. The documents will be sent upon request to shareholders who state their postal address. The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the company or its subsidiaries, provide information at the Annual General Meeting on circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the company's or a subsidiary's financial situation. The duty of disclosure also applies to the company's relationship with the subsidiaries.
Processing of personal data
Zymiq Technology AB is responsible for the processing of personal data performed by the company or its service providers in connection with the Annual General Meeting. For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Lund, April 17 2024
ZymIQ Technology AB
The board of directors