Today, on May 17, 2019 an annual shareholders’ meeting was held in InCoax Networks AB. A summary of the resolutions adopted follows below. All resolutions were adopted with the required majority of votes.
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
Resolution on adoption of accounts and distribution of the company’s result
The annual shareholders’ meeting resolved to adopt the profit and loss statement and balance sheet. The annual shareholders’ meeting also resolved to distribute the company’s result in accordance with the proposal from the board of directors in the annual report meaning that no dividends are paid for the financial year 2018 that total available funds of SEK 23,853,899 are carried forward to a new account.
Discharge from liability for the members of the board of directors and the CEO
The annual shareholders’ meeting resolved to discharge the members of the board of directors and the CEO from liability for the financial year 2018.
Election of board members and auditor as well as remuneration for the board members and auditor
The annual shareholders’ meeting resolved in accordance with the proposal from larger shareholders to re-elect Richard Tooby, Anders Nilsson, Pär Thuresson and Patrik Widlund as ordinary board members and to elect Peter Agardh as new ordinary board member. Richard Tooby was re-elected as Chairman of the board of directors. Remuneration to the board of directors shall be paid with SEK 300,000 to the Chairman of the board of directors and with SEK 150,000 to each of the other board members.
Furthermore, the annual shareholders’ meeting resolved, in accordance with the proposal from the board, to elect the registered public accounting firm KPMG AB as new auditor and that remuneration for the auditor shall be paid in accordance with customary norms and approved invoice. KPMG AB has informed that the company’s present auditor, the authorized public accountant Mikael Larsson, will be appointed as the responsible auditor.
Resolution on instruction and charter for the Nomination Committee
The annual shareholders’ meeting resolved, in accordance with the proposal from the board, that a Nomination Committee shall be appointed before coming election and remuneration. The Nomination Committee shall comprise four members – one representative for each of the three largest shareholders on the last banking day in September, together with the Chairman of the board of directors. Furthermore, an instruction and charter for the Nomination Committee was adopted, which shall be valid until further notice until a resolution on amendment is passed by a shareholders’ meeting.
Resolution on authorization regarding new share issues
The annual shareholders’ meeting resolved, in accordance with the proposal from the board, to authorize the board of directors, up until the next annual shareholders’ meeting, at one or several occasions, with or without deviation from the shareholders’ preferential rights and with or without provisions regarding contribution in kind, set-off or other conditions, to issue shares. The reason for why a deviation from the shareholders’ preferential rights should be possible is to enable the company to source working capital, to be able to execute acquisitions of companies or operating assets as well as to enable new issues to industrial partners within the framework of partnerships and alliances. The total number of shares that may be issued shall not exceed 1,373,494 shares, which corresponds to a dilution of approximately 10 per cent calculated on the number of outstanding shares in the company. In case the authorization is used for a new issue with deviation from the shareholders’ preferential rights, the issue shall be made on market terms.
Resolution on implementation of a long-term incentive program
The annual shareholders’ meeting resolved, in accordance with the proposal from the board, to implement a long-term incentive program based on issue of warrants.
The warrant program shall comprise a maximum of 70,000 warrants. Each warrant shall entitle to subscription of one new share in the company for a subscription price per share corresponding to 200 per cent of the volume weighted average price according to Nasdaq First North’s official price list for shares in the company during the period from and including 20 May 2019 to and including 3 June 2019. Subscription of shares by virtue of the warrants may be effected as from 1 June 2022 up to and including 30 June 2022.
The warrants shall be issued to the fair market value of the warrants at the time of subscription, which shall be determined by an independent valuation institute in accordance with the Black & Scholes valuation formula.
The participants in the warrant program are partly new employees who do not participate in existing incentive programs since previously and partly selected employees who do not participate in existing incentive programs since previously or who already are participating in existing incentive programs but where the board of directors has found reasons to offer additional incentive programs. The overall reason for the implementation of the warrant program and the deviation from the shareholders’ preferential rights are to be able to create possibilities for the company to retain competent staff by offering a long-term ownership engagement for employees. Such long-term ownership engagement is expected to contribute to an increased alignment of interests between the participants and the shareholders, and also promote a long-term commitment to the company’s development. Since the warrants in the warrant program will be transferred to the participants at the fair market value, the company’s assessment is that the company will not incur any social costs in relation to the warrant program. The costs related to the warrant program will hence only be composed of limited costs for implementation and administration of the program.
In case all warrants issued within the warrant program are utilized for subscription of new shares, a total of 70,000 new shares will be issued, which corresponds to a dilution of approximately 0.56 per cent of the company’s share capital and votes after full dilution, calculated on the number of shares that will be added upon full utilization of all warrants issued under the warrant program.
Gävle on May 17, 2019
InCoax Networks AB (publ)
This information was submitted for publication, through the agency of the contact person set out below, at 14:40 CET on May 17, 2019.
For more information:
Peter Carlsson, CEO, InCoax Networks AB