The shareholders of Zhoda Investments AB (publ), corporate identity number 559030-3490 (hereinafter the “Company”) are hereby given notice to attend the Annual General Meeting to be held at 16.00 CET on 13 June 2018, at Vinkällaren Grappe, Grevgatan 5, in Stockholm.
Notification and right to participate
The right to participate at the general meeting vests in a person who is registered as a shareholder in the share register maintained by Euroclear Sweden AB regarding circumstances pertaining on 7 June 2018 and not later than 7 June 2018 notifies the Company of their intention to participate at the general meeting.
Notice of participation may be given by post to Zhoda Investments AB (publ), Hovslagargatan 5B, 111 48 Stockholm or by e-mail to email@example.com. The notification should state the name, personal ID or registration number, address, daytime telephone number and shareholding of the shareholder. Authorization documents such as power of attorney and registration certificates should, where appropriate, be submitted to the Company prior to the general meeting. Shareholders who wish to be accompanied by one or two assistants may give notice thereof within the time and in the manner applicable to shareholders. A power of attorney form will be made available on www.zhodainvestments.com.
Shareholders with nominee-registered shares must, in order to be entitled to participate at the general meeting, request that the nominee effects a temporary re-registration (voting right registration) of the shares in ample time prior to 7 June 2018.
1. Opening of the meeting
2. Election of chairman of the general meeting
3. Preparation and approval of the voting register
4. Election of one or two persons to attest the minutes
5. Determination of whether the general meeting has been duly convened
6. Approval of the agenda
7. Presentation of the annual report and auditor’s report as well as consolidated financial statements and auditor’s report for the group
8. Resolutions regarding
a. adoption of the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet
b. allocation of the company’s results in accordance with the adopted balance sheet
c. discharge from liability of the directors and CEO
9. Determination of the numbers of directors/alternate directors and auditors/alternate auditors
10. Determination of fees for the board of directors and the auditors
11. Information regarding appointments held in other companies by candidates for election to the
Board of Directors, election of directors as well as auditor and alternate auditor
12. Closure of the general meeting
Item 8 b – Resolution on allocation of results
The board proposes that no dividend is paid for the financial year.
Item 9-11 – Election of members of the board of directors, chairman of the board and auditor as well as fees
Shareholders representing approximately 50 per cent of the capital propose that the board shall consist of four ordinary members. The shareholders also propose re-election of the board members Björn Lindström, Peter Geijerman, Zenon Potoczny and Katre Saard. Simon Escott has declined re-election. It is further proposed that Björn Lindström is re-appointed as chairman of the board.
It is proposed that the company shall have one auditor and no alternate auditor and that the authorized auditing firm Ernst & Young AB shall be re-elected.
It is proposed that the general meeting resolves that board fees be paid to the chairman in the amount of SEK 100,000 (unchanged compared to previous year) and SEK 50,000 (unchanged compared to previous year) to each of the other directors with the exception of Zenon Potoczny who is employed in the group. Fees will thus total SEK 200 000. It is proposed that the auditors are paid in accordance with approved invoices.
The annual report was published on 4 May 2018. The board’s complete proposed resolutions and other documents for the annual general meeting will be made available in accordance with the framework in the Swedish Companies Act at the Company’s office (addresses above) and will be sent free-of-charge to shareholders who so request and provide their mailing address. The documents will also be made available no later than three weeks before the general meeting on the Company’s website (www.zhodainvestments.com). The documents will also be available at the general meeting.
The Company currently has 130,628,729 shares registered with the Swedish Companies Registration Office (Sw. Bolagsverket), of which 5,333,300 are shares of series A (10 votes/share) and 125,295,429 are shares of series B (1 vote/share). The number of voting rights amount to 178,628,429.
If requested by a shareholder and provided that the board deems that it can take place without causing material damage to the company, the board and the CEO shall provide information about circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company’s or its subsidiaries’ financial situation, and the company’s relationship with another company within the Group.
Stockholm, May 2018
Zhoda Investments AB (publ)
The Board of Directors
For more information, please contact:
Robert Karlsson, CEO Zhoda Investments AB
+46 709 565 141, firstname.lastname@example.org
About Zhoda Investments
Zhoda Investments invests in selected unlisted European ventures and drives growth and profitability through active ownership and an entrepreneurial approach. Zhoda owns an organic winery in Dalmatia with a 47-hectare state of the art vineyard producing red wine from the local Babic grape. Zhoda has also acquired a winery on the Dalmatian island of Korcula that produces white premium wines from the indigenous Posip grape. The group also holds a 45 per cent interest in the Lelyaki oil field in Ukraine with 2P proven and probable oil reserves of 8 million barrels net to the company. Zhoda Investments is actively pursuing new investments. The company’s shares are traded on Pareto Securities OTC. For more information, visit www.zhodainvestments.com.
This is an English translation of the Swedish original. In case of discrepancies, the Swedish original shall prevail.