The shareholders of SOZAP AB (publ), reg. no. 556980-2241, with its registered office in Nyköping, Södermanland County, are hereby summoned to the extraordinary general meeting on Thursday 25 March 2021.

In order to mitigate the spread of Covid-19, the board of directors has decided that the extraordinary general meeting will be conducted by advance voting only, without physical presence of shareholders, proxies and third parties.

SOZAP welcomes all shareholders to exercise their voting rights at this extraordinary general meeting through advance voting on the basis of temporary statutory rules, according to the procedure set out below.

In the advance voting form, the shareholders may request that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such continued general meeting shall take place if the extraordinary general meeting so resolves or if shareholders with at least one tenth of all shares in the company so request.

To vote:

https://postrosta.web.verified.eu/?source=sozap

Preconditions for participation in the extraordinary general meeting  

Shareholders who wish to participate, through advance voting, in the extraordinary general meeting must

both          be recorded in the share register maintained by Euroclear Sweden AB on 17 March 2021,

and           notify the company of their intention to participate in the extraordinary general meeting by casting their advance vote in accordance with the instructions under the heading “Advance voting” below, so that the advance voting form is received by SOZAP no later than on 24 March 2021.

Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must re-register their shares in their own names to be entitled to participate in the general meeting. Such registration, which may be temporary, must be duly effected in the share register maintained by Euroclear Sweden AB on 19 March 2021, and the shareholders must therefore advise their nominees well in advance of this date.

Advance voting

The shareholders may only exercise their voting rights at the general meeting by voting in advance, so-called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form shall be used for advance voting. The form is available on SOZAP’s website, www.sozap.com. The advance voting form is considered as the notification of participation.

The completed voting form must be received by the company no later than on 24 March 2021. The form for advance voting may be submitted electronically through BankID verification or through submission of a binding electronical signature via the company’s website, www.sozap.com. The form may also be submitted via e-mail to egm@sozap.com or by post to SOZAP AB (publ), Västra Storgatan 23, SE-611 32 Nyköping, Sweden. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed to the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form.

The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

Shareholders’ right to request information

The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda and the company’s relation to other companies within the group. A request for such information shall be made in writing to SOZAP AB (publ), Västra Storgatan 23, SE-611 32 Nyköping, Sweden, or via e-mail to egm@sozap.com, no later than on 15 March 2021. The information will be made available at SOZAP AB, Västra Storgatan 23, SE-611 32 Nyköping, Sweden,and on www.sozap.com, on 20 March 2021 at the latest. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.

Proposed agenda

  1. Election of chairman of the general meeting.
  2. Election of person to approve the minutes.
  3. Preparation and approval of the voting list.
  4. Approval of the proposed agenda.
  5. Determination as to whether the general meeting has been duly convened.
  6. Determination of the number of members and deputy members of the board of directors.
  7. Determination of the remuneration to the members of the board of directors.
  8. Election of new members of the board of directors.
  9. Resolution on amended articles of association.
  10. Resolution on a split of the company’s shares (10:1 share split).
  11. Resolution on authorisation for the board of directors to resolve upon issue of new shares.

Election of chairman of the general meeting (item 1)

The board of directors proposes that the chairman of the board of directors Claes Wenthzel, or the person appointed by the board of directors if he has an impediment to attend, is elected chairman of the general meeting.

Election of person to approve the minutes (item 2)

Sam Goldchin, representing Augment Partners, or the person appointed by the board of directors if he has an impediment to attend, is proposed to be elected to approve the minutes together with the chairman. The task of approving the minutes also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the general meeting.

Preparation and approval of the voting list (item 3)

The voting list proposed for approval under item 3 of the agenda is the voting list drawn up by the company, based on the general meeting’s share register and advance votes received, as verified and recommended by the person approving the minutes.

Determination of the number of members and deputy members of the board of directors (item 6)

The shareholder Rade Prokopovic proposes that the number of members in the board of directors shall be four (4) without deputy members.

