NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF IMPACT COATINGS AB (PUBL)

2018-08-17

Shareholders in Impact Coatings AB (publ), org.nr 556544-5318, are hereby invited to attend the Extraordinary General Meeting of Shareholders (“EGM”) on Tuesday, 11 September 2018 at 09:00 a.m. at the company’s Certified Adviser, Redeye AB, located at Mäster Samuelsgatan 42 in Stockholm.

Right to attend

Shareholders who wish to attend the EGM shall both be registered in the shareholder registry maintained by Euroclear Sweden AB by Wednesday, 5 September 2018, and notify attendance to the company latest Wednesday, 5 September 2018 via e-mail to anmalan@impactcoatings.se or post to Impact Coatings AB (publ), Westmansgatan 29G, 582 16 Linköping.

Notification of attendance shall include name, person- or organization number, shareholdings, address, telephone number, and information in the case of representatives. If participation is by proxy, relevant credentials must be submitted before the EGM. Credentials may not be more than one year old, unless a longer period of validity (maximum five years) is stated in the credentials documentation. If the shareholder represented by proxy is a legal entity, the representative must present proof of registration or other documentation that confirms the signatory’s authority. A proxy form will be available from the company’s web page www.impactcoatings.com latest from three weeks before the EGM until the day of the EGM and will be sent to those shareholders who request it and provide a postal address.

Shareholders that have chosen to register shares with a custodian must, in order to participate in the EGM, temporarily re-register their shares under their own name with Euroclear Sweden AB sufficiently in advance so that the re-registration is completed latest Wednesday, 5 September 2018. In order for this to occur, a request for such re-registration must reach the custodian well in advance of the date above.

Proposed agenda

  1. The meeting is called to order.
  2. Election of the meeting chairman.
  3. Presentation and approval of the voting list.
  4. Approval of the agenda.
  5. Election of one or two people to approve the minutes.
  6. Determination of whether the meeting has been duly convened.
  7. Election of new auditor.
  8. Meeting is adjourned.

Proposal for resolution

Item 7 – Election of new auditor

The board of directors proposes that the EGM resolve in accordance with the board’s proposal to choose Öhrlings PricewaterhouseCoopers AB (”PwC”) org.nr 556029-6740, with by PwC suggested lead auditor Johan Palmgren, as the new auditing company for the company from the date of the EGM, see Appendix 1.

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Linköping, August 2018
Impact Coatings AB (publ)
The board of directors

For more information contact: 
Mark H. Shay, CFA
Chairman
Phone: +46 765 96 62 38, or e-mail: mark@accendofund.com 

This information was submitted under responsibility of the contact person named above, for publication 17 August 2018 at 08:15 a.m.

About Impact Coatings

Impact Coatings develops and delivers world-leading technology for industrial PVD-coatings with a focus on fuel cell, decorative, metallization, and reflector applications. PVD is a method of, under vacuum, producing thin layers of metals and ceramics – surface coatings that maximize performance and durability. Impact Coatings markets coating equipment under the trade name INLINECOATER™ and coatings under MAXPHASE™.

The company’s shares trade on the Nasdaq First North exchange (Nasdaq OMX Nordic). The company’s Certified Adviser is Redeye AB.

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Appendix 1

Item 7 – Election of new auditor

The board of directors proposes that the EGM resolve in accordance with the board’s proposal to choose Öhrlings PricewaterhouseCoopers AB (”PwC”) org.nr 556029-6740, with lead auditor Johan Palmgren, as the new auditor for the company from the date of the EGM.

A press release from Impact Coatings on 24 July 2018 states:

An independent accounting investigation of the period January 2016-June 2018, conducted by PWC at the request of the Impact Coatings board of directors, has reached the preliminary conclusion that a substantial portion of travel-related and out-of-pocket expense reimbursement claims by former CEO Henrik Ljungcrantz are not business-related and/or lack required supporting documentation.

An analysis by a separate and independent firm has found similar improper handling of expenses during 2012-2015. Periods prior to 2012 have not been considered. Henrik Ljungcrantz was CEO of Impact Coatings during the period 2002-2014, and again during the period May 2017-May 2018.

Pending further investigation and based on preliminary data, it is reasonable to expect approximately SEK 1-3 million in improper expense reimbursements to be confirmed for the period 2012-2018, plus approximately SEK 1 million in costs for the investigation itself, all of which the company will seek to recover.

The board of directors has, after meeting with Henrik Ljungcrantz today, resolved to terminate his employment with immediate effect. He will after today not receive further severance payments described in the company’s 27 May 2018 announcement.

The board of directors will submit the final investigation report with supporting documentation to the Swedish Economic Crime Authority.

Based on the number of incorrect transactions, the amounts in question, and the period during which the errors have occurred, it is the judgment of the board of directors that election of a new auditor is warranted.

The departing auditor Ernst & Young AB (“EY”) with lead auditor Magnus Eriksson, has on 15 August 2018 informed the board of directors and the Swedish Companies Registration Office that they choose to resign as auditor of Impact Coatings effective 11 September 2018.

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