Information regarding the coronavirus
As a precautionary measure to reduce the risk of spreading the coronavirus, the board of directors of InCoax Networks AB (“InCoax”) has decided that the Annual General Meeting will be conducted in accordance with a so-called postal voting procedure. This means that no shareholders will attend the Annual General Meeting in person or by proxy. Instead, shareholders can participate in the Annual General Meeting by voting and submitting questions in advance.
Right to participate and notification
Shareholders wishing to participate in the annual shareholders’ meeting must:
- partly be listed in the company’s share register kept by Euroclear Sweden AB as of 7 June 2021; and
- partly have given a notice of their intention to participate to the company no later than on Wednesday 9 June 2021 by mail to InCoax Networks AB, att: Bolagsstämma, Utmarksvägen 4, SE-802 91 Gävle, Sweden, by e-mail to firstname.lastname@example.org or by telephone to +4670-4813055. The notification should specify the shareholder’s complete 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 advisors. The exercise of voting rights in accordance with the postal voting procedure will be considered as a notification from the shareholder to participate in the Annual General Meeting.
Trustee registered shares
Shareholders, whose shares are trustee-registered through a bank or other trustee must, in order to be entitled to participate in the shareholders’ meeting, temporarily register their shares in their own name in the company’s share register kept by Euroclear Sweden AB. Such re-registration of ownership must be implemented no later than as of 7 June 2021. Accordingly, shareholders must well in advance before this date request the trustee thereof.
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). 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.incoax.com) and will be sent to shareholders who request it and state their address.
POST VOTING PROCEDURE FOR THE ANNUAL GENERAL MEETING 2021 IN BRIEF
To ensure the health and safety of shareholders, employees and other stakeholders, the board of directors of InCoax Networks AB has decided to apply extraordinary meeting procedures in accordance with the Act (2020: 198) on temporary exemptions to facilitate the conduct of company and association meetings. The Annual General Meeting will take place Tuesday, 15 June 2021, but no shareholders, proxies or other external persons can participate in person. Shareholders will only be able to attend the Annual General Meeting by voting in advance on the proposals at the Annual General Meeting and by sending questions to the Company. A press release will be published after the Annual General Meeting with information on the essential points that have been resolved on, as soon as the result of the postal voting procedure is clear. All voting results will be stated in the minutes of the meeting. The minutes will be published within two weeks of the Annual General Meeting.
PROCESS FOR POST VOTING AND QUESTIONS
A shareholder can exercise its rights at the Annual General Meeting by voting in advance on the items on the agenda and submitting questions to the Company.
Shareholders intending to attend the Annual General Meeting (by postal voting or by asking questions) must provide the following information:
- shareholder's name
- personal or organization number
- e-mail address and telephone number.
Postal voting will be possible from the date of the notice until the day before the meeting, 14 June 2021. The shareholder can vote in advance in any of the following ways (see related documents for forms, power of attorney and other documents):
Voting by e-mail: Voting can be done by filling out the advance voting form (see related document) and then sending the form to the following e-mail address: email@example.com, together with a power of attorney and / or other authorization documents (see related documents).
Regular mail: Voting can be done by printing and filling out the advance voting form (see related documents) and then send the form to Advokat Paula Eninge AB, “InCoax Networks AB’s Annual General Meeting 2021”, Alamedan 13, 371 31 Karlskrona, together with a power of attorney and / or other authorization documents.
A shareholder can give no instructions other than to choose one of the options listed at each point in the postal voting form. The postal vote in its entirety is invalid if the shareholder has provided the form with specific instructions and/or conditions or if the pre-printed text is changed or supplemented.
The postal voting form, together with any attached power of attorney and / or authorization documents, must be received by InCoax Networks AB at the above address no later than 14 June 2021. Votes received later will be disregarded.
For any questions regarding the postal voting procedure, contact attorney at law Paula Eninge, phone 0708-844619, weekdays 09: 00–16: 00.
Questions to the Company in connection with the Annual General Meeting can be sent to the Company up to and including 5 June 2021, in one of the following ways.
E-mail: Questions can be sent via e-mail to the following e-mail address: firstname.lastname@example.org.
Regular mail: Questions can be sent to InCoax Networks AB, to: Annual General Meeting, Utmarksvägen 4, 802 91 Gävle.
The shareholder must state his name, personal or organization number and postal address in order for the question to be answered. The shareholder should also provide his e-mail address and telephone number.
Questions from the shareholders must have reached the Company no later than 5 June 2021 and will be answered and published no later than 10 June 2021. The questions and answers will be available on the Company's website and will be sent to the shareholder provided that the shareholder's address is known by the Company. or provided by the shareholder together with the question.
SHAREHOLDERS' RIGHT TO REQUEST INFORMATION
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 the CEO shall, if any shareholder so requests, and the board of directors considers that this can be done without significant damage to the company, provide information on conditions that may affect the assessment of a matter on the agenda, and conditions that may affect the assessment of the company's or subsidiary's financial situation, and the company's relationship with another group company.
- Opening of the meeting.
- Election of Chairman of the meeting.
- Preparation and approval of the register of voters.
- Approval of the agenda.
- Election of one or two persons to approve the minutes.