Determination of the remuneration to the members of the board of directors (item 7)

The shareholder Rade Prokopovic proposes that the general meeting resolves on a remuneration of SEK 390,000 annually, until the date of the annual general meeting 2021, with the allocation SEK 150,000 to the chairman of the board of directors and SEK 80,000 to each of the other members of the board. The proposed remuneration shall be conditional upon and be lifted from and including the date of the potential listing of the company’s shares at a market place, which implies that the proposed amount shall be prorated in relation to the time from the date of the listing of the company’s shares at a market place until the date of the annual general meeting 2021.

Election of new members of the board of directors (item 8)

The shareholder Rade Prokopovic proposes that the general meeting resolves to elect Annette Colin and Daniel Somos as new members of the board of directors for the period up until the annual general meeting 2021. Jan Benjaminson and Rade Prokopovic do not wish to stand for re-election as members of the board of directors in connection with the election of new members in accordance with this item 8 and Kristofer Boman resigns as deputy member of the board of directors.

Resolution on amended articles of association (item 9)

The board of directors proposes that the general meeting resolves to amend the articles of association in accordance with the table set out below. Due to the proposals by the board of directors in accordance with item 10 and 11 of the agenda, regarding the split of the company’s shares and an authorisation to issue new shares, a change in the limits of the number of shares is proposed. Amendments are also proposed to enable that general meetings can be held both in Nyköping and in Stockholm, to render the election of deputy members of the board optional and to allow for the board of directors to resolve that the shareholders shall have the right to vote in advance of general meetings. Additionally, some amendments due to changes in legislation as well as some adjustments of technical nature are proposed.

The proposal in this item 9 is insofar as it concerns changing the limits of the number of shares in 5 § in the articles of association conditional upon that the general meeting resolves, in accordance with the proposal from the board of directors, on a split of the company’s shares as set out under item 10 of the agenda and that these resolutions are registered with the Swedish Companies Registration Office.

The board of directors or the CEO shall have the right to make such minor adjustments in this resolution by the general meeting that may be necessary in connection with the registration of the articles of association with the Swedish Companies Registration Office.

Current wording Proposed wording
1 § Name

The company’s name is SOZAP AB (publ).

1 § Name

The company’s name is SOZAP AB (publ).

2 § Registered office

The company’s registered office shall be situated in Nyköping municipality.

2 § Registered office

The company’s registered office shall be situated in Nyköping municipality. General meetings may also be held in Stockholm municipality.

5 § Number of shares

The number of shares shall be not less than 500,000 and not more than 2,000,000.

5 § Number of shares

The number of shares shall be not less than 500,0005,000,000 and not more than 2,000,000 20,000,000.

6 § Board of directors

The board of directors shall consist of not less than three (3) members and not more than five (5) members with not less than one (1) and not more than two (2) deputy members.

Election of members of the board and deputy members of the board shall be made annually at the annual general meeting and the appointment shall apply until the end of the next annual general meeting.

6 § Board of directors

The board of directors shall consist of not less than three (3) members and not more than five (5) members with not more than two (2) deputy members.

Election of members of the board and deputy members of the board shall be made annually at the annual general meeting and the appointment shall apply until the end of the next annual general meeting.

7 § Auditors

For audit of the company’s annual report, the accounting record and the board of directors and the chief operating officer’s administration, at least one (1) and not more than two (2) auditors shall be elected.

7 § Auditors

For audit of the company’s annual report, the accounting record and the board of directors and the chief operating officer’s administration, at least one (1) and not more than two (2) auditors shall be elected.

The company shall have one (1) or two (2) auditors with no deputy auditors. An authorised public accountant or a registered public accounting firm shall be elected as auditor.

8 § Notice

Notice to annual general meetings and notice to extraordinary general meetings, where amendment of the articles of association shall be resolved upon, shall be published not earlier than six weeks and not later than four weeks prior to the general meeting. Notice to other extraordinary general meetings shall be published not earlier than six weeks and not later than three weeks prior to the general meeting.

Official notification of the general meeting of shareholders is to take the form of an announcement in the Swedish Official Gazette and on the company´s website. The announcement of the notice of the general meeting is to be advertised in Svenska Dagbladet.