- Determination as to whether the meeting has been duly convened.
- Presentation of the Annual Report and Audit Report.
- Resolution on:
- adoption on the profit and loss statement and balance sheet;
- distribution of the company’s profits according to the adopted balance sheet; and
- 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 and auditor.
- Resolution on amendment of the Articles of Association.
- Resolution on authorization regarding issues.
- The board's proposal for a decision on guidelines for remuneration to senior executives and approval of the remuneration report submitted by the board of directors.
- Closing of the meeting.
Item 1: Election of Chairman of the meeting
The Nomination Committee, consisting of Stefan Engström representing Saugatuck Invest AB, Anders Nilsson, representing Norrlandspojkarna AB, Lars Berggren, representing BLL Invest AB, and the Chairman of the board of directors, Peter Agardh, proposes that the Chairman of the board of directors, Peter Agardh, is elected as Chairman of the meeting.
Item 3: Preparation and approval of the register of voters
The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the Company, based on the Annual General Meeting’s register of shareholders and postal votes received, as verified by the persons approving the minutes of the Annual General Meeting.
Item 5: Election of one or two persons approving the minutes
Proposal to approve the minutes of meeting: The chairman together with Magnus Steen, and if he is absent, the person appointed by the Board of directors. The approver's assignment also includes checking the voting list and that incoming votes are correctly reproduced in the minutes.
Item 8 b): Resolution on distribution of the company’s profits according to the adopted balance sheet
The board of directors proposes that no dividends are paid and that total available funds are carried forward to a new account.
Item 9: Determination of the number of board members, auditors and deputy auditors
The Nomination Committee proposes that five ordinary board members should be elected until the end of the next annual shareholders’ meeting. Furthermore, the Nomination Committee proposes that one registered public accounting firm, without deputy auditor, should be elected as auditor until the end of the next annual shareholders’ meeting.
Item 10: Determination of remuneration for the board members and the auditor
The Nomination Committee proposes that remuneration to the board of directors shall be paid with SEK 200,000 to the Chairman of the board of directors (unchanged), with GBP 24,000 to the proposed board member Kevin Foster (unchanged) and with SEK 150,000 to each of the other board members (raised with SEK 50.000). No remuneration is paid for committee work. Furthermore, the Nomination Committee proposes that remuneration to the auditor shall be paid in accordance with customary norms and approved invoice.
Item 11: Election of board members and auditor
The Nomination Committee proposes that Peter Agardh, Anders Nilsson, Pär Thuresson, Alf Ericsson and Kevin Foster are re-elected as ordinary board members. Furthermore, the Nomination Committee proposes that Peter Agardh is re-elected as Chairman of the board of directors.
Lastly, the Nomination Committee proposes that the registered public accounting firm KPMG AB is re-elected as auditor. KPMG AB has informed that the authorized public accountant Mikael Larsson, will continue to be appointed as the responsible auditor.
Item 12: Resolution on amendment of the Articles of Association
The board of directors proposes that the annual shareholders’ meeting resolves to amend the company’s Articles of Association in accordance with the following by adding:
The board may collect proxies in accordance with the procedure specified in Chapter 7. Section 4, second paragraph, of the Swedish Companies Act.
Before a general meeting, the board may decide that the shareholders shall be able to exercise their voting rights by post before the general meeting.
The board may decide that anyone who is not a shareholder in the Company shall, under the terms determined by the board, have the right to attend or otherwise follow the negotiations at a general meeting.
Item 13: Resolution on authorization regarding issues
The board of directors proposes that the annual shareholders’ meeting resolves 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 resolve on issues of shares, convertibles and/or warrants. 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 (alternatively be issued through conversion of convertibles and/or exercise of warrants) shall not exceed 15 681 369 shares, which corresponds to a dilution of approximately 30 per cent calculated on the current number of shares. 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.
The company’s CEO shall be authorized to make minor formal adjustments of the resolution which may be required for registration with the Swedish Companies Registration Office.
Item 14: The board's proposal for a decision on guidelines for remuneration to senior executives and approval of the remuneration report submitted by the board of directors (including the board's report on the Remuneration Committee's evaluation of the guidelines for remuneration to senior executives and the auditor's opinion on whether the guidelines for remuneration to senior executives that have applied since the previous Annual General Meeting have been applied).
Particular majority requirements
For valid resolutions on the proposals pursuant to items 13 and 14, the proposals have to be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the annual shareholders’ meeting.
Accounting documents and complete proposals
The Annual Report and the Audit Report and the complete proposals pursuant to items 12-14 will be available at the company’s office at Utmarksvägen 4, SE-802 91 Gävle, Sweden and at the company’s website (www.incoax.com) as from no later than three weeks before the annual shareholders’ meeting and will also be sent to shareholders who request it and state their address.
Processing of personal data
InCoax Networks 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.
Number of shares and votes in the company
As of the date of this notice to attend the annual shareholders’ meeting, the total number of shares and votes in the company amounts to 36 589 861 shares. The company does not hold any of its own shares.
Gävle in May 2021
InCoax Networks AB (publ)
The board of directors
This information was submitted for publication, through the agency of the contact person set out above, at 8:30 CEST on May 18, 2021.
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.