Right to participate in general meetings is reserved for shareholders who are registered in such transcription or other preparation of the entire share register regarding the conditions five workdays prior the meeting, and announce their participation together with not more than two assistants to the company no later than 17.00 on the date stipulated in the notice convening the general meeting. This date cannot be a Sunday or other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and cannot occur earlier than the fifth workday prior to the meeting.

8 § Notice

Notice to annual general meetings and notice to extraordinary general meetings, where amendment of the articles of association shall be resolved upon, shall be published not earlier than six weeks and not later than four weeks prior to the general meeting. Notice to other extraordinary general meetings shall be published not earlier than six weeks and not later than three weeks prior to the general meeting.

Official notification of the general meeting of shareholders is to take the form of an announcement in the Swedish Official Gazette and on the company´s website. The announcement of the notice of the general meeting is to be advertised in Svenska Dagbladet.

Right to participate in general meetings is reserved for shareholders who are registered in such transcription or other preparation of the entire share register regarding the conditions five workdays prior the meeting, and announce their participation together with not more than two assistants to the company no later than 17.00 on the day stated in the notice. Shareholders wishing to participate in the general meeting must notify the company of their intention to attend the meeting not later than the date stipulated in the notice convening the general meeting. This date cannot be a Sunday or other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and cannot occur earlier than the fifth workday prior to the meeting.

At the general meeting, shareholders may be accompanied by one or two advisors, however, only if the shareholder notifies the company of the number of advisors in the manner stated above.

9 § Matters at the annual general meeting

The following matters shall be addressed at the ordinary annual general meeting:

1. Election of a chairman of the meeting.

2. Preparation and approval of the voting list.

3. Election of one or two persons to verify the minutes.

4. Determination of whether the meeting has been duly convened.

5. Approval of the agenda.

6. Presentation of the annual report and the auditor´s report and when applicable the consolidated financial statement and the auditor´s report for the group.

7. Decisions concerning:

a) Adoption of the income statement, balance sheet and when applicable consolidated income statement and balance sheet;

b) Appropriation of the company´s profit or loss in accordance with the adopted balance sheet and when applicable the consolidated balance sheet;

c) Discharge from liability of the board members and the CEO.

8. Adoption of fees for members of the board and the auditors.

9. Election of the board and when applicable auditors.

10. Other mattes to be considered at the annual general meeting in accordance with the Swedish Companies Act (2005:551) and the articles of association.

9 § Matters at the annual general meeting

The following matters shall be addressed at the ordinaryannual general meeting:

1. Election of a chairman of the meeting.

2. Preparation and approval of the voting list.

3. Election of one or two persons to verify the minutes.

4. Determination of whether the meeting has been duly convened.

5. Approval of the agenda.

6. Presentation of the annual report and the auditor´s report and when applicable the consolidated financial statement and the auditor´s report for the group.

7. Decisions concerning:

a) Adoption of the income statement, balance sheet and when applicable consolidated income statement and balance sheet;

b) Appropriation of the company´s profit or loss in accordance with the adopted balance sheet and when applicable the consolidated balance sheet; and

c) Discharge from liability of the board members and the CEO.

8. Adoption of the number of board members and deputy board members as well as the number of auditors.

9. Adoption of fees for members of the board and the auditors.

10. Election of the board members and chairman of the board as well as auditors.

11. Other mattes to be considered at the annual general meeting in accordance with the Swedish Companies Act (2005:551) and or the articles of association.

10 § Power of attorney’s

The board of directors may collect powers of attorney in accordance with the procedure described in Chapter 7, Section 4, paragraph 2 of the Swedish Companies Act (2005:551).

10 § Power of attorney’s and vote by post

The board of directors may collect powers of attorney in accordance with the procedure described in Chapter 7, Section 4, second paragraph 2 of the Swedish Companies Act (2005:551).

The board of directors may resolve, ahead of a general meeting of shareholders, that the shareholders shall be entitled to exercise their voting rights by post prior to the meeting.

11 § Financial year

The Company’s financial year shall be 1 January– 31 December.

11 § Financial year

The Company’s financial year shall be 1 January– 31 December.

12 § Record date provision

The Company’s shares shall be registered in a securities register in accordance with the Financial Instruments (Accounts) Act (1998:1479). The shareholder or nominee that on the record date is recorded in the share register and the securities register in accordance with Chapter 4 of the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479) or that is noted on a control account in accordance with Chapter 4 Section 18 first paragraph sentence 6 – 8 in the same legislation, shall be assumed to have the rights prescribed by Chapter 4 Section 39 of the Swedish Companies Act (2005:551).

12 § Record date provision

The Company’s shares shall be registered in a securities register in accordance with the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479).

The shareholder or nominee that on the record date is recorded in the share register and the securities register in accordance with Chapter 4 of the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479) or that is noted on a control account in accordance with Chapter 4 Section 18 first paragraph sentence 6 – 8 in the same legislation, shall be assumed to have the rights prescribed by Chapter 4 Section 39 of the Swedish Companies Act (2005:551).

Resolution on a split of the company’s shares (10:1 share split) (item 10)

The board of directors proposes that the general meeting resolves on a split of the company’s shares whereby one existing share of the company will be divided into ten shares (10:1 share split). After the completion of the split, the number of shares of the company will increase from 689,084 to 6,890,840, with a corresponding increase of the number of votes. The quota value of each share after the split will be SEK 0.10.

The board of directors proposes that it is authorised to set a record date for the share split, which at the time of the notice is expected to be 15 April 2021. However, the specified record date may not fall before the resolution on the share split has been registered with the Swedish Companies Registration Office.

The proposal in this item 10 is conditional upon that the general meeting resolves to, in accordance with the proposal by the board of directors, adopt amended articles of association as set out under item 9 of the agenda and that these decisions are registered with the Swedish Companies Registration Office.

The board of directors or the CEO shall have the right to make such minor adjustments in this resolution by the general meeting that may be necessary in connection with the registration of the split of the company’s shares with the Swedish Companies Registration Office.

Resolution on authorisation for the board of directors to resolve upon issue of new shares (item 11)

The board of directors proposes that the general meeting authorises the board of directors to resolve – at one or several occasions and for the time period until the annual general meeting 2021 – to increase the company’s share capital by new share issues, to the extent that it corresponds to a dilution of not more than 30 percent of the company’s share capital at the time of the notice of the general meeting, after full exercise of the hereby proposed authorisation.

New share issues may be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The part of the subscription price which exceeds the shares’ quota value shall be allocated to the free share premium reserve.

The board of directors or the CEO shall have the right to make such minor adjustments in this resolution that may be necessary in connection with the registration of the authorisation with the Swedish Companies Registration Office.

Specific majority requirement

The general meeting’s resolution on new articles of association in accordance with item 9 and on issue authorisation in accordance with item 11 requires approval of at least two thirds of the shares represented and votes cast at the general meeting.

Shares and votes

As per the date of this notice there are 689,084 shares in the company, corresponding to an equal number of votes. The company holds no treasury shares.

Documentation

Documents pursuant to the Swedish Companies Act will be made available three weeks prior to the meeting, at the latest, at the company’s address SOZAP AB (publ), Västra Storgatan 23, SE-611 32 Nyköping, Sweden, and on the website www.sozap.com. The documents will also be sent to shareholders who so request and state their address.

Proxy forms for shareholders who would like to vote in advance through proxy are available at the company’s website, www.sozap.com, and will be sent to shareholders who so request.

Processing of personal data

For information about the processing of your personal data, see the integrity policy that is available at Euroclear’s website https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Nyköping, February 2021

SOZAP AB (publ)

The board of directors

Attachments:
Sozap-EGM 2021-03-25-Notice (eng) - DOCX
Sozap-EGM 2021-03-25-Notice (eng) - PDF
Sozap-EGM 2021-Form for advance voting (eng) - DOCX
Sozap-EGM 2021-Proxy Form (eng) - DOCX
Styrelsens redogörelse för väsentliga händelser - PDF
Styrelsens redogörelse för väsentliga händelser revisors yttrande - PDF
Protokoll fört vid extra bolagsstämma